Large accelerated filer
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☐
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Accelerated filer
|
x
|
|
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|
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||
Non-accelerated filer
|
|
☐
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
☐
|
|
|||
|
|
|
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December 31,
2015 |
|
September 30,
2016 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash
|
$
|
33,298
|
|
|
$
|
38,413
|
|
Accounts receivable, net of allowance of $2,114 and $1,487, respectively
|
60,143
|
|
|
65,420
|
|
||
Prepaid expenses and other current assets
|
9,766
|
|
|
13,551
|
|
||
Total current assets
|
103,207
|
|
|
117,384
|
|
||
Property and equipment, net
|
133,943
|
|
|
139,329
|
|
||
Intangible assets, net
|
517,979
|
|
|
514,560
|
|
||
Goodwill
|
292,953
|
|
|
292,953
|
|
||
Investments
|
5,049
|
|
|
4,313
|
|
||
Other assets
|
7,580
|
|
|
7,343
|
|
||
Total assets
|
$
|
1,060,711
|
|
|
$
|
1,075,882
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
9,549
|
|
|
$
|
12,192
|
|
Current portion of long-term debt
|
171
|
|
|
658
|
|
||
Deferred revenue
|
17,496
|
|
|
14,498
|
|
||
Accrued expenses and other current liabilities
|
29,958
|
|
|
24,332
|
|
||
Accrued interest
|
4,910
|
|
|
9,203
|
|
||
Total current liabilities
|
62,084
|
|
|
60,883
|
|
||
Long-term debt, less current portion (net of deferred finance costs of $9,962 and $8,421, respectively)
|
588,657
|
|
|
572,187
|
|
||
Deferred tax liability
|
35,233
|
|
|
48,551
|
|
||
Other long-term liabilities
|
11,297
|
|
|
10,620
|
|
||
Total liabilities
|
697,271
|
|
|
692,241
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Class A common stock, par value $0.01 per share; 300,000,000 shares authorized; 9,946,354 and
13,735,690 shares issued and outstanding at December 31, 2015 and September 30, 2016,
respectively
|
100
|
|
|
105
|
|
||
Class B common stock, par value $0.01 per share; 50,000,000 shares authorized; 3,022,484
shares issued and outstanding at December 31, 2015 and September 30, 2016, respectively
|
30
|
|
|
30
|
|
||
Class C common stock, par value $0.01 per share; 50,000,000 shares authorized; 4,894,480 and
1,636,341 shares issued and outstanding at December 31, 2015 and September 30, 2016,
respectively
|
49
|
|
|
49
|
|
||
Total common stock
|
179
|
|
|
184
|
|
||
Additional paid-in capital
|
361,186
|
|
|
361,844
|
|
||
Retained earnings
|
1,391
|
|
|
21,214
|
|
||
Accumulated other comprehensive income (loss)
|
44
|
|
|
(410
|
)
|
||
Non-controlling interest
|
640
|
|
|
809
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,060,711
|
|
|
$
|
1,075,882
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2015
|
|
2016
|
|
2015
|
|
2016
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net revenue
|
$
|
129,568
|
|
|
$
|
165,756
|
|
|
$
|
328,202
|
|
|
$
|
397,345
|
|
|
|
|
|
|
|
|
|
||||||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Direct operating expenses, excluding depreciation, amortization and stock-based compensation
|
89,728
|
|
|
114,646
|
|
|
233,331
|
|
|
297,144
|
|
||||
Depreciation and amortization
|
4,784
|
|
|
5,686
|
|
|
12,068
|
|
|
17,812
|
|
||||
Corporate expenses
|
6,119
|
|
|
6,450
|
|
|
