UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No.1)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 20192021
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to ______
Commission file number 001-36558
Townsquare Media, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 27-1996555 | ||||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| One Manhattanville Road | |||||||||||
| Suite 202 | |||||||||||
| Purchase, | New York | 10577 | |||||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||||||||
(203) 861-0900
Registrant's telephone number, including area code
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Class A Common Stock, $0.01 par value per share | TSQ | The New York Stock Exchange | ||||||
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☒ | ||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☒ | ||||||||||||||
| Emerging growth company | ☐ | ||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the registrant’s voting and non-voting common stock held by non-affiliates of the registrant was $73,159,704$189,842,362 based upon the closing price on the New York Stock Exchange on June 28, 2019,30, 2021, the last business day of the registrant’s most recently completed second fiscal quarter. For this computation, the registrant has excluded the market value of all shares of its common stock held by directors and officers of the registrant and certain other stockholders; such exclusion shall not be deemed to constitute an admission that any such person is an “affiliate” of the registrant.
As of July 1, 2020,March 7, 2022, the registrant had 18,978,19517,056,675 outstanding shares of common stock consisting of: (i) 14,330,22012,780,038 shares of Class A common stock, par value $0.01 per share; (ii) 3,011,634815,296 shares of Class B common stock, par value $0.01 per share; and (iii) 1,636,3413,461,341 shares of Class C common stock, par value $0.01 per share. The registrant also had 8,977,676 warrants to purchase Class A common stock outstanding as of that date.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement relating to its 20202022 annual meeting of stockholders (the “2022 Proxy Statement”), to be filed with the Securities and Exchange Commission on July 2, 2020 are incorporated by reference in Part III, Items 10 to 14 of this Amendment No. 1 to Annual Report on Form 10-K/A10-K as indicated herein.
EXPLANATORY NOTE
The purpose of this Amendment is to provide(i) amend and restate the information required byRisk Factors disclosure included in Item 1A for a material weakness in our internal control over financial reporting; (ii) revise the “Report of Independent Registered Certified Public Accounting Firm” of BDO USA LLP (“BDO”) appearing in the Index to Consolidated Financial Statements regarding the effectiveness of our internal control over financial reporting; and (iii) revise the disclosure on our internal control over financial reporting in Part IIIII, Item 9A to reflect management’s conclusion that our disclosure controls and procedures were not effective at December 31, 2021 due to a material weakness in our internal control over financial reporting identified subsequent to the issuance of our Original Form 10-K because10-K. This material weakness did not result in any change to our consolidated financial statements as set forth in the Original Form 10-K. Part IV, Item 15, “Exhibits and Financial Statement Schedules,” also has been amended to include currently dated certifications from the Company’s proxy statement relating to its 2020 annual meeting of stockholders was not filed with the SEC within 120 days after the end of the Company’s fiscal year ended December 31, 2019,Chief Executive Officer and Chief Financial Officer as required by General Instruction G(3)sections 302 and 906 of the Sarbanes Oxley Act of 2002. The certifications are attached to this Amended Filing as Exhibits 31.1, 31.2, 32.1 and 32.2. The Company does not intend to file amendments to any of its previously filed quarterly reports on Form 10-K. This10-Q for the interim periods of 2021.
Other than the changes as outlined above and the inclusion within this Amendment hereby amendsof new certifications by management and restates in their entirety Items 10 through 14a new consent of Part IIIour independent registered certified public accounting firm (and related amendment to the exhibit index that is incorporated by reference into Item 15 of the Original Form 10-K to reflect the addition of such certifications and consent and related changes to the footnotes to that exhibit index), this Amendment speaks only as of the date of the Original Form 10-K and incorporates by referencedoes not modify or update any other disclosures contained in our Original Form 10-K. Specifically, there are no changes to our consolidated financial statements set forth in the Part III information fromOriginal Form 10-K. This Amendment should be read in conjunction with the Company’s definitive proxy statementOriginal Form 10-K and reports filed with the SEC subsequent to the Original Form 10-K.
TOWNSQUARE MEDIA, INC.
INDEX
| PART I | |||||||||||
| PART II | |||||||||||
| PART IV | |||||||||||
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SUMMARY RISK FACTORS
The following is a summary of the principal risks that make an investment in our company speculative or risky, all of which are more fully described in the Risk Factors section below. This summary should be read in conjunction with the Risk Factors section and should not be relied upon as an exhaustive summary of the material risks facing our business.
The impact of the COVID-19 pandemic, or the impact of any future pandemic, is uncertain and difficult to predict, but the COVID-19 pandemic and the measures taken to contain it has had a material adverse effect on July our business and revenues to date and may have a material adverse effect on our business, financial condition, results of operations, stock price, and liquidity in the future.
We are also subject to risks and uncertainties related to general economic conditions and our business, some of which are beyond our control, including that:
•Decreased spending by advertisers, as a result of factors such as supply chain disruption, inflation and changes in the economy have had, and may continue to have a material adverse effect on our business.
•Our business, financial condition and results of operations may be adversely affected if we are unable to acquire certain broadcast rights or our broadcast rights contracts are not renewed on sufficiently favorable terms.
•Our results are impacted by political advertising revenue, which can vary from even to odd-numbered years.
•If we are unable to retain our digital audience, our business may be adversely affected.
•To remain competitive, we must respond to changes in technology, services and standards that characterize our industry.
•The failure or destruction of transmitter and other facilities that we depend upon to distribute our content could materially adversely affect our business, financial condition and results of operations.
•We are dependent on key personnel.
•Increases in or new royalties could adversely impact our business, financial condition and results of operations.
•Our substantial indebtedness could have an adverse impact on us.
•We may be adversely affected by the occurrence of extraordinary events, such as terrorist attacks, pandemics or natural disasters, as we have experienced with the COVID-19 pandemic.
•Capital requirements necessary to operate our business or consummate acquisitions could pose risks.
We also face risks and uncertainties related to our industry and competition, including that:
•Our future revenue and earnings growth may be significantly impacted by our digital lines of business, which are subject to significant competition and rapidly changing technology.
•We may lose audience ratings, market share and advertising revenue to competing radio stations or other types of media competitors.
•Our success is also dependent upon audience engagement with our content, which is difficult to predict.
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Additionally, we are subject to risks related to our acquisitions strategy, such as:
•Due to various market and financial conditions, we may not be able to successfully complete future acquisitions or future dispositions of our radio stations, or achieve the related benefits we anticipate.
We are also subject to risks related to our financial reporting and accounting and the risks posed by potential future asset impairment of our FCC licenses and/or goodwill.
We are also subject to risks and uncertainties related to technology that may also affect our business, including that:
•New technologies could block our digital ads, which could harm our digital advertising business.
•A security breach or a cyber-attack could adversely affect our business.
•Our engagement of third-party service providers increases our exposure to security and data privacy risks.
Our business depends upon licenses issued by and is subject to the rules and regulations of the FCC and other government entities, and our business is subject to risks associated therewith, including that:
•If licenses were not renewed or we were to be out of compliance with FCC regulations and policies, our business could be materially impaired.
•The FCC has been vigorous in its enforcement of its rules and regulations, including its indecency and sponsorship identification rules, violations of which could have a material adverse effect on our business.
Our status as a smaller reporting company may subject us and our stockholders to certain risks.
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ITEM 1A. RISK FACTORS
An investment in Townsquare involves a variety of risks and uncertainties. The following factors and other factors discussed in this Annual Report could cause our actual results to differ materially from those contained in forward-looking statements made in this Annual Report or presented elsewhere in future SEC reports or statements made by our management from time to time. These factors may have a material adverse effect on our business, financial condition, operating results and cash flows, and should be carefully considered. We may update these factors in our future periodic reports.
Risks Related to COVID-19
The impact of the COVID-19 pandemic, or the impact of any future pandemic, is uncertain and difficult to predict, but the COVID-19 pandemic and the measures taken to contain it has had a material adverse effect on our business and revenues to date and may have a material adverse effect on our business, financial condition, results of operations, stock price, and liquidity in the future.
The U.S. economy and financial markets continue to experience volatility due to the COVID-19 pandemic. Our business, results of operations and financial condition were adversely affected by the COVID-19 pandemic in 2020 and 2021. The COVID-19 pandemic and measures taken to contain it have subjected our business, results of operations, financial condition, stock price and liquidity to a number of material risks and uncertainties, all of which may continue, including, but not limited to:
•advertising revenue makes up the majority of our revenue, and, like other similar businesses that depend on advertising spend, we have experienced, and may continue to experience, a decline in this revenue stream;
•although many COVID-19 related government and regulatory restrictions have been lifted, consumer discretionary spending, customer advertising, and attendance at live events may continue to be challenged due to fear, uncertainty, the development of COVID-19 variants, and the increased challenges for businesses to re-start. Any prolonged reduction in actual revenues and anticipated reduction in projected revenues may require us to evaluate our intangible assets or goodwill for impairment;
•as a result of the COVID-19 pandemic, we have been forced to postpone or cancel a large number of our live events, which has had, and may continue to have, a negative impact on our live events revenue;
•the potential negative impact on the health of our employees, particularly if a significant number are impacted, could affect our ability to ensure business continuity during the period of disruption related to the pandemic and could increase our health benefits expense. The pandemic has forced many of our on-site and management office employees to work remotely for periods of time, which may adversely impact our ability to effectively manage our business and maintain our financial reporting processes and related controls, as well as introduce operational risk, including an increased vulnerability to potential cyber security attacks;
•the financial markets and our stock price have also been adversely impacted by the COVID-19 pandemic, and the negative financial impact of the COVID-19 pandemic could result in difficulty accessing debt or equity capital on attractive terms, or at all, funding business operations, complying with the covenants and obligations under any existing or future debt, including meeting required payments of principal and interest or repaying outstanding debt, as well as negatively affect our credit rating, and could present similar difficulties to our clients as well as challenging their ability to meet their payment obligations to us and our and their ability to comply with our agreements; and
•our operations have been affected by the COVID-19 pandemic. We have taken actions to reduce non-essential capital expenditures and continue to evaluate opportunities for managing our operating expenses
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and conserving our financial resources. Our future strategies, prospects and plans for growth may also be negatively impacted by the COVID-19 pandemic.
Taken individually, or together in any combination, the above could cause a material adverse effect on our business, financial condition, results of operations, and liquidity, although the extent of the potential effect will depend on future actions and outcomes, which are uncertain and cannot be predicted with confidence, including the development and severity of COVID-19 variants, the short-term and long-term economic impact of the pandemic (including consumer discretionary spending, supply chain disruptions, inflation, labor shortages, and the effect on advertising activity), the actions taken to mitigate the impact of the virus, including the rates and effectiveness of vaccines, and the pace of economic and financial market recovery, among others. Further, many of the Risk Factors described in this report are more likely to occur and be further intensified as a result of the impact of the COVID-19 pandemic.
Risks Related to Economic Conditions and Our Business
Decreased spending by advertisers, as a result of factors such as supply chain disruption, inflation and changes in the economy have had, and may continue to have a material adverse effect on our business.
Because a substantial majority of our net revenue is generated from the sale of local, regional and national advertising on our digital properties and radio stations, and to a lesser extent, at our live events, a downturn in the economy, prolonged supply chain disruptions or labor shortages, a significant increase in inflation rates, or reduction in consumer confidence in the U.S. economy may have a material adverse impact on our business, financial condition and results of operations, as advertisers generally reduce their spending during such periods. Furthermore, because a substantial portion of our revenue is derived from local advertisers, our ability to generate advertising revenue in specific markets (including concentrations in and around the Northeast, Upper Midwest, Texas and the Mountain West) could be adversely affected by local or regional economic downturns. A downturn in the U.S. economy could also adversely affect our advertising revenue and our results of operations.
