|
|||
|
|
|
|
|
|||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
December 31,
2016 |
|
September 30,
2017 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash
|
$
|
51,540
|
|
|
$
|
53,299
|
|
Accounts receivable, net of allowance of $1,433 and $1,658, respectively
|
59,642
|
|
|
65,710
|
|
||
Prepaid expenses and other current assets
|
11,445
|
|
|
13,888
|
|
||
Total current assets
|
122,627
|
|
|
132,897
|
|
||
Property and equipment, net
|
139,607
|
|
|
146,524
|
|
||
Intangible assets, net
|
513,915
|
|
|
512,823
|
|
||
Goodwill
|
292,953
|
|
|
296,081
|
|
||
Investments
|
4,313
|
|
|
7,470
|
|
||
Other assets
|
7,290
|
|
|
9,128
|
|
||
Total assets
|
$
|
1,080,705
|
|
|
$
|
1,104,923
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
10,602
|
|
|
$
|
12,453
|
|
Current portion of long-term debt
|
6,901
|
|
|
5
|
|
||
Deferred revenue
|
17,213
|
|
|
14,124
|
|
||
Accrued expenses and other current liabilities
|
25,813
|
|
|
23,493
|
|
||
Accrued interest
|
4,622
|
|
|
9,172
|
|
||
Total current liabilities
|
65,151
|
|
|
59,247
|
|
||
Long-term debt, less current portion (net of deferred finance costs of $8,006 and $7,123, respectively)
|
564,315
|
|
|
564,818
|
|
||
Deferred tax liability
|
50,967
|
|
|
62,974
|
|
||
Other long-term liabilities
|
10,221
|
|
|
9,597
|
|
||
Total liabilities
|
690,654
|
|
|
696,636
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Class A common stock, par value $0.01 per share; 300,000,000 shares authorized; 13,735,690 and
13,819,639 shares issued and outstanding, respectively |
137
|
|
|
138
|
|
||
Class B common stock, par value $0.01 per share; 50,000,000 shares authorized; 3,022,484
shares issued and outstanding |
30
|
|
|
30
|
|
||
Class C common stock, par value $0.01 per share; 50,000,000 shares authorized; 1,636,341 shares issued and outstanding
|
17
|
|
|
17
|
|
||
Total common stock
|
184
|
|
|
185
|
|
||
Additional paid-in capital
|
365,434
|
|
|
366,863
|
|
||
Retained earnings
|
24,450
|
|
|
40,759
|
|
||
Accumulated other comprehensive loss
|
(722
|
)
|
|
(415
|
)
|
||
Noncontrolling interest
|
705
|
|
|
895
|
|
||
Total stockholders’ equity
|
390,051
|
|
|
408,287
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,080,705
|
|
|
$
|
1,104,923
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2016
|
|
2017
|
|
2016
|
|
2017
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net revenue
|
$
|
165,756
|
|
|
$
|
164,112
|
|
|
$
|
397,345
|
|
|
$
|
393,192
|
|
|
|
|
|
|
|
|
|
||||||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Direct operating expenses, excluding depreciation, amortization and stock-based compensation
|
114,646
|
|
|
118,027
|
|
|
297,144
|
|
|
299,762
|
|
||||
Depreciation and amortization
|
5,686
|
|
|
6,550
|
|
|
17,812
|
|
|
19,776
|
|
||||
Corporate expenses
|
6,450
|
|
|
6,391
|
|
|
18,320
|
|
|
18,375
|
|
||||
Stock-based compensation
|
206
|
|
|
200
|
|
|
663
|
|
|
571
|
|
||||
Transaction costs
|
256
|
|
|
218
|
|
|
606
|
|
|
606
|
|
||||
Net (gain) loss on sale and retirement of assets
|
(426
|
)
|
|
(52
|
)
|
|
287
|
|
|
662
|
|
||||
Total operating costs and expenses
|
126,818
|
|
|
131,334
|
|
|
334,832
|
|
|
339,752
|
|
||||
Operating income
|
38,938
|
|
|
32,778
|
|
|
62,513
|
|
|
53,440
|
|
||||
Other expense (income):
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
8,294
|
|
|
8,230
|
|
|
25,740
|
|
|
24,474
|
|
||||
Impairment on investment
|
4,236
|
|
|
—
|
|
|
4,236
|
|
|
—
|
|
||||