17,985
|
|
|
18,320
|
|
||||
Stock-based compensation
|
2,875
|
|
|
206
|
|
|
4,278
|
|
|
663
|
|
||||
Transaction costs
|
1,125
|
|
|
256
|
|
|
1,297
|
|
|
606
|
|
||||
Net (gain) loss on sale of assets
|
(11,909
|
)
|
|
(426
|
)
|
|
(11,895
|
)
|
|
287
|
|
||||
Total operating costs and expenses
|
92,722
|
|
|
126,818
|
|
|
257,064
|
|
|
334,832
|
|
||||
Operating income
|
36,846
|
|
|
38,938
|
|
|
71,138
|
|
|
62,513
|
|
||||
Other expenses (income):
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
8,527
|
|
|
8,294
|
|
|
27,334
|
|
|
25,740
|
|
||||
Impairment on investment
|
—
|
|
|
4,236
|
|
|
—
|
|
|
4,236
|
|
||||
Cancellation and (repurchase) of debt
|
288
|
|
|
—
|
|
|
30,305
|
|
|
(461
|
)
|
||||
Other expense (income), net
|
33
|
|
|
52
|
|
|
117
|
|
|
(351
|
)
|
||||
Income before income taxes
|
27,998
|
|
|
26,356
|
|
|
13,382
|
|
|
33,349
|
|
||||
Provision for income taxes
|
11,543
|
|
|
10,493
|
|
|
5,530
|
|
|
13,269
|
|
||||
Net income
|
$
|
16,455
|
|
|
$
|
15,863
|
|
|
$
|
7,852
|
|
|
$
|
20,080
|
|
|
|
|
|
|
|
|
|
||||||||
Net income attributable to:
|
|
|
|
|
|
|
|
||||||||
Controlling interests
|
$
|
16,454
|
|
|
$
|
15,816
|
|
|
$
|
7,418
|
|
|
$
|
19,823
|
|
Non-controlling interests
|
1
|
|
|
47
|
|
|
434
|
|
|
257
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.94
|
|
|
$
|
0.86
|
|
|
$
|
0.45
|
|
|
$
|
1.10
|
|
Diluted
|
$
|
0.60
|
|
|
$
|
0.58
|
|
|
$
|
0.28
|
|
|
$
|
0.74
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
17,532
|
|
|
18,395
|
|
|
17,427
|
|
|
18,208
|
|
||||
Diluted
|
27,610
|
|
|
27,372
|
|
|
27,841
|
|
|
27,280
|
|
||||
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2015
|
|
2016
|
|
2015
|
|
2016
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
16,455
|
|
|
$
|
15,863
|
|
|
$
|
7,852
|
|
|
$
|
20,080
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
(74
|
)
|
|
(107
|
)
|
|
(74
|
)
|
|
(454
|
)
|
||||
Other comprehensive income
|
16,381
|
|
|
15,756
|
|
|
7,778
|
|
|
19,626
|
|
||||
Less: Comprehensive income attributable to noncontrolling interest
|
1
|
|
|
47
|
|
|
434
|
|
|
257
|
|
||||
Comprehensive income attributable to controlling interest
|
$
|
16,380
|
|
|
$
|
15,709
|
|
|
$
|
7,344
|
|
|
$
|
19,369
|
|
|
Shares of Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
Class A
|
|
Class B
|
|
Class C
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Shares
|
|
Shares
|
|
Shares
|
|
Warrants
|
|
Common
Stock
|
|
Additional
Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Non-
Controlling
Interest
|
|
Total
|
||||||||||||||||
Balance at January 1, 2016
|
9,946,354
|
|
|
3,022,484
|
|
|
4,894,480
|
|
|
9,508,878
|
|
|
$
|
179
|
|
|
$
|
361,186
|
|
|
$
|
1,391
|
|
|
$
|
44
|
|
|
$
|
640
|
|
|
$
|
363,440
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,823
|
|
|
—
|
|
|
257
|
|
|
20,080
|
|
||||||
Exercise of warrants
|
531,197
|
|
|
—
|
|
|
—
|
|
|
(531,202
|
)
|
|
5
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
GE Capital Equity Holdings, LLC conversion
|
3,258,139
|
|
|
—
|
|
|
(3,258,139
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Proceeds from sale of minority interest in subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50
|
|
|
50
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
663
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