Decisions by advertisers to delay or reduce their advertising spend on our platforms could also slow our revenue growth or reduce our revenues. For instance, beginning in approximately April 2021, decisions by advertisers to decrease or delay advertising spend due to supply chain disruptions had an adverse impact on our revenue and revenue growth. While many advertisers have increased spending on advertising in 2021 as compared to 2020, certain industries such as the automotive industry, are still experiencing supply chain disruption and as circumstances change, we may continue to see reduced advertising levels and postponed or cancelled campaigns.
In addition, a significant percentage of our advertising revenue is generated from the sale of advertising to the automotive, financial services and retail industries. These industries, among others, have been adversely affected by prior downturns in the economy, and may be adversely affected by any future downturns in the economy, and a significant decrease in advertising revenue from advertisers in these industries in the future could have a material adverse effect on our business, financial condition and results of operations.
A decline in attendance at or reduction in the number of concerts, expositions and other experiential events and other forms of entertainment may have an adverse effect on revenue and operating income from our live events business. In addition, during periods of economic slowdown and recession, many consumers have historically reduced their discretionary spending and advertisers have reduced their advertising expenditures. Consumer discretionary spending is sensitive to many factors such as employment, fuel and energy prices, inflation and general economic conditions, and as a result, the risks associated with our live events business may become more acute in periods of a slowing economy or recession, which may be accompanied by a decrease in attendance at our live events. The impact of economic slowdowns on our business is difficult to predict, but they may result in reductions in ticket sales, sponsorships and our ability to generate revenue from live events or grow our live events business.
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Our business, financial condition and results of operations may be adversely affected if we are unable to acquire certain broadcast rights or our broadcast rights contracts are not renewed on sufficiently favorable terms.
The acquisition of broadcast rights is highly competitive, and we may be adversely impacted by certain exclusive content rights held by our competitors. We sometimes enter into broadcast rights contracts in the ordinary course of business for both the acquisition and distribution of media content and products, including contracts for both the acquisition and distribution of content rights for sporting events and other programs, and contracts relating to content produced by third parties on our radio stations. If we are unable to renew these contracts, as they expire, on acceptable terms, we may lose these rights, the related content and the related revenue. Even if these contracts are renewed, the cost of obtaining content rights may increase (or increase at faster rates than in the past) or the revenue from distribution of content may be reduced (or increase at slower rates than in the past). The impact of broadcast rights contracts and the terms of the contracts on our results will depend on a number of factors beyond our control, including the strength of advertising markets, effectiveness of marketing efforts, the size of audiences, and the related contract expenses and costs. There can be no assurance that revenue from content based on these rights will exceed the cost of the rights plus the other costs of producing and distributing the content.
Our results are impacted by political advertising revenue, which can vary from even to odd-numbered years.
Approximately 0.8% and 4.3% of our net revenue for the years ended December 31, 2021 and 2020, respectively, consisted of political advertising revenue. Political advertising revenue from elections, which is generally greater in even-numbered years and especially the years in which the U.S. President is elected, has the potential to create fluctuations in our operating results on a year-to-year basis. For example, during 2021, we had political advertising revenue of $3.5 million, as compared to $16.0 million in 2020. In addition, political advertising revenue is dependent on the level of political ad spend and competitiveness of local, state and national elections within each local market.
If we are unable to retain our digital audience, our business may be adversely affected.
The increasing number of digital media options available on the internet, through social networking platforms and through mobile and other devices distributing news and other content is expanding consumer choice significantly. Faced with a multitude of media choices and a dramatic increase in accessible information, consumers may place greater value on when, where, how and at what price they consume digital content than they do on the source or reliability of such content. The popularity of news aggregation websites and customized news feeds (often free to users) may reduce our traffic levels by creating a disincentive for the audience to visit our websites or use our mobile applications. In addition, the undifferentiated presentation of some of our content in aggregation with other content may lead audiences to fail to distinguish our content from the content of other providers. Our reputation for quality journalism and content are important in competing for revenue in this environment and are based on consumer and advertiser perceptions. If consumers fail to differentiate our content from other content providers in digital media, or if the quality of our journalism or content is perceived as less reliable, we may not be able to increase our online traffic sufficiently or retain a base of frequent visitors to our local and national digital properties.
Online traffic is also driven by internet search results, including search results provided by Google, the primary search engine directing traffic to our websites. Search engines frequently update and change the methods for directing search queries to websites or change methodologies or metrics for valuing the quality and performance of internet traffic on delivering cost-per-click advertisements. Any such changes could decrease the amount of revenue that we generate from online advertisements. The failure to successfully manage search engine optimization efforts across our business could result in a significant decrease in traffic to our various websites, which could result in substantial decreases in conversion rates and repeat business, as well as increased costs if we were to replace free traffic with paid traffic, any or all of which would adversely affect our business, financial condition and results of operations.
We may not be able to create sufficient advertiser interest in our digital properties or to maintain or increase the advertising rates of the inventory on our digital properties. Even if we maintain traffic levels, the market position of our brands may not be enough to counteract a significant downward pressure on advertising rates.
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To remain competitive, we must respond to changes in technology, services and standards that characterize our industry.
The radio broadcasting and digital advertising industries are subject to technological change, evolving industry standards and the emergence of new media technologies and trends. We may not have the resources to acquire new technologies or to introduce new services that could compete with these new technologies and may allow us to adapt to new trends. Various new media technologies and services have been or are being developed or introduced, including:
•satellite-delivered digital audio radio service, which resulted in subscriber-based satellite radio services with numerous niche formats;
•audio content by cable systems, direct-broadcast satellite systems, personal communications systems, content available over the internet and other digital audio broadcast formats;
•in-band on-channel digital radio, which provides multi-channel, multi-format digital radio services in the same bandwidth currently occupied by traditional AM and FM radio services;
•Low-Power FM radio stations, which are non-commercial FM radio broadcast outlets, that serve small, localized areas;
•applications that permit users to listen to programming on a time-delayed basis and to fast-forward through programming and/or advertisements (e.g.. podcasts);
•iPhone/iPod/iPad and similar mobile devices, gaming consoles, in-home entertainment and enhanced automotive platforms, voice activated smart speakers, and streaming internet services such as Netflix, Spotify, and Pandora, all of which provide access to audio and other entertainment content to consumers.
The radio broadcasting industry historically has grown despite the introduction of new technologies for the delivery of entertainment and information, including the introduction of new technologies used in automobiles, as a result, in part, of a growing population, greater use of the automobile and increased commuter times. We cannot guarantee that this historical growth will continue. Some of the technologies, particularly satellite digital audio radio service and internet radio, compete for the consumer’s attention in the car, workplace, outdoors and elsewhere.
In addition, we cannot predict the effect, if any, that competition arising from new technologies may have on the radio broadcasting and digital advertising industries or on our business, financial condition and results of operations, some of which could result in the imposition of significant costs and expenses not previously part of our business operations.
The failure or destruction of transmitter and other facilities that we depend upon to distribute our content could materially adversely affect our business, financial condition and results of operations.
We use studios, satellite systems, transmitter facilities and the internet to originate and/or distribute our content. We rely on third-party contracts and services to operate our origination and distribution facilities. These third-party contracts and services include, but are not limited to, electrical power, satellite downlinks, telecom circuits and internet connectivity. Distribution may be disrupted due to one or more third parties losing their ability to provide particular services to us, which could adversely affect our distribution capabilities. A disruption can be caused as a result of any number of events such as local disasters (accidental or environmental), such as weather events or wildfires (which may increase in frequency due to climate change), various acts of terrorism, war or armed conflict, power outages, major telecom and internet connectivity failures or satellite failures. Our ability to distribute content to our radio station audience and/or network affiliates may be disrupted for an undetermined period of time until alternate facilities are engaged and put on-line. Furthermore, until we fix issues that arise or third-party services resume when applicable, the inability to originate or distribute content could have a material adverse effect on our business, financial condition and results of operations.
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We are dependent on key personnel.
The leadership, skills and experience of our senior management team are critical to our operations, and the loss of one or more members of our senior management team could have a material adverse effect on our business, financial condition and results of operations, including impairing our ability to execute and evolve our business strategy. We believe that our future success will depend greatly on our continued ability to attract, retain and motivate highly skilled and qualified personnel.
Future success and growth in our digital businesses depends upon our continued ability to develop and maintain technology and identify, hire, develop, motivate and retain highly skilled technical and sales talent. Competition for employees with these skill sets is intense and our continued ability to compete effectively depends, in part, upon our ability to attract new employees. We will also need to be able to balance the costs of recruiting and retaining these employees with profitable growth. If we are unable to do so, our business, financial condition or results of operations may be adversely affected.
The success of our radio stations is significantly impacted by our on-air talent, and we compete for on-air talent with other radio stations and radio station groups, radio networks, and other providers of syndicated content and other media such as broadcast television, cable television, satellite television, the internet and satellite radio. Our employees and other on-air talent are subject to change and may be lost to competitors or for other reasons, and the contracts we have with certain talent generally are limited in duration. Any adverse changes in particular programs or on-air talent in a particular market could have a negative impact on our ratings and generally could have a material adverse effect on our ratings and our ability to attract advertisers, which could negatively impact our business, financial condition or results of operations adversely affect revenues in that particular market.
Increases in or new royalties could adversely impact our business, financial condition and results of operations.
We pay royalties to song composers and publishers through four professional rights organizations (“PROs”), which currently are Broadcast Music, Inc. (“BMI”), the American Society of Composers, Authors and Publishers (“ASCAP”), SESAC, Inc. (“SESAC”) and Global Music Rights, Inc. (“GMR”), for the performance of music on our radio stations and websites. We also pay royalties to Sound Exchange for music streamed on our websites. Royalty rates are subject to adjustment and it is possible that our royalty rates associated with obtaining rights to use musical compositions and sound recordings in our programming content could increase as a result of private negotiations, regulatory rate-setting processes, or administrative and court decisions. In addition, the emergence of one or more new PROs could increase the royalties we pay.
From time to time, Congress considers legislation that could require that radio broadcasters pay performance royalties to record labels and recording artists. The proposed legislation has been the subject of considerable debate and activity by the radio broadcast industry and other parties that could be affected. We cannot predict whether any proposed legislation will become law. The proposed legislation would add an additional layer of royalties to be paid directly to record labels and artists. It is currently unknown what proposed legislation, if any, will become law, however such an additional royalty could have an adverse effect on our business, financial condition and results of operations.
The Department of Justice has been considering whether to reform or terminate the long-standing consent decrees that govern music licensing by ASCAP and BMI. Additionally, there has been litigation concerning whether these consent decrees require full-work licensing, resulting in a ruling by a federal appeals court that they do not. The reformation or termination of these consent decrees and the resolution of the full-work licensing issue each could lead to the increase of our royalty rates associated with obtaining rights to use musical compositions and sound recordings in our programming content.
Our substantial indebtedness could have an adverse impact on us.
We have a significant amount of indebtedness. As of December 31, 2021, we had $541.5 million of outstanding indebtedness, net of deferred financing costs of $8.5 million, with annual cash interest expense requirements of approximately $38.0 million. Our substantial level of indebtedness increases the risk that we may be unable to generate
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cash sufficient to pay amounts due in respect of our indebtedness. We may incur substantial additional amounts of indebtedness, as well as incur significant non-debt obligations, which could further exacerbate the risks associated with such indebtedness. Our substantial indebtedness could have other significant effects on our business.
For example, it could:
•increase our vulnerability to adverse changes in general economic, industry and competitive conditions;
•require us to dedicate a substantial portion of our cash flow from operations to make payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes;
•limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
•restrict us from taking advantage of opportunities to grow our business;
•make it more difficult to satisfy our financial obligations;
•place us at a competitive disadvantage compared to our competitors that have less debt obligations; and
•limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions, debt service requirements, the execution of our own business strategy or other general corporate purposes on satisfactory terms or at all.