Repurchase of debt
|
—
|
|
|
—
|
|
|
(461
|
)
|
|
—
|
|
||||
Other expense (income), net
|
52
|
|
|
139
|
|
|
(351
|
)
|
|
189
|
|
||||
Income before income taxes
|
26,356
|
|
|
24,409
|
|
|
33,349
|
|
|
28,777
|
|
||||
Provision for income taxes
|
10,493
|
|
|
10,116
|
|
|
13,269
|
|
|
11,929
|
|
||||
Net income
|
$
|
15,863
|
|
|
$
|
14,293
|
|
|
$
|
20,080
|
|
|
$
|
16,848
|
|
|
|
|
|
|
|
|
|
||||||||
Net income attributable to:
|
|
|
|
|
|
|
|
||||||||
Controlling interests
|
$
|
15,816
|
|
|
$
|
14,192
|
|
|
$
|
19,823
|
|
|
$
|
16,309
|
|
Noncontrolling interests
|
47
|
|
|
101
|
|
|
257
|
|
|
539
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.86
|
|
|
$
|
0.77
|
|
|
$
|
1.10
|
|
|
$
|
0.91
|
|
Diluted
|
$
|
0.58
|
|
|
$
|
0.51
|
|
|
$
|
0.74
|
|
|
$
|
0.60
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
18,395
|
|
|
18,478
|
|
|
18,208
|
|
|
18,459
|
|
||||
Diluted
|
27,372
|
|
|
27,994
|
|
|
27,280
|
|
|
28,221
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2016
|
|
2017
|
|
2016
|
|
2017
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
15,863
|
|
|
$
|
14,293
|
|
|
$
|
20,080
|
|
|
$
|
16,848
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
(107
|
)
|
|
193
|
|
|
(454
|
)
|
|
307
|
|
||||
Total comprehensive income
|
15,756
|
|
|
14,486
|
|
|
19,626
|
|
|
17,155
|
|
||||
Less: Comprehensive income attributable to noncontrolling interest
|
47
|
|
|
101
|
|
|
257
|
|
|
539
|
|
||||
Comprehensive income attributable to controlling interest
|
$
|
15,709
|
|
|
$
|
14,385
|
|
|
$
|
19,369
|
|
|
$
|
16,616
|
|
|
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 Loss
|
|
Non-
Controlling
Interest
|
|
Total
|
||||||||||||||||
Balance at January 1, 2017
|
13,735,690
|
|
|
3,022,484
|
|
|
1,636,341
|
|
|
8,977,676
|
|
|
$
|
184
|
|
|
$
|
365,434
|
|
|
$
|
24,450
|
|
|
$
|
(722
|
)
|
|
$
|
705
|
|
|
$
|
390,051
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,309
|
|
|
—
|
|
|
539
|
|
|
16,848
|
|
||||||
Joint venture acquisition
|
48,035
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
512
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
513
|
|
||||||
Stock options exercised
|
35,914
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
346
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
346
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
571
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
571
|
|
||||||
Foreign currency exchange
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
307
|
|
|
—
|
|
|
307
|
|
||||||
Cash distributions to non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(349
|
)
|
|
(349
|
)
|
||||||
Balance at September 30, 2017
|
13,819,639
|
|
|
3,022,484
|
|
|
1,636,341
|
|
|
8,977,676
|
|
|
$
|
185
|
|
|
$
|
366,863
|
|
|
$
|
40,759
|
|
|
$
|
(415
|
)
|
|
$
|
895
|
|
|
$
|
408,287
|
|
|
Nine Months Ended September 30,
|
||||||
|
2016
|
|
2017
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income attributable to:
|
|
|
|
||||
Controlling interests
|
$
|
19,823
|
|
|
$
|
16,309
|
|
Noncontrolling interests
|
257
|
|
|
539
|
|
||
Net income
|
$
|
20,080
|
|
|
$
|
16,848
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
17,812
|
|
|
19,776
|
|
||
Amortization of deferred financing costs
|
1,203
|
|
|
1,232
|
|
||
Deferred income tax expense
|
13,269
|
|
|
11,929
|
|
||
Provision for doubtful accounts
|
1,083
|
|
|
1,744
|
|
||
Stock-based compensation expense
|
663
|
|
|
571
|
|
||
Trade receivable, net
|
(6,762
|
)
|
|