663
|
|
||||||
Foreign currency exchange
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(454
|
)
|
|
—
|
|
|
(454
|
)
|
||||||
Cash distributions to non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(138
|
)
|
|
(138
|
)
|
||||||
Balance at September 30, 2016
|
13,735,690
|
|
|
3,022,484
|
|
|
1,636,341
|
|
|
8,977,676
|
|
|
$
|
184
|
|
|
$
|
361,844
|
|
|
$
|
21,214
|
|
|
$
|
(410
|
)
|
|
$
|
809
|
|
|
$
|
383,641
|
|
|
Nine Months Ended
September 30,
|
||||||
|
2015
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income attributable to:
|
|
|
|
||||
Controlling interests
|
$
|
7,418
|
|
|
$
|
19,823
|
|
Non-controlling interests
|
434
|
|
|
257
|
|
||
Net income
|
$
|
7,852
|
|
|
$
|
20,080
|
|
Adjustments to reconcile net income to net cash from operating activities:
|
|
|
|
||||
Depreciation and amortization
|
12,068
|
|
|
17,812
|
|
||
Amortization of deferred financing costs
|
1,326
|
|
|
1,203
|
|
||
Deferred income tax expense
|
5,488
|
|
|
13,269
|
|
||
(Recovery) provision for doubtful accounts
|
(153
|
)
|
|
1,083
|
|
||
Stock-based compensation expense
|
4,278
|
|
|
663
|
|
||
Cancellation and (repurchase) of debt
|
—
|
|
|
(461
|
)
|
||
Amortization of bond premium
|
(424
|
)
|
|
—
|
|
||
Write-off of deferred financing costs
|
9,348
|
|
|
338
|
|
||
Write-off of bond premium
|
(6,779
|
)
|
|
—
|
|
||
Impairment on investment
|
—
|
|
|
4,236
|
|
||
Net (gain) loss on sale of assets
|
(11,895
|
)
|
|
287
|
|
||
Changes in assets and liabilities, net of acquisitions:
|
|
|
|
||||
Accounts receivable
|
(4,838
|
)
|
|
(9,430
|
)
|
||
Prepaid expenses and other assets
|
(2,222
|
)
|
|
(2,828
|
)
|
||
Accounts payable
|
665
|
|
|
(887
|
)
|
||
Accrued expenses
|
(4,298
|
)
|
|
(8,821
|
)
|
||
Accrued interest
|
540
|
|
|
4,293
|
|
||
Other long-term liabilities
|
3,084
|
|
|
(677
|
)
|
||
Net cash provided by operating activities
|
14,040
|
|
|
40,160
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Payments for acquisitions, net of cash received
|
(74,149
|
)
|
|
(1,941
|
)
|
||
Acquisition of intangibles
|
(332
|
)
|
|
—
|
|
||
Purchase of property and equipment
|
(9,935
|
)
|
|
(16,826
|
)
|
||
Proceeds from insurance settlement
|
450
|
|
|
451
|
|
||
Proceeds from sale of assets
|
18,953
|
|
|
1,626
|
|
||
Net cash used in investing activities
|
(65,013
|
)
|
|
(16,690
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from stock offering and option exercises
|
14
|
|
|
—
|
|
||
Offering costs
|
(92
|
)
|
|
—
|
|
||
Repayment of long-term debt
|
(553,552
|
)
|
|
(17,460
|
)
|
||
Proceeds from the issuance of long-term debt
|
620,000
|
|
|
—
|
|
||
Debt financing costs
|
(11,348
|
)
|
|
—
|
|
||
Proceeds from sale of minority interest in subsidiary
|
—
|
|
|
50
|
|
||
Cash distributions to non-controlling interests
|
(208
|
)
|
|
(138
|
)
|
||
Repayments of capitalized obligations
|
(118
|
)
|
|
(127
|
)
|
||
Net cash provided by (used in) financing activities
|
54,696
|
|
|
(17,675
|
)
|
||
Net effect of foreign currency exchange rate changes
|
(126
|
)
|
|
(680
|
)
|
||
Net increase in cash
|
3,597
|
|
|
5,115
|
|
||
Cash:
|
|
|
|
||||
Beginning of period
|
24,462
|
|
|
33,298
|
|
||
End of period
|
$
|
28,059
|
|
|
$
|
38,413
|
|
|
Nine Months Ended
September 30,
|
||||||
|
2015
|
|
2016