In addition, the agreements evidencing or governing our current indebtedness do contain, and the agreements evidencing or governing our future indebtedness may contain, restrictive covenants that will limit our ability to engage in activities that may be in our long-term best interest.Our ability to comply with those covenants depends on our future operating performance and cash flow, which are in turn subject to prevailing economic conditions, increases or decreases in advertising spending, changes in the highly competitive industry in which we operate, which may be rapid, and other factors, many of which are beyond our control. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of our indebtedness, which would have a material adverse effect on our business.
Interest is payable on the 2026 Notes semi-annually in cash in arrears on February 1st and August 1st of each year. Any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness. If we cannot make scheduled payments on our indebtedness, we will be in default under one or more of the agreements governing our indebtedness, and, as a result, we could be forced into bankruptcy or liquidation.
We may be adversely affected by the occurrence of extraordinary events, such as terrorist attacks, pandemics or natural disasters, as we have experienced with the COVID-19 pandemic.
The occurrence of extraordinary events, such as terrorist attacks, natural disasters, contagious disease outbreaks or pandemics (for example, the COVID-19 pandemic), intentional or unintentional mass casualty incidents or similar events may substantially impact our operations in specific, geographic areas, as well as nationally, may directly affect our employees, including our key employees, and may decrease the use of and demand for advertising, and the attendance at our live events, which may decrease our revenue or expose us to substantial liability. The occurrence of future terrorist attacks, military actions by the U.S., contagious disease outbreaks or pandemics or other unforeseen similar events cannot be predicted, and their occurrence can be expected to negatively affect the economies where we do business in general and specifically in the market for advertising or live events. In addition, an act of God or a natural disaster, such as a weather event or wildfire, which may increase in frequency due to climate change, could adversely impact any one or more of the markets where we do business, thereby impacting our business, financial condition and results of operations.
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Capital requirements necessary to operate our business or consummate acquisitions could pose risks.
Our business requires a certain level of capital expenditures. If our cash flows and capital resources are insufficient to fund our debt service obligations, we could be forced to reduce or delay investments and capital expenditures, adversely impacting our business, financial condition and results of operations. In addition, we may be required to increase our debt and/or issue equity securities in order to consummate an acquisition, and we may not have sufficient cash flows and capital resources to consummate one or more acquisitions. In addition, our ability to obtain financing depends on a number of other factors, many of which are also beyond our control, such as interest rates and national and local business conditions. If the cost of obtaining needed financing is too high or the terms of such financing are otherwise unacceptable in relation to the acquisition opportunity we are presented with, we may decide to forego that opportunity. Additional indebtedness could increase our leverage and make us more vulnerable to economic downturns and may limit our ability to withstand competitive pressures.
Risks Related to Our Industry and Competition
Our future revenue and earnings growth will be significantly impacted by our digital lines of business, which are subject to significant competition and rapidly changing technology.
We invest significant capital and employee resources in our digital businesses, including our subscription digital marketing solutions business, Townsquare Interactive, and our programmatic digital advertising business. These digital business lines are subject to significant competition, rapidly changing technology, and evolving standards. As we continue to grow these lines of business and to expand into new markets, we will also face new sources of competition, including, in certain of these markets, from companies with longer operating histories, established customer bases, greater brand recognition and more financial, technical, marketing, and related resources. We will need to cultivate new relationships with customers, third party providers and other partners in each of these markets. We may not be able to compete successfully against current and future competitors, and our business, results of operations and financial condition will be harmed if we fail to meet these competitive pressures. In addition, there can be no assurance that our digital technologies we use or develop will be adequate, or that we will be able to establish our proprietary right to the technologies we rely upon.
The ability to grow Townsquare Interactive depends in large part on maintaining and expanding our subscriber base. To do so, we must convince prospective subscribers of the benefits of our technology platform and existing subscribers of the continuing value of our products and services. Most of our contracts with subscribers are terminable upon short or no notice. The digital marketing solutions sector is highly competitive. We believe our solutions are well positioned to serve the SMBs in markets outside the top 50 upon which we focus. However, if our net subscriber base decreases, our business, financial condition and operating results will be adversely affected.
We may lose audience ratings, market share and advertising revenue to competing radio stations or other types of media competitors.
We operate in a highly competitive industry. Our radio operations compete for audiences and advertising market share with other radio stations and radio station groups, radio networks, other syndicated content and other media such as broadcast television, newspapers, magazines, cable television, satellite television, the internet, internet radio, digital platforms and applications, satellite radio, outdoor advertising, mobile devices and other portable digital audio players. We also compete for advertising dollars with other large digital companies, such as Facebook, Google and Amazon. Any adverse change in a particular market or in the relative market positions of the radio stations located in a particular market, or any adverse change in audiences’ preferences could have a material adverse effect on our ratings or revenue. Other radio broadcasting companies may enter the markets in which we operate or may operate in the future, offer syndicated content that competes with our content, or try to acquire distribution rights of media content and products or on-air talent that we use or have under contract, and these companies may be larger and have more financial resources than we do.
In addition, from time to time, other radio stations may change their format or content, or a radio station may adopt a format to compete directly with us for audiences and advertisers. These tactics could result in lower ratings,
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lower market share and lower advertising revenue or increased promotion and other expenses and, consequently, lower earnings and cash flow for us. Audience preferences as to format or content may also shift due to demographic changes, personnel or other content changes, a decline in broadcast listening trends or other reasons. We may not be able to adapt to these changes or trends, any of which could have a material adverse impact on our business, financial condition and results of operations. If we elect to make significant changes to our format or content to respond to changes in audience preferences or competition in a number of markets, such changes could utilize significant management resources, capital and time to implement and our new format and content may not be successful.
Competition for advertising is generally based on audience levels and demographics, price, service and advertising results. It has intensified as a result of the continued development of digital media and in recent years, advertisers have shifted dollars toward digital, putting downward pressure on our broadcast revenue. If this trend continues, we may experience a decline in broadcast revenue as a result. In addition, competition from all of these media and services affects our ability to attract and retain advertisers and consumers and to maintain or increase our advertising rates.
Our success is dependent upon audience engagement with our content, which is difficult to predict.
Digital media and radio content production and distribution is an inherently risky business because the revenue derived from the production and distribution of digital media content or a radio program, and the licensing of rights to the intellectual property associated with the content or program, depend primarily upon their acceptance by the public, which is difficult to predict. The commercial success of content or a program also depends upon the quality and acceptance of other competing programs released into the marketplace at or near the same time, the availability of alternative forms of entertainment and leisure time activities, general economic conditions and other tangible and intangible factors, all of which are difficult to predict.
Ratings for broadcast radio stations and traffic or visitors to a particular website are also factors that are weighed when advertisers determine which outlets to use and in determining the advertising rates that the outlet receives. Poor ratings or traffic levels can lead to a reduction in pricing and advertising revenue. For example, if there is an event causing a change of programming at one of our radio stations, there could be no assurance that any replacement programming would generate the same level of ratings, revenue or profitability as the previous programming. In addition, changes in ratings methodology and technology could adversely impact our ratings and negatively affect our advertising revenue. In each market, there has been a compression in the relative ratings of all radio stations in the market, enhancing the competitive pressure within the market for advertising dollars. Because of the competitive factors we face, we cannot assure investors that we will be able to maintain or increase our current audience ratings and advertising revenue, which could have an adverse impact on our business, financial condition and results of operations.
Our live events business depends in part on our ability to anticipate the tastes of consumers and to offer events that appeal to them. Since we rely on unrelated parties to perform at certain of our live events, any lack of availability of popular artists could limit our ability to generate revenue. In addition, our live events business typically plans and makes certain commitments to future events up to 18 months in advance of the event, and often agrees to pay an artist or other service providers or venues a fixed guaranteed deposit amount prior to our receiving any revenue as is standard in the live events industry. Therefore, if the public is not receptive to the event, or we or an artist cancel the event, we may incur a loss for the event depending on the amount of the fixed guaranteed or incurred costs relative to any revenue earned, as well as revenue we could have earned at the event. For certain events, we have cancellation insurance policies in place to cover a portion of our losses but this coverage may not be sufficient and is subject to deductibles. Furthermore, consumer preferences change from time to time, and our failure to anticipate, identify or react to these changes could result in reduced demand for our live events, which would adversely affect our business, financial condition and results of operations.
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Risks Related to Acquisitions
There are risks associated with our acquisition strategy.
We may continue to grow in part by acquiring radio stations, digital properties, live events or other businesses in the future. We cannot predict whether we will be successful in pursuing these acquisitions or what the consequences of these acquisitions will be. Any acquisitions in the future may be subject to various conditions, such as compliance with FCC and antitrust regulatory requirements.
The FCC requirements include:
•approval of license assignments and transfers;
•limits on the number of radio stations a broadcaster may own in a given local market; and
•other rules and policies, such as the ownership attribution rules, that could limit our ability to acquire radio stations in certain markets where one or more of our stockholders, officers or directors have other media interests.
The antitrust regulatory requirements include:
•filings with the DOJ and the FTC under the HSR Act, where applicable;
•expiration or termination of any applicable waiting period under the HSR Act; and
•possible review by the DOJ or the FTC of antitrust issues under the HSR Act or otherwise.
Completion of any acquisition may be approved by regulatory authorities subject to our compliance with certain conditions. These conditions may be onerous, and may include the requirement that we divest certain assets, which may include radio stations we already own or we propose to acquire. We cannot be certain whether we would be willing to satisfy any of these conditions or whether they can be satisfied, the timing thereof, or the potential impact on us any such conditions may have. In addition, the FCC has in the past asserted the authority to review levels of local radio market concentration as part of its acquisition approval process, even where proposed assignments would comply with the numerical limits on local radio station ownership in the FCC’s rules and the Communications Act.
Ouracquisition strategy involves numerous other risks, including risks associated with:
•identifying acquisition candidates, competing for such acquisitions and negotiating definitive purchase agreements on satisfactory terms, and the related costs of these activities;
•integrating operations, systems, and other internal controls, and managing a large and geographically diverse group of assets;
•unsatisfactory returns on investment or an inability to achieve anticipated synergies on a timely basis or at all;
•diverting our management’s attention from other business concerns;
•entry into new markets and geographic areas where we have limited or no experience;
•retaining key employees, customers, suppliers or other third-party relationships of the acquired businesses;
•assumption of known and unknown liabilities, some of which may be difficult or impossible to quantify;
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•non-cash impairment charges or other accounting charges relating to the acquired assets;
•tax costs or inefficiencies; and
•a diminishing number of properties available for sale in appropriately sized and located markets.
We cannot be certain that we will be able to successfully integrate any future acquisitions or manage the resulting business effectively, or that any acquisition will achieve the benefits that we anticipate. In addition, we are not certain that we will be able to acquire properties at valuations as favorable as those of previous acquisitions. Depending upon the nature, size and timing of potential future acquisitions, we may be required to raise additional financing or issue additional securities in order to consummate additional acquisitions. Our debt agreements, as may be in place at any time, may not permit us to consummate an acquisition or access the necessary additional financing because of certain covenant restrictions. Furthermore, we cannot be certain that additional capital will be available to us or, if available, that capital would be on terms acceptable to our management team.
Due to various market and financial conditions, we may not be able to successfully complete future acquisitions or future dispositions of our radio stations, or achieve the related benefits we anticipate.
We pursue strategic acquisitions when such acquisitions are strategic and financially additive and meet our overall business needs. We engage in strategic sales of our assets from time to time, as it makes financial sense to do so and meets our overall business needs. We have also been required by the FCC to divest radio stations. However, due to financial and economic market conditions, both in the radio industry and in the overall U.S. economy, as well as antitrust, FCC and other regulatory requirements, our consummation of future acquisitions or dispositions, including those requiring radio station divestitures, is uncertain and may be difficult.In addition, we cannot be certain that we will be able to successfully integrate any recent or future acquisitions or manage the resulting business effectively, or that any acquisition or disposition will achieve the benefits that we anticipate.