(7,256
|
)
|
||
Repurchase of debt
|
(461
|
)
|
|
—
|
|
||
Write-off of deferred financing costs
|
338
|
|
|
83
|
|
||
Impairment on investment
|
4,236
|
|
|
—
|
|
||
Net loss on sale and retirement of assets
|
287
|
|
|
662
|
|
||
Changes in assets and liabilities, net of acquisitions:
|
|
|
|
||||
Accounts receivable
|
(2,668
|
)
|
|
(5,094
|
)
|
||
Prepaid expenses and other assets
|
(2,828
|
)
|
|
(4,242
|
)
|
||
Accounts payable
|
(887
|
)
|
|
(694
|
)
|
||
Accrued expenses
|
(8,821
|
)
|
|
(5,749
|
)
|
||
Accrued interest
|
4,293
|
|
|
4,580
|
|
||
Other long-term liabilities
|
(677
|
)
|
|
(622
|
)
|
||
Net cash provided by operating activities
|
40,160
|
|
|
33,768
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchase of property and equipment
|
(16,826
|
)
|
|
(18,169
|
)
|
||
Payments for acquisitions, net of cash received
|
(1,941
|
)
|
|
(5,496
|
)
|
||
Payment for investment
|
—
|
|
|
(807
|
)
|
||
Acquisition of intangibles
|
—
|
|
|
(150
|
)
|
||
Proceeds from insurance settlement
|
451
|
|
|
—
|
|
||
Proceeds from sale of assets
|
1,626
|
|
|
282
|
|
||
Net cash used in investing activities
|
(16,690
|
)
|
|
(24,340
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Repayment of long-term debt
|
(17,460
|
)
|
|
(6,662
|
)
|
||
Deferred financing costs
|
—
|
|
|
(432
|
)
|
||
Proceeds from sale of noncontrolling interest in subsidiary
|
50
|
|
|
—
|
|
||
Proceeds from exercise of employee stock options
|
—
|
|
|
346
|
|
||
Cash distributions to noncontrolling interests
|
(138
|
)
|
|
(349
|
)
|
||
Repayments of capitalized obligations
|
(127
|
)
|
|
(615
|
)
|
||
Net cash used in financing activities
|
(17,675
|
)
|
|
(7,712
|
)
|
||
Net effect of foreign currency exchange rate changes
|
(680
|
)
|
|
43
|
|
||
Net increase in cash and restricted cash
|
5,115
|
|
|
1,759
|
|
||
Cash and restricted cash:
|
|
|
|
||||
Beginning of period
|
33,298
|
|
|
51,540
|
|
||
End of period
|
$
|
38,413
|
|
|
$
|
53,299
|
|
|
Nine Months Ended September 30,
|
||||||
|
2016
|
|
2017
|
||||
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
||||
Cash payments:
|
|
|
|
||||
Interest
|
$
|
19,881
|
|
|
$
|
18,575
|
|
Income taxes
|
1,910
|
|
|
1,924
|
|
||
|
|
|
|
||||
Purchase obligations:
|
|
|
|
||||
Capital lease
|
$
|
525
|
|
|
$
|
—
|
|
|
|
|
|
||||
Equity issued in respect of acquisitions:
|
|
|
|
||||
Common stock, joint venture acquisition
|
$
|
—
|
|
|
$
|
513
|
|
|
|
|
|
||||
Non-cash investment:
|
|
|
|
||||
Investments
|
$
|
3,500
|
|
|
$
|
2,350
|
|
(in thousands)
|
December 31,
2016 |
|
September 30,
2017 |
||||
Land and improvements
|
$
|
20,223
|
|
|
$
|
20,832
|
|
Buildings and leasehold improvements
|
36,556
|
|
|
41,124
|
|
||
Broadcast equipment
|
71,159
|
|
|
73,478
|
|
||
Rides and related equipment
|
45,159
|
|
|
50,049
|
|
||
Computer and office equipment
|
11,827
|
|
|
13,007
|
|
||
Furniture and fixtures
|
11,090
|
|
|
14,260
|
|
||
Transportation equipment
|
14,249
|
|
|
16,742
|
|
||
Software development costs
|
10,641
|
|
|
14,158
|
|
||
Total property and equipment, gross
|
220,904
|
|
|
243,650
|
|
||
Less accumulated depreciation and amortization
|
(81,297
|
)
|
|
(97,126
|
)
|
||
Total property and equipment, net
|
$
|
139,607
|
|
|
$
|
146,524
|
|
(in thousands)
|
Local Marketing Solutions
|
|
Entertainment
|
|
Consolidated
|
||||||
Balance at January 1, 2017
|
$
|
202,862
|
|
|
$
|
90,091
|
|
|
$
|
292,953
|
|
Acquisitions
|
3,014
|
|
|
114
|
|
|
3,128
|
|
|||