|
||||
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
||||
Cash payments:
|
|
|
|
||||
Payments to redeem long-term debt prior to contractual maturity
|
$
|
27,735
|
|
|
$
|
—
|
|
Interest
|
25,863
|
|
|
19,881
|
|
||
Income taxes
|
573
|
|
|
1,910
|
|
||
Purchase obligations:
|
|
|
|
||||
Capital lease
|
—
|
|
|
525
|
|
||
Barter transactions:
|
|
|
|
||||
Barter revenue – included in net revenue
|
$
|
11,368
|
|
|
$
|
17,360
|
|
Barter expense – included in direct operating expenses
|
10,066
|
|
|
10,598
|
|
($ in thousands)
|
Fair Value
|
|
Balance Sheet Location
|
||
Long-term prepaid rent asset
|
$
|
7,311
|
|
|
Other long term assets
|
Deferred gain on the sale of towers
|
$
|
7,311
|
|
|
Other long term liabilities
|
Exclusive marketing arrangement
|
$
|
3,111
|
|
|
Other long term liabilities
|
|
|
|
Expected volatility
|
30.0
|
%
|
Expected term
|
4.25 - 6.33 years
|
|
Risk free interest rate
|
1.4% - 1.7%
|
|
Expected dividend yield
|
0.0
|
%
|
|
Shares
|
|
Weighted Average
Exercise Price |
|
Weighted Average
Remaining Contractual Life (years) |
|
Aggregate Intrinsic Value
|
|||||
Outstanding at December 31, 2014
|
6,924,903
|
|
|
$
|
11.00
|
|
|
|
|
|
||
Granted
|
1,021,000
|
|
|
12.41
|
|
|
|
|
|
|||
Exercised
|
(1,953
|
)
|
|
11.00
|
|
|
|
|
|
|||
Forfeited
|
(468,535
|
)
|
|
11.02
|
|
|
|
|
|
|||
Outstanding at September 30, 2015
|
7,475,415
|
|
|
$
|
11.19
|
|
|
9.0
|
|
$
|
—
|
|
|
Shares
|
|
Weighted Average
Exercise Price |
|
Weighted Average
Remaining Contractual Life (years) |
|
Aggregate Intrinsic Value
|
|||||
Outstanding at December 31, 2015
|
7,329,334
|
|
|
$
|
11.20
|
|
|
|
|
|
||
Granted
|
1,600,000
|
|
|
8.96
|
|
|
|
|
|
|||
Exercised
|
—
|
|
|
—
|
|
|
|
|
|
|||
Forfeited
|
(347,859
|
)
|
|
11.07
|
|
|
|
|
|
|||
Outstanding at September 30, 2016
|
8,581,475
|
|
|
$
|
10.79
|
|
|
7.3
|
|
$
|
598,500
|
|
|
(in thousands)
|
|
|
2016 (remainder)
|
$
|
1,118
|
|
2017
|
4,772
|
|
|
2018
|
4,456
|
|
|
2019
|
2,934
|
|
|
2020
|
2,035
|
|
|
Thereafter
|
4,608
|
|
|
Total minimum payments
|
$
|
19,923
|
|
|
(in thousands, except per share data)
|
||||||||||||||
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30,
|
||||||||||||
|
2015
|
|
2016
|
|
2015
|
|
2016
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
16,455
|
|
|
$
|
15,863
|
|
|
$
|
7,852
|
|
|
$
|
20,080
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average shares of common stock outstanding
|
17,532
|
|
|
18,395
|
|
|
17,427
|
|
|
18,208
|
|
||||
Effect of dilutive common stock equivalents
|
10,078
|
|
|
8,977
|
|
|
10,414
|
|
|
9,072
|
|
||||
Weighted average diluted common shares outstanding
|
27,610
|
|
|
27,372
|
|
|
27,841
|
|
|
27,280
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.94
|
|
|
$
|
0.86
|
|
|
$
|
0.45
|
|
|
$
|
1.10
|
|
Diluted
|
$
|
0.60
|
|
|
$
|
0.58
|
|
|
$
|
0.28
|
|
|
$
|
0.74
|
|
•
|
Net revenue for the
three months ended September 30, 2016
increased
$36.2 million
, or
27.9%
. Organic growth accounts for $2.2 million of the increase, with $34.0 million relating to the acquisition of NAME.
|
•
|
Local Marketing Solutions net revenue increased
$3.1 million
, or
3.6%
.
|
•
|
Entertainment net revenue increased
$33.1 million
, or
76.0%
.
|
•
|
Pro forma consolidated net revenue decreased
$0.3 million
, or
0.2%
.