Risks Related to Our Financial Reporting and Accounting
We remediated several material weaknesses in our internal control over financial reporting. We have identified one additional material weakness in our internal control over financial reporting. If we experience additional material weaknesses in the future, our business may be harmed.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting and for evaluating and reporting on the effectiveness of our system of internal control. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. GAAP. As a public company, we are required to comply with the Sarbanes-Oxley Act and other rules that govern public companies. In particular, we are required to certify our compliance with Section 404 of the Sarbanes-Oxley Act, which requires us to furnish annually a report by management on the effectiveness of our internal control over financial reporting.
Management performed its assessment of the effectiveness of our internal control over financial reporting as of December 31, 2020 and had concluded that our internal control over financial reporting was not effective as of December 31, 2020 due to material weaknesses described under “Item 9A. Controls and Procedures” in this Annual Report. During 2021, management took steps to remediate all material weakness identified prior to December 31, 2021. As of December 31, 2021, management concluded that our internal control over financial reporting was not effective as the Company did not maintain adequate documentation of its testing of the functionality of a software package. Management is in the process of implementing a remediation plan to fully remediate this material weakness.
Remediation efforts place a significant burden on management and add increased pressure to our financial resources and processes. If we identify material weaknesses in our internal control over financial reporting in the future, our business may be harmed. Such harm may include: (i) failure to accurately report our financial results, to prevent fraud or to meet our SEC reporting obligations on a timely basis or at all; (ii) material misstatements in our Consolidated Financial Statements and harm to our operating results and investor confidence; and (iii) a material adverse effect on the
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trading price of our stock. In addition, the foregoing could subject us to sanctions or investigations by the NYSE, the SEC or other regulatory authorities, and result in the breach of covenants in our debt agreements, any of which could have a material adverse impact on our operations, financial condition, results of operations, liquidity and our stock’s trading price.
Further, there are inherent limitations in the effectiveness of any control system, including the potential for human error and the possible circumvention or overriding of controls and procedures. Additionally, judgments in decision-making can be faulty and breakdowns can occur because of a simple error or mistake. An effective control system can provide only reasonable, not absolute, assurance that the control objectives of the system are adequately met. Finally, projections of any evaluation or assessment of effectiveness of a control system to future periods are subject to the risks that, over time, controls may become inadequate because of changes in an entity’s operating environment or deterioration in the degree of compliance with policies or procedures.
Future losses could be caused by future asset impairment of our FCC licenses and/or goodwill.
Under Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 350, “Intangibles-Goodwill and Other,” goodwill and indefinite-lived intangibles, including FCC licenses, are not amortized but instead are tested for impairment at least annually, or more frequently if events or circumstances indicate that there may be an impairment. Impairment is measured as the excess of the carrying value of the goodwill or intangible asset over its fair value. Intangible assets that have finite useful lives continue to be amortized over their useful lives and are also measured for impairment if events or circumstances indicate that they may be impaired. Impairment losses are recorded as operating expenses.
As of December 31, 2021, our FCC licenses and goodwill comprised approximately 37.9% and 21.7% of our consolidated total assets, respectively. The valuation of intangible assets is subjective and based on estimates rather than precise calculations. If actual future results are not consistent with the assumptions and estimates used, we may be exposed to impairment charges in the future. The fair value measurements for both our goodwill and indefinite-lived intangible assets use significant unobservable inputs which reflect our own assumptions about the estimates that market participants would use in measuring fair value including assumptions about risk.
Given the current economic environment and the potential negative impact on our business, there can be no assurance that our estimates and assumptions regarding the period and strength of the current economic recovery, made for the purpose of our non-amortizable intangible fair value estimates, will prove to be accurate.
Interim and/or annual impairment testing, as applicable, could result in future impairment losses. The fair value of FCC licenses and goodwill is primarily dependent on the expected future cash flows of our business. If actual market conditions and operational performance underlying the intangible assets were to deteriorate, or if facts and circumstances change that would more likely than not reduce the estimated fair value of the FCC licenses or goodwill below their adjusted carrying amounts, the Company may be required to recognize additional non-cash impairment charges in future periods, which could have a material impact on the Company’s business, financial condition and results of operations.
Refer to Note 6, Goodwill and Other Intangible Assets, Net for additional information.
Risks Related to Technology
New technologies could block our digital ads, which could harm our digital advertising business.
Technologies have been developed that can block the display of our ads and that provide tools to users to opt out of our advertising products. Most of our revenue from our digital businesses are derived from fees paid to us by advertisers in connection with the display of ads on web pages for our users. As a result, such technologies and tools could adversely affect our operating results.
A security breach or a cyber-attack could adversely affect our business.
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A security breach or cyber-attack of our computer systems could interrupt or damage our operations or harm our reputation. A security breach could occur both from external sources, including malicious attacks and third-party service provider vulnerabilities, as well as internal sources, such as employee error, failures in our security measures or vulnerabilities in our networks or code base. Any security breaches of our computer systems, including repeated or sustained attacks or disruptions, could interrupt delivery of services to customers, potentially increasing costs and reducing revenue. If third parties or our employees are able to penetrate our network security or otherwise misappropriate personal information or contact information of our customers, audience, business partners or advertisers, or if we give third parties or our employees improper access to such data, we could be subject to liability. This liability could include identity theft or other similar fraud-related claims. This liability could also include claims for other misuses or losses of personal information, including for unauthorized marketing purposes. Even in the absence of bad actors, unidentified vulnerabilities or glitches in our systems could result in loss of business-critical data or otherwise compromise the confidentiality, integrity or availability of such data. Other liabilities could include claims alleging misrepresentation of our privacy and data security practices. We could also be subject to regulatory or private rights of action in certain jurisdictions.
The number and scale of cyber-attacks causing significant business disruptions, such as global ransomware attacks, are increasing and could pose a risk to our ability to deliver our services and operate our business. Any future ransomware or other cyber-attack could disrupt our service delivery for an indeterminate period of time, as well as compromise or destroy personal and business-critical data and information within our control. Recovering from such an attack may require significant resources to restore business operations and our services, including personnel time and capital costs. In some cases, recovery of such data may not be possible. If a security breach results in the exposure or unauthorized disclosure of personal information, we could incur additional costs associated with data breach notification and remediation expenses, investigation costs, regulatory penalties and fines, and legal proceedings. Our insurance coverage may not be adequate to cover all the costs related to such breaches or attacks.
We rely on encryption and authentication technology licensed from third parties to provide the security and authentication necessary to effect secure online transmission of confidential consumer information. Advances in computer capabilities, new discoveries in the field of cryptography or other events or developments may result in a compromise or breach of the algorithms that we use to protect sensitive customer transaction data. A party who is able to circumvent our security measures could misappropriate proprietary information or cause interruptions in our operations. We may be required to expend capital and other resources to protect against such security breaches or cyber-attacks or to alleviate problems caused by such breaches or attacks. Our security measures are designed to protect against security breaches and cyber-attacks but may not be adequate, implemented properly, or appropriately complied with internally to prevent a security breach or cyber-attack. No network or system can ever be completely secure. Our failure to prevent such security breaches and cyber-attacks could subject us to liability, adversely affect our results of operations and damage our reputation.
Our engagement of third-party service providers increases our exposure to security and data privacy risks.
Select business operations, including online advertising, analytics engines and data storage, rely on partnerships with third party service providers, the operations, practices, and processes of which are outside our control. Despite due diligence in engaging these third parties and efforts to contractually protect our interests, we cannot guarantee that these third parties will adequately protect the personal information that we share with, or that is collected on our behalf by, such third parties or that such third parties will fully or sufficiently comply with all applicable data protection laws and contractual obligations. The failure of our third-party service providers to adequately protect the personal information we process could result in a security breach of such personal information, potentially exposing us to the liability of a data breach or mishandling of personal information. Even where personal information is not involved, a successful cyber-attack on one of our third-party service providers could result in a disruption to our operations and impact revenues.
Under recent developments in data protection laws, particularly the European Union’s General Data Protection Regulation (“GDPR”), we may be liable for the compliance of any third parties engaged to process personal information on our behalf with applicable data protection laws. More recently, California enacted the California Consumer Privacy Act (the “2020 Proxy Statement”“CCPA”) that, among other things, requires covered companies to provide new disclosures to California consumers, and afford such consumers new abilities to opt-out of certain sales of personal information and, in some
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cases, delete such personal information. If any of our third-party service providers fail to comply with applicable laws, we may face additional exposure and liability on behalf of such providers. While we attempt to control against such outcomes through our vetting of third-party service providers and with appropriate contractual obligations, we cannot ensure our third-party service providers will fully comply with all such obligations. Moreover, the regulatory landscape is constantly evolving and subject to ongoing interpretations and guidance from regulatory authorities. The costs of compliance with, and other burdens imposed by, the GDPR and CCPA and other privacy laws could have an adverse impact on our business, results of operations and financial condition.
We rely on third parties to provide the technologies necessary to deliver content, advertising and services to our audience, and any change in the licensing terms, costs, availability, or acceptance of these formats and technologies could adversely affect our business.
We rely on third parties to provide the technologies that we use to deliver content, advertising, and services. There can be no assurance that these providers will continue to license their technologies or intellectual property to us on reasonable terms, or at all. Providers may change the fees they charge users or otherwise change their business model in a manner that slows the widespread acceptance of their technologies. In order for our services to be successful, there must be a large base of users of the technologies necessary to deliver our content, advertising and services. We have limited or no control over the availability or acceptance of those technologies, and any change in the licensing terms, costs, availability, or user acceptance of these technologies could adversely affect our business.
Certain components of our digital business depend on continued and unimpeded access to the internet by us and our audience. Internet access providers may be able to block, degrade, or charge for access to certain of our products and services, which could lead to additional expenses and the loss of our audience and advertisers.
Certain of our products and services depend on the ability of our audience to access the internet, and certain of our products require significant bandwidth to work effectively. Currently, this access is provided by companies that have significant market power in the broadband and internet access marketplace, including incumbent telephone companies, cable companies, mobile communications companies and government-owned service providers. Some of these providers may take measures that could degrade, disrupt, or increase the cost of, access to certain of our products by restricting or prohibiting the use of their infrastructure to support or facilitate our offerings, or by charging increased fees to us or our audience to provide or access our offerings. Such interference could result in a loss of existing audience and advertisers, and increased costs, and could impair our ability to attract new audience and advertisers, thereby harming our revenue and growth.
Risks Related to Governmental Regulation and Legislation
Our business depends upon licenses issued by the FCC, and if licenses are not renewed or we are out of compliance with FCC regulations and policies, our business could be materially impaired.
The radio industry is subject to extensive regulation by the FCC under the Communications Act. Our radio stations depend upon maintaining their broadcasting licenses issued by the FCC, which are currently issued for a maximum term of eight years and are renewable. Interested parties may challenge a renewal application. On rare occasions, the FCC has revoked licenses, not renewed them, or renewed them with significant qualifications, including renewals for less than a full term of eight years. In the last renewal cycle, the FCC granted all of the license renewal applications that were filed for our radio stations. Our latest license renewal cycle began in 2019. We have now filed all of the required applications for this renewal cycle. 70% of those applications have been granted, all for full eight-year terms. The rest remain pending. We cannot be certain that our pending or future license renewal applications will be approved, or that the renewals will not include conditions or qualifications that could adversely affect our business, financial condition and results of operations, result in material impairment or adversely affect our liquidity and financial condition. If any of our FCC licenses are not renewed, it would prevent us from operating the affected radio station and generating revenue from it. Further, the FCC has a general policy restricting the transferability of a radio station license while a renewal application for that radio station is pending. In addition, we must comply with extensive FCC regulations and policies governing the ownership and operation of our radio stations. FCC regulations limit the number of radio stations that a licensee can own in a market, which could restrict our ability to consummate future transactions.