Balance at September 30, 2017
|
$
|
205,876
|
|
|
$
|
90,205
|
|
|
$
|
296,081
|
|
(in thousands)
|
Estimated Useful Life
|
|
December 31,
2016 |
|
September 30,
2017 |
||||
Intangible Assets:
|
|
|
|
|
|
||||
FCC licenses
|
Indefinite
|
|
$
|
486,525
|
|
|
$
|
487,450
|
|
Trademarks and trade names
|
Indefinite
|
|
4,600
|
|
|
4,600
|
|
||
Customer and advertising relationships
|
10 years
|
|
14,317
|
|
|
14,317
|
|
||
Customer relationships
|
15 years
|
|
8,700
|
|
|
8,700
|
|
||
Leasehold interests
|
5 to 39 years
|
|
1,085
|
|
|
1,085
|
|
||
Tower space
|
3 to 9 years
|
|
454
|
|
|
454
|
|
||
Sports broadcast rights
|
1 to 2 years
|
|
665
|
|
|
665
|
|
||
Non-compete agreements
|
1 to 2 years
|
|
243
|
|
|
243
|
|
||
Trademarks
|
15 years
|
|
10,695
|
|
|
10,781
|
|
||
Permits/licenses
|
1 year
|
|
1,000
|
|
|
1,000
|
|
||
Other intangibles
|
3 years
|
|
991
|
|
|
1,141
|
|
||
Total
|
|
|
529,275
|
|
|
530,436
|
|
||
Less: Accumulated amortization
|
|
|
(15,360)
|
|
|
(17,613
|
)
|
||
Net amount
|
|
|
$
|
513,915
|
|
|
$
|
512,823
|
|
(in thousands)
|
December 31,
2016 |
|
September 30,
2017 |
||||
2023 Notes
|
$
|
280,079
|
|
|
$
|
280,079
|
|
Term Loans
|
298,512
|
|
|
291,851
|
|
||
Capitalized obligations
|
631
|
|
|
16
|
|
||
Debt before deferred financing costs
|
579,222
|
|
|
571,946
|
|
||
Deferred financing costs
|
(8,006
|
)
|
|
(7,123
|
)
|
||
Total debt
|
571,216
|
|
|
564,823
|
|
||
Less: current portion of long-term debt
|
(6,901
|
)
|
|
(5
|
)
|
||
Total long-term debt
|
$
|
564,315
|
|
|
$
|
564,818
|
|
2017 (remainder)
|
$
|
1
|
|
2018
|
5
|
|
|
2019
|
5
|
|
|
2020
|
5
|
|
|
2021
|
—
|
|
|
Thereafter
|
571,930
|
|
|
|
$
|
571,946
|
|
Security1
|
|
Par Value Per Share
|
|
Number Authorized
|
|
Number Outstanding
|
|
Description
|
||||
Class A common stock
|
|
$
|
0.01
|
|
|
300,000,000
|
|
|
13,819,639
|
|
|
One vote per share.
|
Class B common stock
|
|
$
|
0.01
|
|
|
50,000,000
|
|
|
3,022,484
|
|
|
10 votes per share.2
|
Class C common stock
|
|
$
|
0.01
|
|
|
50,000,000
|
|
|
1,636,341
|
|
|
No votes.2
|
Warrants
|
|
|
|
|
|
8,977,676
|
|
|
Each warrant is exercisable for one share of Class A common stock, at an exercise price of $0.0001 per share. The aggregate exercise price for all warrants currently outstanding is $898.3
|
|||
Total
|
|
|
|
400,000,000
|
|
|
27,456,140
|
|
|
|
||
1 Each of the shares of common stock, including the shares of Class A common stock issuable upon exercise of the warrants, have equal economic rights.
|
||||||||||||
2 Each share converts into one share of Class A common stock upon transfer or at the option of the holder, subject to certain conditions, including compliance with FCC rules.
|
||||||||||||
3 The warrants are fully vested and exercisable for shares of Class A common stock, subject to certain conditions, including compliance with FCC rules.
|
Expected volatility
|
40.0
|
%
|
Expected term
|
4.25 years
|
|
Risk free interest rate
|
1.8%
|
|
Expected dividend yield
|
0.0
|
%
|
|
Shares
|
|
Weighted Average
Exercise Price |
|
Weighted Average
Remaining Contractual Life (years) |
|
Aggregate Intrinsic Value
|
|||||
Outstanding at January 1, 2017
|
8,653,712
|
|
|
$
|
9.51
|
|
|
7.1
|
|
$
|
7,805
|
|
Granted
|
50,000
|
|
|
10.62
|
|
|
|
|
|
|||
Exercised
|
(35,914
|
)
|
|
9.63
|
|
|
|
|
|
|||
Forfeited
|
(167,865
|
)
|
|
9.44
|
|
|
|
|
|
|||
Outstanding at September 30, 2017
|
8,499,933
|
|
|
$
|
9.52
|
|
|
6.4
|
|
$
|
4,148
|
|
(in thousands)
|
December 31,