|
•
|
Pro forma Local Marketing Solutions net revenue increased
$3.3 million
, or
3.8%
.
|
•
|
Pro forma Entertainment net revenue decreased
$3.6 million
, or
4.5%
.
|
•
|
Net revenue for the
nine months ended September 30, 2016
increased
$69.1 million
, or
21.1%
. Organic growth accounts for $10.6 million of the increase, with $58.5 million relating to the acquisition of NAME.
|
•
|
Local Marketing Solutions net revenue increased
$11.1 million
, or
4.6%
.
|
•
|
Entertainment net revenue increased
$58.0 million
, or
65.6%
.
|
•
|
Pro forma consolidated net revenue increased
$8.4 million
, or
2.2%
. Excluding the impact of political advertising revenue in 2016, an election year, pro forma net revenue increased $5.8 million, or 1.5%. The growth in non-political net revenue was primarily driven by growth from our digital products and solutions.
|
•
|
Pro forma Local Marketing Solutions net revenue increased
$12.1 million
, or
5.1%
.
|
•
|
Pro forma Entertainment net revenue decreased
$3.7 million
, or
2.4%
.
|
($ in thousands) |
Three Months Ended
September 30, |
|
|
|
|
|||||||||
|
2015
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|||||||
Local Marketing Solutions net revenue
|
$
|
85,949
|
|
|
$
|
89,003
|
|
|
$
|
3,054
|
|
|
3.6
|
%
|
Entertainment net revenue
|
43,619
|
|
|
76,753
|
|
|
33,134
|
|
|
76.0
|
%
|
|||
Net revenue
|
129,568
|
|
|
165,756
|
|
|
36,188
|
|
|
27.9
|
%
|
|||
Operating Costs and Expenses:
|
|
|
|
|
|
|
|
|||||||
Local Marketing Solutions direct operating expenses
|
53,534
|
|
|
55,773
|
|
|
2,239
|
|
|
4.2
|
%
|
|||
Entertainment direct operating expenses
|
36,194
|
|
|
58,873
|
|
|
22,679
|
|
|
62.7
|
%
|
|||
Direct operating expenses, excluding depreciation, amortization and stock-based compensation
|
89,728
|
|
|
114,646
|
|
|
24,918
|
|
|
27.8
|
%
|
|||
Depreciation and amortization
|
4,784
|
|
|
5,686
|
|
|
902
|
|
|
18.9
|
%
|
|||
Corporate expenses
|
6,119
|
|
|
6,450
|
|
|
331
|
|
|
5.4
|
%
|
|||
Stock-based compensation
|
2,875
|
|
|
206
|
|
|
(2,669
|
)
|
|
(92.8
|
)%
|
|||
Transaction costs
|
1,125
|
|
|
256
|
|
|
(869
|
)
|
|
(77.2
|
)%
|
|||
Net (gain) on sale of assets
|
(11,909
|
)
|
|
(426
|
)
|
|
11,483
|
|
|
**
|
|
|||
Total operating costs and expenses
|
92,722
|
|
|
126,818
|
|
|
34,096
|
|
|
36.8
|
%
|
|||
Operating income
|
36,846
|
|
|
38,938
|
|
|
2,092
|
|
|
5.7
|
%
|
|||
Other expense:
|
|
|
|
|
|
|
|
|||||||
Interest expense, net
|
8,527
|
|
|
8,294
|
|
|
(233
|
)
|
|
(2.7
|
)%
|
|||
Impairment on investment
|
—
|
|
|
4,236
|
|
|
4,236
|
|
|
**
|
|
|||
Cancellation and (repurchase) of debt
|
288
|
|
|
—
|
|
|
(288
|
)
|
|
**
|
|
|||
Other expense, net
|
33
|
|
|
52
|
|
|
19
|
|
|
57.6
|
%
|
|||
Total other expense
|
8,848
|
|
|
12,582
|
|
|
3,734
|
|
|
42.2
|
%
|
|||
Income before income taxes
|
27,998
|
|
|
26,356
|
|
|
(1,642
|
)
|
|
(5.9
|
)%
|
|||
Provision for income taxes
|
11,543
|
|
|
10,493
|
|
|
(1,050
|
)
|
|
(9.1
|
)%
|
|||
Net income
|
$
|
16,455
|
|
|
$
|
15,863
|
|
|
$
|
(592
|
)
|
|
(3.6
|
)%
|
**
Percent change not meaningful.