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The FCC’s rules governing our radio station operations impose costs on our operations and changes in those rules could have an adverse effect on our business. The FCC also requires radio stations to comply with certain technical requirements to limit interference between two or more radio stations. If the FCC relaxes these technical requirements, it could impair the signals transmitted by our radio stations and could have a material adverse effect on our business. Moreover, governmental regulations and policies may change over time, and the changes may have a material adverse impact upon our business, financial condition and results of operations. For further details on federal regulation of radio broadcasting, see “Business-Federal Regulation of Radio Broadcasting.”
The FCC has been vigorous in its enforcement of its rules and regulations, including its indecency and sponsorship identification rules, violations of which could have a material adverse effect on our business.
The FCC’s rules prohibit the broadcast of obscene material at any time and indecent material between the hours of 6 a.m. and 10 p.m. Broadcasters risk violating the prohibition against broadcasting indecent material because of the vagueness of the FCC’s definition of indecent material, coupled with the spontaneity of live content. The FCC vigorously enforces its indecency rules against the broadcasting industry as a whole and violations of these rules may result in fines or, in some instances, revocation of an FCC license. The FCC’s focus on the indecency regulatory scheme, against the broadcast industry generally, may encourage third parties to oppose our license renewal applications.
Furthermore, in recent years the FCC has increased its enforcement of regulations requiring a radio station to include an on-air announcement which identifies the sponsor of all advertisements and other matter broadcast by any radio station for which any money, service or other valuable consideration is received. Fines for such violations can be substantial as they are dependent on the number of times a particular advertisement is broadcast.
We cannot predict whether Congress will consider or adopt further legislation in this area. In the ordinary course of business, we or the FCC may receive complaints and we may become subject to FCC inquiries or proceedings related to our stations’ broadcasts or operations, and any resulting settlement with or fines from the FCC, revocation of any of our radio station licenses or denials of license renewal applications, could have a material adverse effect on our business, financial condition and results of operations.
We are required to obtain prior federal approval for each station acquisition, which approvals may be subject to our compliance with certain conditions, possibly including asset divestitures, which may be material.
Acquisitions have been and may continue to be, a critical component of our overall strategy. The acquisition of a radio station requires the prior approval of the FCC and may require approvals by other governmental agencies, such as the DOJ or the FTC. To obtain that approval, a proposed acquirer is required to file a transfer of control or assignment of license application with the FCC. The Communications Act and FCC rules allow members of the public and other interested parties to file petitions to deny or other objections to the FCC with respect to the grant of any transfer or assignment application. The FCC could rely on those objections or its own initiative to deny a transfer or assignment application or to require changes in the transaction, including the divestiture of radio stations and other assets, as a condition to having the application granted. Although we do not currently expect such divestitures to be material to our financial position or results of operations, no assurances can be provided that we would not be required to divest additional radio stations in connection with obtaining such approval, or that any such required divestitures would not be material to our financial position or results of operations. The FCC could also change its existing rules and policies to reduce the number of radio stations that we would be permitted to acquire in some markets. For these and other reasons, there can be no assurance that the FCC will approve potential future acquisitions that we deem material to our business. See “-There are risks associated with our acquisition strategy” for additional information regarding FCC and other regulatory approvals required for acquisitions.
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We may be adversely affected by the FCC’s actions with respect to Revitalization of AM Radio.
In October 2015, the FCC released a First Report and Order and Further Notice of Proposed Rulemaking titled “Revitalization of AM Radio Service,” enacting several modifications to its technical rules for AM radio stations. One aspect of the FCC’s revitalization order was exclusive AM filing windows in 2016 to allow AM stations to move a FM translator up to 250 miles to rebroadcast that AM station’s signal, and windows in 2017 and 2018 exclusively for AM stations to apply for a new FM translator construction permit. As a result of these filing windows many broadcast companies, including our Company, have constructed and are operating FM broadcast translator stations, or have construction permits to do so in the future, and thereby rebroadcast certain of their AM stations in the FM band. We cannot predict at this time to what extent these FM broadcast translator stations will impact our Company.
The information we collect and process is of increasing business importance and new or changing federal, state or international privacy legislation or regulation create uncertainty for our continued use of the information we collect and process.
In the course of our ordinary business operations, we may collect personal information and non-personal information that is critical or commercially-useful to our business, including personal information related to our employees, audience, advertisers, contractors, and customers. As a result of our digital expansion efforts and third-party partnerships, the volume, sensitivity, and business importance of the information we collect and use is increasing. We collect this information directly from individuals, through passive tracking technology such as “cookies” and indirectly through third parties engaged to provide services on our behalf. In addition to the risk that a security breach may compromise this information, this information may include personal information such as names, contact information, credit card information, geolocation and demographic information that is subject to specific data protection and privacy laws.
We are subject to federal, state and international data protection and privacy laws and regulations that require us to comply with specific consumer protection, information security and data protection and privacy requirements. The legal and regulatory landscape continues to evolve, with new laws being enacted or coming into force. Additionally, we are now required to comply with the CCPA, which requires us to update both our internal and external policies and procedures to meet our compliance obligations under CCPA. Compliance with CCPA may require that we change or amend activities that involve personal information, which may impact business operations or our ability to effectively use personal information in our control. Furthermore, as mentioned under “— Our engagement of third-party service providers increases our exposure to security and data privacy risks” above, such requirements include allowing consumers to limit our use of their personal information, or delete it entirely.
Regulatory enforcement actions and interpretations of new data protection and privacy laws and regulations may change how these requirements apply to our business and collection, use, storage, and disclosure of personal information, creating uncertainty regarding the continued viability of information-reliant business activities. Certain interpretations or implementation of new data protection and privacy laws, as well as the evolving legal and regulatory landscape, could harm our business, including negatively impacting the cost of doing business or our ability to engage in certain business practices. Furthermore, recent disclosures of major data breaches and company data collection, use and disclosure practices to which large segments of the consumer population have objected may result in both increased interest in U.S. federal data privacy legislation as well as changes to consumer privacy expectations and demands. Such shifts may restrict our ability to collect and/or process personal information in a particular way or derive economic value from personal, and even non-personal, information.
We have implemented and are implementing policies and procedures to comply with applicable data protection and privacy laws and regulations, but such measures may not always be effective, particularly as the legal landscape continues to evolve, and regulatory guidance is often ambiguous or inconsistent. Some of our internal processes are manual and rely on employees to follow and adhere to our policies and procedures, which can result in employee error and internal compliance failures. Any failure or perceived failure by us to comply with our policies or applicable data protection and privacy laws and regulations could result in regulatory enforcement actions against us, proceedings by governmental entities, consumers or others (including our contractual third parties), and loss in brand value and reputation. Such results could possibly require us to incur costs for defending against proceedings or paying regulatory
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fines or penalties and responding to such outcomes could consume considerable management focus and internal resources, decrease demand for our services, or increase the costs of, or otherwise limit, our ability to do business.
New or changing federal, state or international privacy legislation or regulation could hinder the growth of our digital properties.
A variety of federal and state laws govern the collection, use, retention, sharing and security of consumer data that our digital properties use to operate certain services and to deliver certain advertisements to its customers, as well as the technologies used to collect such data. Not only are existing privacy-related laws in these jurisdictions evolving and subject to potentially disparate interpretation by governmental entities, new legislative proposals affecting privacy are now pending at both the federal and state level in the U.S. Changes to the interpretation of existing law or the adoption of new privacy-related requirements could hinder the growth of our digital presence. Also, a failure or perceived failure to comply with such laws or requirements or with our own policies and procedures could result in significant liabilities, including a possible loss of consumer or investor confidence or a loss of customers or advertisers, and could adversely affect our business, financial condition and results of operations. Furthermore, the oversight required to monitor and adapt to the ever-changing regulatory landscape could consume considerable management focus and internal resources, or increase the costs of, or otherwise limit, our ability to do business.
Risks Related to Our Smaller Reporting Company Status
We are a smaller reporting company and intend to avail ourselves of certain reduced disclosure requirements applicable to smaller reporting companies, which could make our common stock less attractive to investors.
We are a smaller reporting company, as defined in the Exchange Act, and we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not applicable to smaller reporting companies, including reduced disclosure obligations regarding executive compensation. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile. We intend to take advantage of certain of these reporting exemptions until we are no longer a smaller reporting company. We will remain a smaller reporting company until the aggregate market value of our outstanding common stock held by non-affiliates as of the last business day of our most recently completed second fiscal quarter is $250 million or more.
General Risk Factors
The public market for our Class A Common Stock may be volatile.
We cannot assure you that the market price of our Class A common stock will not fluctuate significantly in response to a number of factors, many of which we cannot control, including those described under “Risks Related to Economic Conditions and Our Business” and the following:
•our announcement of earnings or operational guidance or changes to such guidance;
•changes in financial estimates by any securities analysts who follow our Class A common stock, our failure to meet these estimates or failure of those analysts to initiate or maintain coverage of our Class A common stock;
•publications of research reports about us or the industries in which we compete, and downgrades by any securities analysts who follow our Class A common stock or such industries;
•future sales or buybacks of our common stock by us, significant stockholders or our other affiliates;
•market conditions or trends in our industry or the economy as a whole and, in particular, in the advertising sales environment;
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•investors’ perceptions of our prospects;
•announcements by us or our competitors of significant contracts, acquisitions, joint ventures or capital commitments; and
•changes in key personnel.
Many of the factors above are beyond our control and may cause the market price of our common stock to decline, regardless of our financial performance and condition and prospects. Declines in our stock price may limit our ability to use our common stock as consideration in acquisitions, or our interest or ability to consummate a public equity offering.
In addition, the stock market has experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. In the past, stockholders have instituted securities class action litigation following periods of market volatility. If we were involved in securities litigation, we could incur substantial costs, and our resources and the attention of management could be diverted from our business.
Our certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
Our certificate of incorporation provides that, subject to limited exceptions, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (iii) any action asserting a claim against us arising pursuant to Rule 12b-23any provision of the Delaware General Corporation Law, our certificate of incorporation or our by-laws, or (iv) any other action asserting a claim against us that is governed by the internal affairs doctrine. This provision is not intended to apply to claims arising under the Securities Act and the Exchange Act. To the extent the provision could be construed to apply to such claims, there is uncertainty as to whether a court would enforce the provision in such respect, and our stockholders will not be deemed to have waived compliance with federal securities laws and the rules and regulations thereunder. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and to have consented to the provisions of our certificate of incorporation described above. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and employees. Alternatively, if a court were to find these provisions of our certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business and financial condition.
Any future cash dividends will be at the discretion of our board of directors and other factors. You may not receive any return on investment unless you are able to sell your Class A common stock for a price greater than your purchase price.
As a result of the economic circumstances and uncertainty created by the COVID-19 pandemic, our board of directors has determined to cease payment of quarterly cash dividends, with no intention of reinstating the dividend. Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend upon results of operations, financial condition, contractual restrictions, including agreements governing our indebtedness, any potential indebtedness we may incur, restrictions imposed by applicable law and other factors our board of directors deems relevant. Accordingly, if you purchase shares, realization of a gain on your investment may depend on the appreciation of the price of our Class A common stock, which may never occur.
Anti-takeover provisions in our certificate of incorporation or bylaws may delay, discourage or prevent a change in control.
19
Our certificate of incorporation and bylaws contain provisions that may delay, discourage or prevent a merger or acquisition that a stockholder may consider favorable. As a result, stockholders may be limited in their ability to obtain a premium for their shares.