2016 |
|
September 30,
2017 |
||||
Accrued compensation and benefits
|
$
|
12,468
|
|
|
$
|
9,438
|
|
Accrued professional fees
|
1,172
|
|
|
958
|
|
||
Accrued commissions
|
1,883
|
|
|
2,084
|
|
||
Accrued taxes
|
2,286
|
|
|
2,578
|
|
||
Accrued music and FCC licensing
|
338
|
|
|
—
|
|
||
Accrued publisher fees
|
1,593
|
|
|
1,956
|
|
||
Accrued national representation fees
|
1,265
|
|
|
882
|
|
||
Deferred rent
|
1,694
|
|
|
1,828
|
|
||
Accrued other
|
3,114
|
|
|
3,769
|
|
||
|
$
|
25,813
|
|
|
$
|
23,493
|
|
2017 (remainder)
|
$
|
2,448
|
|
2018
|
9,703
|
|
|
2019
|
8,649
|
|
|
2020
|
6,522
|
|
|
2021
|
4,766
|
|
|
Thereafter
|
16,283
|
|
|
Total minimum payments
|
$
|
48,371
|
|
2017 (remainder)
|
$
|
2,206
|
|
2018
|
5,127
|
|
|
2019
|
3,610
|
|
|
2020
|
2,303
|
|
|
2021
|
2,137
|
|
|
Thereafter
|
5,615
|
|
|
Total minimum payments
|
$
|
20,998
|
|
(in thousands)
|
Local Marketing Solutions
|
|
Entertainment
|
|
Corporate
and other
reconciling items
|
|
Consolidated
|
||||||||
Net revenue
|
$
|
89,003
|
|
|
$
|
76,753
|
|
|
$
|
—
|
|
|
$
|
165,756
|
|
Direct operating expenses, excluding depreciation, amortization and stock-based compensation
|
55,773
|
|
|
58,873
|
|
|
—
|
|
|
114,646
|
|
||||
Depreciation and amortization
|
2,854
|
|
|
2,152
|
|
|
680
|
|
|
5,686
|
|
||||
Corporate expenses
|
—
|
|
|
—
|
|
|
6,450
|
|
|
6,450
|
|
||||
Stock-based compensation
|
37
|
|
|
31
|
|
|
138
|
|
|
206
|
|
||||
Transaction costs
|
—
|
|
|
—
|
|
|
256
|
|
|
256
|
|
||||
Net gain on sale and retirement of assets
|
—
|
|
|
—
|
|
|
(426
|
)
|
|
(426
|
)
|
||||
Operating income (loss)
|
$
|
30,339
|
|
|
$
|
15,697
|
|
|
$
|
(7,098
|
)
|
|
$
|
38,938
|
|
(in thousands)
|
Local Marketing Solutions
|
|
Entertainment
|
|
Corporate
and other
reconciling items
|
|
Consolidated
|
||||||||
Net revenue
|
$
|
90,478
|
|
|
$
|
73,634
|
|
|
$
|
—
|
|
|
$
|
164,112
|
|
Direct operating expenses, excluding depreciation, amortization and stock-based compensation
|
58,001
|
|
|
60,026
|
|
|
—
|
|
|
118,027
|
|
||||
Depreciation and amortization
|
3,481
|
|
|
2,142
|
|
|
927
|
|
|
6,550
|
|
||||
Corporate expenses
|
—
|
|
|
—
|
|
|
6,391
|
|
|
6,391
|
|
||||
Stock-based compensation
|
38
|
|
|
33
|
|
|
129
|
|
|
200
|
|
||||
Transaction costs
|
—
|
|
|
—
|
|
|
218
|
|
|
218
|
|
||||
Net gain on sale and retirement of assets
|
—
|
|
|
—
|
|
|
(52
|
)
|
|
(52
|
)
|
||||
Operating income (loss)
|
$
|
28,958
|
|
|
$
|
11,433
|
|
|
$
|
(7,613
|
)
|
|
$
|
32,778
|
|
(in thousands)
|
Local Marketing Solutions
|
|
Entertainment
|
|
Corporate
and other
reconciling items
|
|
Consolidated
|
||||||||
Net revenue
|
$
|
250,914
|
|
|
$
|
146,431
|
|
|
$
|
—
|
|
|
$
|
397,345
|
|
Direct operating expenses, excluding depreciation, amortization and stock-based compensation
|
164,826
|
|
|
132,318
|
|
|
—
|
|
|
297,144
|
|
||||
Depreciation and amortization
|
8,513
|
|
|
6,460
|
|
|
2,839
|
|
|
17,812
|
|
||||
Corporate expenses
|
—
|
|
|
—
|
|
|
18,320
|
|
|
18,320
|
|
||||
Stock-based compensation
|
100
|
|
|
84
|
|
|
479
|
|
|
663
|
|
||||
Transaction costs
|
—
|
|
|
—
|
|
|
606
|
|
|
606
|
|
||||
Net loss on sale and retirement of assets
|
—
|
|
|
—
|
|
|
287
|
|
|
287
|
|
||||
Operating income (loss)
|
$
|
77,475
|
|
|
$
|
7,569
|
|
|
$
|
(22,531
|
)
|
|
$
|
62,513
|
|
Capital expenditures
|
$
|
7,276
|
|
|
$
|
7,582
|
|
|
$
|
1,968
|
|
|
$
|
16,826
|
|
(in thousands)
|
Local Marketing Solutions
|
|
Entertainment
|
|
Corporate
and other
reconciling items