|
|
Three Months Ended
September 30, |
||||||
|
2015
|
|
2016
|
||||
($ in thousands)
|
|
|
|
||||
2023 Notes
|
$
|
4,874
|
|
|
$
|
4,584
|
|
Term Loans
|
3,229
|
|
|
3,306
|
|
||
Capital loans and other
|
15
|
|
|
10
|
|
||
Loan origination costs
|
409
|
|
|
394
|
|
||
Interest expense, net
|
$
|
8,527
|
|
|
$
|
8,294
|
|
($ in thousands) |
Nine Months Ended
September 30, |
|
|
|
|
|||||||||
|
2015
|
|
2016
|
|
$ Change
|
|
% Change
|
|||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|||||||
Local Marketing Solutions net revenue
|
$
|
239,773
|
|
|
$
|
250,914
|
|
|
$
|
11,141
|
|
|
4.6
|
%
|
Entertainment net revenue
|
88,429
|
|
|
146,431
|
|
|
58,002
|
|
|
65.6
|
%
|
|||
Net revenue
|
328,202
|
|
|
397,345
|
|
|
69,143
|
|
|
21.1
|
%
|
|||
Operating Costs and Expenses:
|
|
|
|
|
|
|
|
|||||||
Local Marketing Solutions direct operating expenses
|
155,846
|
|
|
164,826
|
|
|
8,980
|
|
|
5.8
|
%
|
|||
Entertainment direct operating expenses
|
77,485
|
|
|
132,318
|
|
|
54,833
|
|
|
70.8
|
%
|
|||
Direct operating expenses, excluding depreciation, amortization and stock-based compensation
|
233,331
|
|
|
297,144
|
|
|
63,813
|
|
|
27.3
|
%
|
|||
Depreciation and amortization
|
12,068
|
|
|
17,812
|
|
|
5,744
|
|
|
47.6
|
%
|
|||
Corporate expenses
|
17,985
|
|
|
18,320
|
|
|
335
|
|
|
1.9
|
%
|
|||
Stock-based compensation
|
4,278
|
|
|
663
|
|
|
(3,615
|
)
|
|
(84.5
|
)%
|
|||
Transaction costs
|
1,297
|
|
|
606
|
|
|
(691
|
)
|
|
(53.3
|
)%
|
|||
Net (gain) loss on sale of assets
|
(11,895
|
)
|
|
287
|
|
|
12,182
|
|
|
**
|
|
|||
Total operating costs and expenses
|
257,064
|
|
|
334,832
|
|
|
77,768
|
|
|
30.3
|
%
|
|||
Operating income
|
71,138
|
|
|
62,513
|
|
|
(8,625
|
)
|
|
(12.1
|
)%
|
|||
Other expense (income):
|
|
|
|
|
|
|
|
|||||||
Interest expense, net
|
27,334
|
|
|
25,740
|
|
|
(1,594
|
)
|
|
(5.8
|
)%
|
|||
Impairment on investment
|
—
|
|
|
4,236
|
|
|
4,236
|
|
|
**
|
|
|||
Cancellation and (repurchase) of debt
|
30,305
|
|
|
(461
|
)
|
|
(30,766
|
)
|
|
**
|
|
|||
Other expense (income), net
|
117
|
|
|
(351
|
)
|
|
(468
|
)
|
|
**
|
|
|||
Total other expense
|
57,756
|
|
|
29,164
|
|
|
(28,592
|
)
|
|
(49.5
|
)%
|
|||
Income before income taxes
|
13,382
|
|
|
33,349
|
|
|
19,967
|
|
|
149.2
|
%
|
|||
Provision for income taxes
|
5,530
|
|
|
13,269
|
|
|
7,739
|
|
|
139.9
|
%
|
|||
Net income
|
$
|
7,852
|
|
|
$
|
20,080
|
|
|
$
|
12,228
|
|
|
155.7
|
%
|
**
Percent change not meaningful.