20
PART II
Item 8. Financial Statements and Supplementary Data
The information in response to this item is included in our Consolidated Financial Statements, together with the reports thereon of BDO USA, LLP, beginning on page F-1 of this Annual Report on Form 10-K, which follows the signature page hereto.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2021. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as indicatedmeans controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in Part III of this Amendment. The information included on the cover page of the Original Filing under “Documents Incorporated By Reference” is hereby deleted.
At the Company’stime we filed the Original Form 10-K, our principal executive officer and principal financial officer is filedhad concluded that as of December 31, 2021, our disclosure controls and procedures were effective. Following an exhibit to this Amendment under Item 15internal review by BDO USA, LLP, the independent registered public accounting firm of Part IV hereof. Because nothe Company, of its 2021 audit of the Company’s consolidated financial statements as reported in the Company’s Annual Report on the Original Form 10-K, a control deficiency was identified. The Company did not maintain adequate documentation of its testing of the functionality of a software package. Thus, the controls over the completeness and accuracy of information prepared by the Company that is used specific to a log produced by one of the Company’s automation systems were not operating effectively. As a result, our principal executive officer and our principal financial officer have beenconcluded that our disclosure controls and procedures were not effective as of December 31, 2021 because of this material weakness in our internal control over financial reporting,
Notwithstanding this material weakness, the Company has concluded that no material misstatements exist in the consolidated financial statements as filed on the Original Form 10-K, and as included in this Amendment, and this Amendment does not contain or amend any disclosuresuch financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2021, in conformity with respect to Items 307 and 308accounting principles generally accepted in the United States of Regulation S-K, paragraphs 3, 4, and 5 of such certifications have been omitted.
21
Restated Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). A company’s internal control over financial reporting is a process designed by, or under the supervision of, its Chief Executive Officer and Chief Financial Officer, and effected by such company's board of directors, management and other personnel 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 and includes those policies and procedures that:
| (i) | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; | ||||
| (ii) | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and | ||||
| (iii) | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. | ||||
Because of its inherent limitations, internal control over financial reporting may not amend, updateprevent or changedetect misstatements. Also, projections of any other itemsevaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or disclosuresthat the degree of compliance with the policies or procedures may deteriorate. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company's annual or interim financial statements will not be prevented or detected on a timely basis.
Management, with the participation of our Chief Executive Officer and Chief Financial Officer, has conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2021, based on the framework set forth in Internal Control-Integrated Framework (2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In Management’s Report on Internal Control over Financial Reporting included in the Original Form 10-K, or reflect events occurring afterour management previously concluded that the Company maintained effective internal control over financial reporting as of December 31, 2021. Subsequent to the filing date of the Original Form 10-K. The Original Form 10-K, continues to speak as of its original filing date.
Plan for Remediation of Material Weakness
The Company and its Board of Directors are committed to equity compensation plansmaintaining a strong internal control environment. Management has evaluated the material weakness described above and has made significant progress updating its documentation of its testing of the Company pursuantimpacted software package to which equity securitiesremediate the control deficiency and enhance the Company’s internal control environment. Management is committed to successfully implementing the remediation plan as promptly as possible, and currently plans to evaluate its documentation of the Company are authorized for issuance.testing of the impacted software package to determine whether the documentation of its testing controls have operated effectively during the third and fourth quarter of 2022 to fully remediate the material weakness in the Company’s internal control over financial reporting.
22
| Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (a) | Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights (b) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)) (c) | |||
| Equity compensation plans approved by security holders | 9,215,525 | $8.26 | 2,207,794 | |||
| Equity compensation plans not approved by security holders | N/A | N/A | N/A | |||
| Total | 9,215,525 | $8.26 | 2,207,794 | |||
The information required by this item is incorporated herein by referenceCompany has concluded that five of the material weaknesses remaining which were identified in the 2019 Form 10-K, “Ineffective Information Technology General Controls”, “Ineffective detective controls over Revenue Recognition”, “Income Tax”, “Inadequate design and maintenance of effective detective controls over Period End Financial Reporting, including review controls over journal entries, reconciliations and account analyses”, as well as, an overall control activity weakness at the COSO component level, have been remediated (the “Remediated Material Weaknesses”). Except as noted, there were no changes in our internal control over financial reporting during the quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
During the quarter ended December 31, 2021, the Company completed the implementation of the following remedial measures designed to address the Remediated Material Weaknesses.
•Information Technology General Controls - Enhanced internal IT policies and communication procedures to ensure all IT systems were subject to periodic user access reviews and re-assess user access privileges for certain users to ensure conflicts of duties are appropriately mitigated through monitoring controls. In addition, the Company transferred financial system ownership to the informationCorporate IT team to alleviate segregation of duties conflicts.
•Ineffective Controls Over Revenue- Enhanced and redesigned process-level controls over the existence, completeness, and accuracy of data included in various reports and spreadsheets that support revenue accounts within the Consolidated Financial Statements.
•Income Tax: Enhanced specific review procedures over the income tax provision and related disclosures, including strengthening the Company’s documentation standards and technical oversight.
•Period End Financial Reporting - Redesigned controls to enhance procedures and control precision levels to detect potential misstatements in period end financial statements, in addition, implemented a requirement for journal entries to be reviewed by an independent reviewer through our general ledger system and increased staffing levels to perform control activities as designed in an effective and timely manner.
Our independent registered public accounting firm, BDO USA, LLP, independently assessed the effectiveness of our internal control over financial reporting as of December 31, 2021, as stated in the firm’s attestation report, which appears on page F-5.2020 Proxy Statement under the captions “Directors, Executive Officers, and Corporate Governance - Corporate Governance - Controlled Company,” “- Director Independence” and “- Board Committees” and “Certain Relationships and Related Transactions.”
23
PART IVIII
Item 15. Exhibits, and Financial Statement Schedules
(a) (1)-(2) Financial Statements. The financial statements and financial statement schedule listed in the Index to Consolidated Financial Statements appearing on page F-1 of this Amendment are filed as a part of this report. All other schedules for which provision is made in the applicable accounting regulations of the SEC have been omitted either because they are not required under the related instructions or because they are not applicable.
| Exhibit Number | Exhibit Description | Filed/Furnished Herewith | Form | Period Ending | Exhibit/Appendix Number | Filing Date | |||||||||||||||||||||||||||||||||||
| 3.1 | S-1/A | 3.1 | 7/14/2014 | ||||||||||||||||||||||||||||||||||||||
| 3.2 | S-1/A | 3.2 | 7/14/2014 | ||||||||||||||||||||||||||||||||||||||
| 4.1 | 8-K | 4.1 | 4/1/2015 | ||||||||||||||||||||||||||||||||||||||
| 4.2 | 8-K | 4.2 | 4/1/2015 | ||||||||||||||||||||||||||||||||||||||
| 4.3 | 8-K | 10.2 | 7/31/2014 | ||||||||||||||||||||||||||||||||||||||
| 4.4 | 8-K | 4.1 | 1/6/2021 | ||||||||||||||||||||||||||||||||||||||
| 4.5 | 8-K | 4.2 | 1/6/2021 | ||||||||||||||||||||||||||||||||||||||
| 4.6 | 10-K | 4.6 | 3/16/2022 | ||||||||||||||||||||||||||||||||||||||
| 10.1.1 | 8-K | 10.1 | 4/1/2015 | ||||||||||||||||||||||||||||||||||||||
| 10.1.2 | 8-K | 10.2 | 4/1/2015 | ||||||||||||||||||||||||||||||||||||||
| 10.1.3 | 10-Q/A | 9/30/2015 | 10.2 | 11/9/2015 | |||||||||||||||||||||||||||||||||||||
| 10.1.4 | 10-K | 12/31/2016 | 10.4 | 3/13/2017 | |||||||||||||||||||||||||||||||||||||
24
| Exhibit Number | Exhibit Description | Filed/Furnished Herewith | Form | Period Ending | Exhibit/Appendix Number | Filing Date | |||||||||||||||||||||||||||||||||||
| 10.1.5 | 10-Q | 9/30/2017 | 10.5 | 11/7/2017 | |||||||||||||||||||||||||||||||||||||
| 10.1.6 | 10-Q | 3/31/2019 | 10.1 | 5/7/2019 | |||||||||||||||||||||||||||||||||||||
| 10.1.7 | 8-K | 10.1 | 4/17/2020 | ||||||||||||||||||||||||||||||||||||||
| 10.2.1 * | 8-K | 10.1 | 10/19/2017 | ||||||||||||||||||||||||||||||||||||||
| 10.2.2 * | 8-K | 10.1 | 5/3/2018 | ||||||||||||||||||||||||||||||||||||||
| 10.2.3 * | 8-K | 10.1 | 12/13/19 | ||||||||||||||||||||||||||||||||||||||
| 10.3.1 * | 8-K | 10.3 | 10/19/2017 | ||||||||||||||||||||||||||||||||||||||
| 10.3.2 * | 8-K | 10.4 | 12/13/2019 | ||||||||||||||||||||||||||||||||||||||
| 10.4.1 * | 8-K | 10.4 | 10/19/2017 | ||||||||||||||||||||||||||||||||||||||
| 10.4.2 * | 8-K | 10.2 | 12/13/2019 | ||||||||||||||||||||||||||||||||||||||
| 10.5.1 * | 10-K | 12/31/2018 | 10.10 | 3/12/2019 | |||||||||||||||||||||||||||||||||||||
| 10.5.2 * | 8-K | 10.3 | 12/13/2019 | ||||||||||||||||||||||||||||||||||||||
25
| Exhibit Number | Exhibit Description | Filed/Furnished Herewith | Form | Period Ending | Exhibit/Appendix Number | Filing Date | |||||||||||||||||||||||||||||||||||
| 10.7.1 * | S-1/A | 10.8 | 7/14/2014 | ||||||||||||||||||||||||||||||||||||||
| 10.7.2 * | 8-K | 10.2 | 1/28/2021 | ||||||||||||||||||||||||||||||||||||||
| 10.7.3 * | S-1/A | 10.9 | 7/14/2014 | ||||||||||||||||||||||||||||||||||||||
| 10.7.4 * | S-1/A | 10.10 | 7/21/2014 | ||||||||||||||||||||||||||||||||||||||
| 10.7.5 * | 8-K | 10.1 | 6/4/2018 | ||||||||||||||||||||||||||||||||||||||
| 10.7.6 * | 10-Q | 9/30/2018 | 10.1 | 11/6/2018 | |||||||||||||||||||||||||||||||||||||
| 10.7.7 * | 10-K | 12/31/2021 | 10.7.7 | 3/16/2022 | |||||||||||||||||||||||||||||||||||||
| 10.8 * | S-1/A | 10.11 | 7/14/2014 | ||||||||||||||||||||||||||||||||||||||
| 10.9 | 8-K | 10.3 | 7/31/2014 | ||||||||||||||||||||||||||||||||||||||
| 10.10 | 8-K | 10.4 | 7/31/2014 | ||||||||||||||||||||||||||||||||||||||
| 10.11 | 10-Q | 9/30/2016 | 10.1 | 11/8/2016 | |||||||||||||||||||||||||||||||||||||
| 10.12 | 8-K | 10.1 | 5/29/2018 | ||||||||||||||||||||||||||||||||||||||
| 10.13 | 8-K | 10.1 | 1/28/2021 | ||||||||||||||||||||||||||||||||||||||
| 10.14 | 8-K | 10.1 | 3/10/2021 | ||||||||||||||||||||||||||||||||||||||
| 16.1 | 8-K | 16.1 | 6/19/2019 | ||||||||||||||||||||||||||||||||||||||
| 17.1 | 8-K | 17.1 | 5/17/2021 | ||||||||||||||||||||||||||||||||||||||
| 21.1 | 10-K | 12/31/2021 | 21.1 | 3/16/2022 | |||||||||||||||||||||||||||||||||||||
| 23.1 | X | ||||||||||||||||||||||||||||||||||||||||
26
| Exhibit Number | Exhibit Description | Filed/Furnished Herewith | Form | Period Ending | Exhibit/Appendix Number | Filing Date | ||||||||||||||||||||||||||||||||||||
| 31.1 | ||||||||||||||||||||||||||||||||||||||||||
| X | ||||||||||||||||||||||||||||||||||||||||||
| 31.2 | X | |||||||||||||||||||||||||||||||||||||||||
| X | ||||||||||||||||||||||||||||||||||||||||||
| 32.2 | X | |||||||||||||||||||||||||||||||||||||||||
| 101.INS | Inline 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 | X | ||||||||||||||||||||||||||||||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X | ||||||||||||||||||||||||||||||||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | ||||||||||||||||||||||||||||||||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X | ||||||||||||||||||||||||||||||||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X | ||||||||||||||||||||||||||||||||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X | ||||||||||||||||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline | X | ||||||||||||||||||||||||||||||||||||||||
| * | Management contract or compensatory plan or arrangement. | |||||||||||||||||||||||||||||||||||||||||
| (b) Exhibits. See Exhibits above. | ||||||||||||||||||||||||||||||||||||||||||
| (c) Financial Statement Schedules. Schedule II - Valuation and Qualifying Accounts | ||||||||||||||||||||||||||||||||||||||||||
27
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to Annual Report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized.authorized, on the 7th day of November 2022.