|
|
Consolidated
|
||||||||
Net revenue
|
$
|
257,012
|
|
|
$
|
136,180
|
|
|
$
|
—
|
|
|
$
|
393,192
|
|
Direct operating expenses, excluding depreciation, amortization and stock-based compensation
|
172,741
|
|
|
127,021
|
|
|
—
|
|
|
299,762
|
|
||||
Depreciation and amortization
|
10,450
|
|
|
6,332
|
|
|
2,994
|
|
|
19,776
|
|
||||
Corporate expenses
|
—
|
|
|
—
|
|
|
18,375
|
|
|
18,375
|
|
||||
Stock-based compensation
|
96
|
|
|
91
|
|
|
384
|
|
|
571
|
|
||||
Transaction costs
|
—
|
|
|
—
|
|
|
606
|
|
|
606
|
|
||||
Net loss on sale and retirement of assets
|
—
|
|
|
—
|
|
|
662
|
|
|
662
|
|
||||
Operating income (loss)
|
$
|
73,725
|
|
|
$
|
2,736
|
|
|
$
|
(23,021
|
)
|
|
$
|
53,440
|
|
Capital expenditures
|
$
|
10,161
|
|
|
$
|
7,193
|
|
|
$
|
815
|
|
|
$
|
18,169
|
|
(in thousands)
|
December 31,
2016 |
|
September 30,
2017 |
||||
Local Marketing Solutions
|
$
|
774,908
|
|
|
$
|
782,720
|
|
Entertainment
|
156,875
|
|
|
158,072
|
|
||
Corporate and other reconciling items
|
14,692
|
|
|
14,636
|
|
||
Total
|
$
|
946,475
|
|
|
$
|
955,428
|
|
(in thousands, except per share data)
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2016
|
|
2017
|
|
2016
|
|
2017
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
15,863
|
|
|
$
|
14,293
|
|
|
$
|
20,080
|
|
|
$
|
16,848
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average shares of common stock outstanding
|
18,395
|
|
|
18,478
|
|
|
18,208
|
|
|
18,459
|
|
||||
Effect of dilutive common stock equivalents
|
8,977
|
|
|
9,516
|
|
|
9,072
|
|
|
9,762
|
|
||||
Weighted average diluted common shares outstanding
|
27,372
|
|
|
27,994
|
|
|
27,280
|
|
|
28,221
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.86
|
|
|
$
|
0.77
|
|
|
$
|
1.10
|
|
|
$
|
0.91
|
|
Diluted
|
$
|
0.58
|
|
|
$
|
0.51
|
|
|
$
|
0.74
|
|
|
$
|
0.60
|
|
•
|
Net revenue for the three months ended September 30, 2017 decreased $1.6 million, or 1.0%. Excluding political revenue, net revenue decreased 0.3%.
|
•
|
Local Marketing Solutions net revenue increased $1.5 million, or 1.7%. Excluding political revenue, Local Marketing Solutions net revenue increased 3.0%.
|
•
|
Entertainment net revenue decreased $3.1 million, or 4.1%.
|
•
|
Net revenue for the nine months ended September 30, 2017 decreased $4.2 million, or 1.0%. Excluding political revenue, net revenue decreased 0.4%.
|
•
|
Local Marketing Solutions net revenue increased $6.1 million, or 2.4%. Excluding political revenue, Local Marketing Solutions net revenue increased 3.5%.
|
•
|
Entertainment net revenue decreased $10.3 million, or 7.0%.
|
($ in thousands) |
Three Months Ended
September 30, |
|
|
|
|
|||||||||
|
2016
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|||||||
Local Marketing Solutions net revenue
|
$
|
89,003
|
|
|
$
|
90,478
|
|
|
$
|
1,475
|
|
|
1.7
|
%
|
Entertainment net revenue
|
76,753
|
|
|
73,634
|
|
|
(3,119
|
)
|
|
(4.1
|
)%
|
|||
Net revenue
|
165,756
|
|
|
164,112
|
|
|
(1,644
|
)
|
|
(1.0
|
)%
|
|||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|||||||
Local Marketing Solutions direct operating expenses
|
55,773
|
|
|
58,001
|
|
|
2,228
|
|
|
4.0
|
%
|
|||
Entertainment direct operating expenses
|
58,873
|
|
|
60,026
|
|
|
1,153
|
|
|
2.0
|
%
|
|||
Direct operating expenses, excluding depreciation, amortization and stock-based compensation
|
114,646
|
|
|
118,027
|
|
|
3,381
|
|
|
2.9
|
%
|
|||
Depreciation and amortization
|
5,686
|
|
|
6,550
|
|
|
864
|
|
|
15.2