|
|
Nine Months Ended
September 30, |
||||||
|
2015
|
|
2016
|
||||
($ in thousands)
|
|
|
|
||||
Unsecured Senior Notes
|
$
|
18,571
|
|
|
$
|
14,262
|
|
Term Loans
|
7,393
|
|
|
9,904
|
|
||
Capital loans and other
|
44
|
|
|
33
|
|
||
Loan origination costs
|
1,326
|
|
|
1,541
|
|
||
Interest expense, net
|
$
|
27,334
|
|
|
$
|
25,740
|
|
($ in thousands)
|
Townsquare
|
|
NAME
|
|
Tower Sale
|
|
Townsquare
Pro Forma for
the Transactions
|
||||||||
Local Marketing Solutions net revenue
|
$
|
85,949
|
|
|
$
|
—
|
|
|
$
|
(242
|
)
|
|
$
|
85,707
|
|
Entertainment net revenue
|
43,619
|
|
|
36,722
|
|
|
—
|
|
|
80,341
|
|
||||
Net revenue
|
$
|
129,568
|
|
|
$
|
36,722
|
|
|
$
|
(242
|
)
|
|
$
|
166,048
|
|
($ in thousands)
|
Townsquare
|
|
NAME
|
|
Tower Sale
|
|
Townsquare
Pro Forma for
the Transactions
|
||||||||
Local Marketing Solutions net revenue
|
$
|
239,773
|
|
|
$
|
—
|
|
|
$
|
(961
|
)
|
|
$
|
238,812
|
|
Entertainment net revenue
|
88,429
|
|
|
61,661
|
|
|
—
|
|
|
150,090
|
|
||||
Net revenue
|
$
|
328,202
|
|
|
$
|
61,661
|
|
|
$
|
(961
|
)
|
|
$
|
388,902
|
|
|
Nine Months Ended
September 30, |
||||||
($ in thousands)
|
2015
|
|
2016
|
||||
Cash provided by operating activities
|
$
|
14,040
|
|
|
$
|
40,160
|
|
Cash used in investing activities
|
(65,013
|
)
|
|
(16,690
|
)
|
||
Cash provided by (used in) financing activities
|
54,696
|
|
|
(17,675
|
)
|
||
Net effect of foreign currency exchange rate changes
|
(126
|
)
|
|
(680
|
)
|
||
Net increase in cash
|
$
|
3,597
|
|
|
$
|
5,115
|
|
|
|
|
TOWNSQUARE MEDIA, INC.
|
|
|
By:
|
/s/ Steven Price
|
|
Name: Steven Price
|
|
Title: Chairman & Chief Executive Officer
|
|
|
By:
|
/s/ Stuart Rosenstein
|
|
Name: Stuart Rosenstein
|
|
Title: Executive Vice President & Chief Financial Officer
|
Exhibit
|
|
Description
|
10.1
|
|
Registration Agreement, dated as of August 16, 2016, by and between Townsquare Media, Inc. and Madison Square Garden Investments, LLC
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended
|
|
|
|
32.1
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350
|
|
|
|
32.2
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
TOWNSQUARE MEDIA, INC.
|
|
|
|
|
|
|
|
By:
|
/s/ Steven Price
|
|
Name:
|
Steven Price
|
|
Its:
|
Chairman and Chief Executive Officer
|
|
|
MADISON SQUARE GARDEN INVESTMENTS, LLC
|
|
|
|
|
|
|
|
By:
|
/s/ Donna Coleman
|
|
Name:
|
Donna Coleman
|
|
Its:
|
Executive Vice President and Chief Financial Officer
|
|
|
[Other Securityholder]
|
|
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Its:
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Townsquare Media, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Dated: November 8, 2016
|
|
By:
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/s/ Steven Price
|
|
|
|
Name: Steven Price
|
|
|
|
Title: Chairman and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Townsquare Media, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated: November 8, 2016
|
|
By:
|
/s/ Stuart Rosenstein
|
|
|
|
Name: Stuart Rosenstein
|
|
|
|
Title: Executive Vice President and Chief Financial Officer
|
Dated: November 8, 2016
|
|
/s/ Steven Price
|
|
|
Name: Steven Price
|
|
|
Title: Chairman and Chief Executive Officer
|
Dated: November 8, 2016
|
|
/s/ Stuart Rosenstein
|
|
|
Name: Stuart Rosenstein
|
|
|
Title: Executive Vice President and Chief Financial Officer
|