| TOWNSQUARE MEDIA, INC. | ||||||||
| By: | ||||||||
| /s/ Stuart Rosenstein | ||||||||
| Name: Stuart Rosenstein | ||||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K/A has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | |||||||
| /s/ Bill Wilson | Chief Executive Officer and Director | November 7, 2022 | ||||||
| Bill Wilson | (Principal Executive Officer) | |||||||
| /s/ Stuart Rosenstein | Executive Vice President and Chief Financial Officer | November 7, 2022 | ||||||
| Stuart Rosenstein | (Principal Financial Officer) | |||||||
| /s/ Robert Worshek | Senior Vice President and Chief Accounting Officer | November 7, 2022 | ||||||
| Robert Worshek | (Principal Accounting Officer) | |||||||
| /s/ Steven Price | Executive Chairman and Director | November 7, 2022 | ||||||
| Steven Price | ||||||||
| /s/ B. James Ford | Director | November 7, 2022 | ||||||
| B. James Ford | ||||||||
| /s/ Gary Ginsberg | Director | November 7, 2022 | ||||||
| Gary Ginsberg | ||||||||
| /s/ Stephen Kaplan | Director | November 7, 2022 | ||||||
| Stephen Kaplan | ||||||||
| /s/ David Lebow | Director | November 7, 2022 | ||||||
| David Lebow | ||||||||
28
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
The following Consolidated Financial Statements of Townsquare Media, Inc., are included in Item 8:
| (1) | Reports of Independent Registered Public Accounting Firm (BDO USA, LLP; New York, NY; PCAOB ID# 243) | F-2 | ||||||
F-7 | ||||||||
F-8 | ||||||||
F-9 | ||||||||
F-11 | ||||||||
F-12 | ||||||||
| (2) | Financial Statement Schedule | |||||||
S-1 | ||||||||
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Shareholders and Board of Directors
Townsquare Media, Inc.
Purchase, New York
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Townsquare Media, Inc. (the “Company”) as of December 31, 2021 and 2020, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years then ended, and the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated March 16, 2022, November 7, 2022, as to the effects of the material weakness as described in Management’s Annual Report on Internal Control over Financial Reporting, expressed an adverse opinion on the Company's internal control over financial reporting because of a material weakness.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
F-2
FCC Broadcast License Impairment Test
As described in Note 6 to the consolidated financial statements, the FCC licenses totaled approximately $275 million as of December 31, 2021. Management conducts an annual impairment test as of December 31, or when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable, using a discounted cash flow method, the Greenfield method, that assumes that a hypothetical buyer develops indefinite-lived intangible assets and builds a new operation with similar attributes from scratch, while incurring start-up costs during the build-up phase. The determination of the fair value of the FCC licenses requires management to make significant estimates and assumptions related to discount rates, forecasts of future revenue, margins, and market share, which may be affected by future economic and market conditions.
We identified the valuation of certain FCC licenses during the annual impairment assessment as a critical audit matter. The principal considerations for our determination were the significant judgments by management when developing the fair value of the licenses, primarily due to the sensitivity of the respective fair values to the underlying assumptions applied in the Greenfield method. Auditing the valuation of certain FCC licenses during the annual impairment assessment involved especially challenging and subjective auditor judgment due to the nature and extent of the audit effort required to address this matter, including the extent of specialized skills and knowledge needed.
The primary procedures we performed to address this critical audit matter included:
•Evaluating the reasonableness of the significant assumptions used by management by comparing the forecasts of future revenue, margins, and market share to third-party industry projections for the broadcast industry, where applicable, and historical results when third-party projections are not available and;
•Testing the completeness and accuracy of the underlying data supporting the significant assumptions and estimates, and;
•Utilizing personnel with specialized skills and knowledge in valuation to assist in i) assessing the appropriateness of the valuation method utilized, ii) testing the mathematical accuracy of the Company’s calculations, and iii) evaluating the reasonableness of the discount rate used in the Greenfield method.
Accounting for Issuance and Repayment of Senior Secured Notes
As described in Note 8 to the consolidated financial statements, on January 6, 2021, the Company completed the private offering and sale of $550.0 million aggregate principal amount of senior secured notes due 2026 (the “2026 Notes”), the proceeds of which, together with cash on hand, were used to repay: (i) all outstanding borrowings under the 2015 senior secured credit facility, which included a seven year $275.0 million term loan facility with $272.4 million principal amount outstanding and $2.1 million in accrued interest, (ii) all of the outstanding $273.4 million of principal amount of Unsecured Senior Notes due in 2023 (the “2023 Notes”), a prepayment premium of $4.4 million, and $5.1 million in accrued interest, and (iii) fees and expenses related thereto.
The Company incurred approximately $13.6 million of fees and expenses in connection with the issuance of the 2026 Notes, of which approximately $9.4 million were capitalized and are being amortized over the remaining term of the 2026 Notes using the effective interest method. The Company recognized a $4.9 million loss on the early extinguishment of debt, comprised of a $3.1 million portion of the 2023 Notes prepayment premium and the write-off of $1.8 million of unamortized debt discount and deferred financing fees previously capitalized in connection with the senior secured credit facility and 2023 Notes. The Company recognized a $1.1 million loss on the modification of Terms Loans and 2023 Notes, which is primarily related to a portion of fees and expenses incurred related to the issuance of the 2026 Notes.
F-3
We identified the accounting for the issuance of the 2026 Notes and related repayment of the 2023 Notes as a critical audit matter. The principal considerations for our determination were (1) the complexity of the application of the technical accounting guidance in determination of whether the 2023 Notes were modified or extinguished for each lender who was a part of the syndicate of lenders participating in both the 2023 and 2026 senior secured notes, (2) the complexity of recalculating the losses on debt extinguishment and modification on a lender by lender basis, and (3) the complexity of the application of the technical accounting guidance in determining the existence of any derivatives that may require separate accounting under applicable accounting guidance. Auditing these elements involved especially challenging and complex auditor judgment due to the nature and extent of audit effort required to address these matters, including the extent of specialized skills or knowledge needed.
The primary procedures we performed to address this critical audit matter included:
•Evaluating management’s analysis and application of the technical accounting guidance applicable to the issuance of the 2026 Notes, including:
◦Inspecting and reviewing the terms of all relevant legal and other documents supporting the transaction;
◦Assessing the existence of any derivatives that may require separate accounting under applicable accounting guidance.
•Evaluating management’s analysis and application of the technical accounting guidance applicable to the repayment of the 2023 Notes, including:
◦Recalculating the lender by lender assessment of whether the 2023 Notes were modified or extinguished;
◦Recalculating the losses recognized on debt extinguishment and modification;
•Utilizing personnel with specialized knowledge and skills in the relevant technical accounting areas to assist in evaluating the issuance of the 2026 Notes and repayment of the 2023 Notes to determine the appropriateness of the Company’s evaluation and application of the relevant accounting guidance.
/s/ BDO USA, LLP
We have served as the Company's auditor since 2019.
New York, New York
March 16, 2022
F-4
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Shareholders and Board of Directors
Townsquare Media, Inc.
Purchase, New York
Opinion on Internal Control over Financial Reporting
We have audited Townsquare Media, Inc.’s (the “Company’s”) internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). In our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria. In our report dated March 16, 2022, we expressed an unqualified opinion on the effectiveness of internal control over financial reporting as of December 31, 2021. Subsequent to March 16, 2022, management revised its assessment of internal control over financial reporting due to the identification of a material weakness, as described below. Accordingly, our opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021 expressed herein is different from that expressed in our previous report.
We do not express an opinion or any other form of assurance on management’s statements referring to any corrective actions taken by the Company after the date of management’s assessment.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years then ended, and the related notes and financial statement schedule listed in the accompanying index and our report dated March 16, 2022 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. A material weakness regarding management’s failure to design and maintain effective controls over the completeness and accuracy of information prepared by the Company that is used specific to a log produced by one of the Company’s automation systems were not operating effectively has been identified and described in management's assessment as the controls failed. This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2021 consolidated financial statements, and this report does not affect our report dated March 16, 2022 on those consolidated financial statements.
F-5
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ BDO USA, LLP
New York, New York
March 16, 2022, except as to the effect of the material weakness, which is dated November 7, 2022.
F-6
TOWNSQUARE MEDIA, INC.