|
%
|
|||
Corporate expenses
|
6,450
|
|
|
6,391
|
|
|
(59
|
)
|
|
(0.9
|
)%
|
|||
Stock-based compensation
|
206
|
|
|
200
|
|
|
(6
|
)
|
|
(2.9
|
)%
|
|||
Transaction costs
|
256
|
|
|
218
|
|
|
(38
|
)
|
|
(14.8
|
)%
|
|||
Net gain on sale and retirement of assets
|
(426
|
)
|
|
(52
|
)
|
|
374
|
|
|
(87.8
|
)%
|
|||
Total operating costs and expenses
|
126,818
|
|
|
131,334
|
|
|
4,516
|
|
|
3.6
|
%
|
|||
Operating income
|
38,938
|
|
|
32,778
|
|
|
(6,160
|
)
|
|
(15.8
|
)%
|
|||
Other expense:
|
|
|
|
|
|
|
|
|||||||
Interest expense, net
|
8,294
|
|
|
8,230
|
|
|
(64
|
)
|
|
(0.8
|
)%
|
|||
Impairment on investment
|
4,236
|
|
|
—
|
|
|
(4,236
|
)
|
|
(100.0
|
)%
|
|||
Other expense, net
|
52
|
|
|
139
|
|
|
87
|
|
|
167.3
|
%
|
|||
Total other expense
|
12,582
|
|
|
8,369
|
|
|
(4,213
|
)
|
|
(33.5
|
)%
|
|||
Income before income taxes
|
26,356
|
|
|
24,409
|
|
|
(1,947
|
)
|
|
(7.4
|
)%
|
|||
Provision for income taxes
|
10,493
|
|
|
10,116
|
|
|
(377
|
)
|
|
(3.6
|
)%
|
|||
Net income
|
$
|
15,863
|
|
|
$
|
14,293
|
|
|
$
|
(1,570
|
)
|
|
(9.9
|
)%
|
**Percent change not meaningful.
|
|
Three Months Ended
September 30, |
||||||
|
2016
|
|
2017
|
||||
(in thousands)
|
|
|
|
||||
2023 Notes
|
$
|
4,584
|
|
|
$
|
4,551
|
|
Term Loans
|
3,306
|
|
|
3,296
|
|
||
Capital loans and other
|
10
|
|
|
2
|
|
||
Loan origination costs
|
394
|
|
|
381
|
|
||
Interest expense, net
|
$
|
8,294
|
|
|
$
|
8,230
|
|
($ in thousands) |
Nine Months Ended September 30,
|
|
|
|
|
|||||||||
|
2016
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|||||||
Local Marketing Solutions net revenue
|
$
|
250,914
|
|
|
$
|
257,012
|
|
|
$
|
6,098
|
|
|
2.4
|
%
|
Entertainment net revenue
|
146,431
|
|
|
136,180
|
|
|
(10,251
|
)
|
|
(7.0
|
)%
|
|||
Net revenue
|
397,345
|
|
|
393,192
|
|
|
(4,153
|
)
|
|
(1.0
|
)%
|
|||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|||||||
Local Marketing Solutions direct operating expenses
|
164,826
|
|
|
172,741
|
|
|
7,915
|
|
|
4.8
|
%
|
|||
Entertainment direct operating expenses
|
132,318
|
|
|
127,021
|
|
|
(5,297
|
)
|
|
(4.0
|
)%
|
|||
Direct operating expenses, excluding depreciation, amortization and stock-based compensation
|
297,144
|
|
|
299,762
|
|
|
2,618
|
|
|
0.9
|
%
|
|||
Depreciation and amortization
|
17,812
|
|
|
19,776
|
|
|
1,964
|
|
|
11.0
|
%
|
|||
Corporate expenses
|
18,320
|
|
|
18,375
|
|
|
55
|
|
|
0.3
|
%
|
|||
Stock-based compensation
|
663
|
|
|
571
|
|
|
(92
|
)
|
|
(13.9
|
)%
|
|||
Transaction costs
|
606
|
|
|
606
|
|
|
—
|
|
|
—
|
%
|
|||
Net loss on sale and retirement of assets
|
287
|
|
|
662
|
|
|
375
|
|
|
130.7
|
%
|
|||
Total operating costs and expenses
|
334,832
|
|
|
339,752
|
|
|
4,920
|
|
|
1.5
|
%
|
|||
Operating income
|
62,513
|
|
|
53,440
|
|
|
(9,073
|
)
|
|
(14.5
|
)%
|
|||
Other expense (income):
|
|
|
|
|
|
|
|
|||||||
Interest expense, net
|
25,740
|
|
|
24,474
|
|
|
(1,266
|
)
|
|
(4.9
|
)%
|
|||
Impairment on investment
|
4,236
|
|
|
—
|
|
|
(4,236
|
)
|
|
(100.0
|
)%
|
|||
Repurchase of debt
|
(461
|
)
|
|
—
|
|
|
461
|
|
|
100.0
|
%
|
|||
Other (income) expense, net
|
(351
|
)
|
|
189
|
|
|
540
|
|
|
153.8
|
%
|
|||
Total other expense
|
29,164
|
|
|
24,663
|
|
|
(4,501
|
)
|
|
(15.4
|
)%
|
|||
Income before income taxes
|
33,349
|
|
|
28,777
|
|
|
(4,572
|
)
|
|
(13.7
|
)%
|
|||
Provision for income taxes
|
13,269
|
|
|
11,929
|
|
|
(1,340
|
)
|
|
(10.1
|
)%
|
|||
Net income
|
$
|
20,080
|
|
|
$
|
16,848
|
|
|
$
|
(3,232
|
)
|
|
(16.1
|
)%
|
**Percent change not meaningful.
|
|
Nine Months Ended September 30,
|
||||||
(in thousands)
|
2016
|
|
2017
|
||||
2023 Notes
|
$
|
14,262
|
|
|
$
|
13,653
|
|
Term Loans
|
9,904
|
|
|
9,499
|
|
||
Capital loans and other
|
33
|
|
|
7
|
|
||
Loan origination costs
|
1,541
|
|
|
1,315
|
|
||
Interest expense, net
|
$
|
25,740
|
|
|
$
|
24,474
|
|
|
Nine Months Ended
September 30, |
||||||
(in thousands)
|
2016
|
|
2017
|
||||
Cash provided by operating activities
|
$
|
40,160
|
|
|
$
|
33,768
|
|
Cash used in investing activities
|
(16,690
|
)
|
|
(24,340
|
)
|
||
Cash used in financing activities
|
(17,675
|
)
|
|
(7,712
|
)
|
||
Net effect of foreign currency exchange rate changes
|
(680
|
)
|
|
43
|
|
||
Net increase in cash and restricted cash
|
$
|
5,115
|
|
|
$
|
1,759
|
|
|
|
|
TOWNSQUARE MEDIA, INC.
|
|
|
By:
|
/s/ Dhruv Prasad
|
|
Name: Dhruv Prasad
|
|
Title: Co-Chief Executive Officer
|
|
|
By:
|
/s/ Stuart Rosenstein
|
|
Name: Stuart Rosenstein
|
|
Title: Executive Vice President & Chief Financial Officer
|
Exhibit
|
|
Description
|
|
Employment Agreement, between Townsquare Media, Inc. and Bill Wilson, dated October 16, 2017. ***†
|
|
|
|
|
|
Employment Agreement, between Townsquare Media, Inc. and Dhruv Prasad, dated October 16, 2017. ***†
|
|
|
|
|
|
Letter Agreement, between Townsquare Media, Inc. and Steven Price, dated October 16, 2017. ***†
|
|
|
|
|
|
Employment Agreement, between Townsquare Media, Inc. and Stuart Rosenstein, dated October 16, 2017. ***†
|
|
|
|
|
|
Amendment No. 3, dated October 20, 2017, to the Credit Agreement, dated as of April 1, 2015 (as amended by the Incremental Amendment Agreement No. 1 dated as of September 1, 2015 and Amendment No. 2 dated as of February 8, 2017) (the “Credit Agreement”), among Townsquare Media, Inc., each lender from time to time party thereto, Royal Bank of Canada, as administrative agent and collateral agent. *
|
|
|
|
|
|
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. *
|
|
|
|
|
|
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. *
|
|
|
|
|
|
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. *
|
|
|
|
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350. **
|
|
|
|
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350. **
|
|
|
|
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350. **
|
|
|
|
|
101.INS
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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.,
|
|
as Borrower
|
|
|
|
|
|
By: /s/ Christopher Kitchen
|
|
Name: Christopher Kitchen
|
|
Title: Executive Vice President and General Counsel
|
|
ROYAL BANK OF CANADA, |
|
as Administrative Agent
|
|
|
|
By: /s/ Rodica Dutka
|
|
Name: Rodica Dutka
|
|
Title: Manager, Agency
|
|
|
|
|
|
|
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 7, 2017
|
|
By:
|
/s/ Bill Wilson
|
|
|
|
Name: Bill Wilson
|
|
|
|
Title: Co-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 7, 2017
|
|
By:
|
/s/ Dhruv Prasad
|
|
|
|
Name: Dhruv Prasad
|
|
|
|
Title: Co-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 7, 2017
|
|
By:
|
/s/ Stuart Rosenstein
|
|
|
|
Name: Stuart Rosenstein
|
|
|
|
Title: Executive Vice President and Chief Financial Officer
|
Dated: November 7, 2017
|
|
/s/ Bill Wilson
|
|
|
Name: Bill Wilson
|
|
|
Title: Co-Chief Executive Officer
|
Dated: November 7, 2017
|
|
/s/ Dhruv Prasad
|
|
|
Name: Dhruv Prasad
|
|
|
Title: Co-Chief Executive Officer
|
Dated: November 7, 2017
|
|
/s/ Stuart Rosenstein
|
|
|
Name: Stuart Rosenstein
|
|
|
Title: Executive Vice President and Chief Financial Officer
|