CONSOLIDATED BALANCE SHEETS
(in Thousands, Except Share and Per Share Data)
| At December 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 50,505 | $ | 83,229 | |||||||
| Accounts receivable, net of allowance of $6,743 and $7,051, respectively | 57,647 | 58,634 | |||||||||
| Prepaid expenses and other current assets | 12,086 | 12,428 | |||||||||
| Total current assets | 120,238 | 154,291 | |||||||||
| Property and equipment, net | 106,717 | 111,871 | |||||||||
| Intangible assets, net | 278,265 | 281,160 | |||||||||
| Goodwill | 157,947 | 157,947 | |||||||||
| Investments | 18,217 | 11,501 | |||||||||
| Operating lease right-of-use-assets | 42,996 | 48,290 | |||||||||
| Other assets | 1,437 | 2,948 | |||||||||
| Restricted cash | 494 | 494 | |||||||||
| Total assets | $ | 726,311 | $ | 768,502 | |||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 5,676 | $ | 9,056 | |||||||
| Deferred revenue | 10,208 | 8,847 | |||||||||
| Accrued compensation and benefits | 14,411 | 12,462 | |||||||||
| Accrued expenses and other current liabilities | 22,512 | 21,524 | |||||||||
| Operating lease liabilities, current | 7,396 | 7,517 | |||||||||
| Accrued interest | 15,754 | 6,350 | |||||||||
| Total current liabilities | 75,957 | 65,756 | |||||||||
| Long-term debt, net of deferred financing costs of $8,479 and $2,369, respectively | 541,521 | 543,428 | |||||||||
| Deferred tax liability | 20,081 | 10,326 | |||||||||
| Operating lease liability, net of current portion | 38,743 | 44,661 | |||||||||
| Other long-term liabilities | 425 | 3,576 | |||||||||
| Total liabilities | 676,727 | 667,747 | |||||||||
| Stockholders’ equity: | |||||||||||
| Class A common stock, par value $0.01 per share; 300,000,000 shares authorized; 12,573,654 and 14,436,065 shares issued and outstanding, respectively | 126 | 144 | |||||||||
| Class B common stock, par value $0.01 per share; 50,000,000 shares authorized; 815,296 and 2,966,669 shares issued and outstanding, respectively | 8 | 30 | |||||||||
| Class C common stock, par value $0.01 per share; 50,000,000 shares authorized; 3,461,341 and 1,636,341 shares issued and outstanding, respectively | 35 | 17 | |||||||||
| Total common stock | 169 | 191 | |||||||||
| Additional paid-in capital | 302,724 | 369,672 | |||||||||
| Accumulated deficit | (256,635) | (272,602) | |||||||||
| Non-controlling interest | 3,326 | 3,494 | |||||||||
| Total stockholders’ equity | 49,584 | 100,755 | |||||||||
| Total liabilities and stockholders’ equity | $ | 726,311 | $ | 768,502 | |||||||
See Notes to Consolidated Financial Statements
F-7
TOWNSQUARE MEDIA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in Thousands, Except Per Share Data)
| Year Ended December 31, | ||||||||||||||||||||||||||
| 2021 | 2020 | |||||||||||||||||||||||||
| Net revenue | $ | 417,957 | $ | 371,338 | ||||||||||||||||||||||
| Operating costs and expenses: | ||||||||||||||||||||||||||
| Direct operating expenses, excluding depreciation, amortization, and stock-based compensation | 288,302 | 282,347 | ||||||||||||||||||||||||
| Depreciation and amortization | 19,098 | 20,107 | ||||||||||||||||||||||||
| Corporate expenses | 24,542 | 26,885 | ||||||||||||||||||||||||
| Stock-based compensation | 3,718 | 2,084 | ||||||||||||||||||||||||
| Transaction costs | 4,459 | 2,653 | ||||||||||||||||||||||||
| Business realignment costs | 846 | 3,089 | ||||||||||||||||||||||||
| Impairment of long-lived and intangible assets | 1,913 | 109,058 | ||||||||||||||||||||||||
| Net loss on sale and retirement of assets | 601 | 83 | ||||||||||||||||||||||||
| Total operating costs and expenses | 343,479 | 446,306 | ||||||||||||||||||||||||
| Operating income (loss) | 74,478 | (74,968) | ||||||||||||||||||||||||
| Other expense (income): | ||||||||||||||||||||||||||
| Interest expense, net | 39,846 | 31,420 | ||||||||||||||||||||||||
| Loss (gain) on extinguishment and modification of debt | 5,997 | (1,159) | ||||||||||||||||||||||||
| Other income, net | (500) | (820) | ||||||||||||||||||||||||
| Income (loss) from operations before tax | 29,135 | (104,409) | ||||||||||||||||||||||||
| Income tax provision (benefit) | 10,351 | (23,858) | ||||||||||||||||||||||||
| Net income (loss) | $ | 18,784 | $ | (80,551) | ||||||||||||||||||||||
| Net income (loss) attributable to: | ||||||||||||||||||||||||||
| Controlling interests | 16,736 | (82,470) | ||||||||||||||||||||||||
| Non-controlling interests | 2,048 | 1,919 | ||||||||||||||||||||||||
| Net income (loss) | 18,784 | (80,551) | ||||||||||||||||||||||||
| Basic income (loss) per share: | ||||||||||||||||||||||||||
| Continuing operations attributable to common shares | $ | 0.90 | $ | (4.46) | ||||||||||||||||||||||
| Continuing operations attributable to participating shares | $ | 0.90 | $ | 0.08 | ||||||||||||||||||||||
| Diluted income (loss) per share: | $ | 0.79 | $ | (4.46) | ||||||||||||||||||||||
| Weighted average shares outstanding: | ||||||||||||||||||||||||||
| Basic attributable to common shares | 16,836 | 18,647 | ||||||||||||||||||||||||
| Basic attributable to participating shares | 1,747 | 8,978 | ||||||||||||||||||||||||
| Diluted | 21,241 | 18,647 | ||||||||||||||||||||||||
| Cash dividend declared per share | $ | — | $ | 0.075 | ||||||||||||||||||||||
See Notes to Consolidated Financial Statements
F-8
TOWNSQUARE MEDIA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in Thousands)
| Year Ended December 31, | |||||||||||||||||
| 2021 | 2020 | ||||||||||||||||
| Cash flows from operating activities: | |||||||||||||||||
| Net income (loss) | $ | 18,784 | $ | (80,551) | |||||||||||||
| Adjustments to reconcile loss from continuing operations to net cash flows from operating activities | |||||||||||||||||
| Depreciation and amortization | 19,098 | 20,107 | |||||||||||||||
| Amortization of deferred financing costs | 1,731 | 1,566 | |||||||||||||||
| Non-cash lease income | (186) | (24) | |||||||||||||||
| Net deferred taxes and other | 9,755 | (24,206) | |||||||||||||||
| Provision for doubtful accounts | 3,921 | 6,970 | |||||||||||||||
| Stock-based compensation expense | 3,718 | 2,084 | |||||||||||||||
| Trade activity, net | (10,933) | (8,740) | |||||||||||||||
| Loss (gain) on extinguishment and modification of debt | 5,997 | (1,159) | |||||||||||||||
| Gain on insurance recoveries | (362) | (1,206) | |||||||||||||||
| Write-off of deferred financing costs | — | 79 | |||||||||||||||
| Gain on lease settlement | (233) | — | |||||||||||||||
| Impairment of long-lived and intangible assets | 1,913 | 109,058 | |||||||||||||||
| Gain on sale of investment and investment related transactions | (446) | — | |||||||||||||||
| Net loss on sale and retirement of assets | 601 | 83 | |||||||||||||||
| Unrealized gain on investment | (132) | — | |||||||||||||||
| Restructuring and other non-cash charges | 466 | — | |||||||||||||||
| Other | 22 | 30 | |||||||||||||||
| Changes in assets and liabilities, net of acquisitions: | |||||||||||||||||
| Accounts receivable | (3,070) | 171 | |||||||||||||||
| Prepaid expenses and other assets | 1,407 | (3,143) | |||||||||||||||
| Accounts payable | (3,350) | (5,141) | |||||||||||||||
| Accrued expenses | 6,947 | 11,628 | |||||||||||||||
| Accrued interest | 9,404 | 1,792 | |||||||||||||||
| Other long-term liabilities | (3,876) | 2,480 | |||||||||||||||
| Net cash provided by operating activities - continuing operations | 61,176 | 31,878 | |||||||||||||||
| Net cash used in operating activities - discontinued operations | (33) | (390) | |||||||||||||||
| Net cash provided by operating activities | 61,143 | 31,488 | |||||||||||||||
| Cash flows from investing activities: | |||||||||||||||||
| Purchase of property and equipment | (12,423) | (14,948) | |||||||||||||||
| Purchase of investments | (278) | (400) | |||||||||||||||
| Acquisition of intangibles | — | (241) | |||||||||||||||
| Proceeds from insurance recoveries | 362 | 1,396 | |||||||||||||||
| Proceeds from sale of investments and investment related transactions | 716 | — | |||||||||||||||
| Proceeds from sale of assets | 985 | 157 | |||||||||||||||
| Net cash used in investing activities | (10,638) | (14,036) | |||||||||||||||
| Cash flows from financing activities: | |||||||||||||||||
| Repayment of term loans | (272,381) | (9,951) | |||||||||||||||
| Repurchase of 2023 Notes | (273,416) | (3,573) | |||||||||||||||
| Proceeds from the issuance of 2026 Notes | 550,000 | — | |||||||||||||||
| Prepayment fee on 2023 Notes | (4,443) | ||||||||||||||||
| Deferred financing costs | (9,177) | — | |||||||||||||||
| Repurchase of Oaktree securities | (80,394) | — | |||||||||||||||
| Transaction costs related to Oaktree securities repurchase | (1,556) | — | |||||||||||||||
| Borrowings under the revolving credit facility | — | 50,000 | |||||||||||||||
| Repayment of borrowings under the revolving credit facility | — | (50,000) | |||||||||||||||
| Dividend payments | (60) | (4,201) | |||||||||||||||
| Proceeds from stock options exercised | 11,893 | 49 | |||||||||||||||
| Repurchase of stock | (1,400) | — | |||||||||||||||
| Cash distribution to non-controlling interests | (2,216) | (1,165) | |||||||||||||||
| Repayments of capitalized obligations | (79) | (49) | |||||||||||||||
| Net cash used in financing activities | (83,229) | (18,890) | |||||||||||||||
| Cash, cash equivalents and restricted cash: | |||||||||||||||||
| Net decrease in cash, cash equivalents and restricted cash | (32,724) | (1,438) | |||||||||||||||
| Beginning of period | 83,723 | 85,161 | |||||||||||||||
| End of period | $ | 50,999 | $ | 83,723 | |||||||||||||
See Notes to Consolidated Financial Statements
F-9
TOWNSQUARE MEDIA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(in Thousands)
| Year Ended December 31, | |||||||||||||||||
| 2021 | 2020 | ||||||||||||||||
| Supplemental Disclosure of Cash Flow Information: | |||||||||||||||||
| Cash payments: | |||||||||||||||||
| Interest | $ | 28,701 | $ | 28,516 | |||||||||||||
| Income taxes | 595 | 1,561 | |||||||||||||||
| Supplemental Disclosure of Non-cash Activities: | |||||||||||||||||
Investments acquired in exchange for advertising (1) | $ | 6,576 | $ | 2,827 | |||||||||||||
Property and equipment acquired in exchange for advertising (1) | 2,522 | 4,811 | |||||||||||||||
| Investments rights acquired in exchange for advertising | 79 | 906 | |||||||||||||||
| Accrued capital expenditures | 99 | 69 | |||||||||||||||
| Deferred payment for software licenses | — | 853 | |||||||||||||||
| Accrued transaction costs | — | 860 | |||||||||||||||
| Dividends declared, but not paid during the period | — | 22 | |||||||||||||||
| Supplemental Disclosure of Cash Flow Information relating to Leases: | |||||||||||||||||
| Cash paid for amounts included in the measurement of operating lease liabilities, included in operating cash flows | $ | 10,175 | $ | 10,988 | |||||||||||||
| Right-of-use assets obtained in exchange for operating lease obligations | $ | 2,690 | $ | 10,717 | |||||||||||||
| Reconciliation of cash, cash equivalents, and restricted cash | |||||||||||||||||
| Cash and cash equivalents | $ | 50,505 | $ | 83,229 | |||||||||||||
| Restricted cash | 494 | 494 | |||||||||||||||
| $ | 50,999 | $ | 83,723 | ||||||||||||||
(1) Represents total advertising services provided by the Company in exchange for equity interests and property and equipment acquired during each of the years ended December 31, 2021 and 2020, respectively.
See Notes to Consolidated Financial Statements
F-10
TOWNSQUARE MEDIA, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in Thousands, except Share Data)
| Shares of Common Stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A | Class B | Class C | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Shares | Shares | Warrants | Common Stock | Additional Paid-in Capital | Retained Earnings (Deficit) | Non-controlling Interest | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2019 | 14,314,092 | 3,011,634 | 1,636,341 | 8,977,676 | $ | 190 | $ | 367,540 | $ | (188,034) | $ | 2,740 | $ | 182,436 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net (loss) income | — | — | — | — | — | — | (82,470) | 1,919 | (80,551) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividend declared | — | — | — | — | — | — | (2,098) | — | (2,098) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued under exercise of stock options | 5,646 | — | — | — | — | 49 | — | — | 49 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of restricted stock | 71,362 | — | — | — | 1 | (1) | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of common shares | 44,965 | (44,965) | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | 2,084 | — | — | 2,084 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash distributions to non-controlling interests | — | — | — | — | — | — | — | (1,165) | (1,165) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2020 | 14,436,065 | 2,966,669 | 1,636,341 | 8,977,676 | $ | 191 | $ | 369,672 | $ | (272,602) | $ | 3,494 | $ | 100,755 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | 16,736 | 2,048 | 18,784 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of common shares (1) | (1,825,000) | — | 1,825,000 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued under exercise of stock options | 1,483,689 | — | — | — | 15 | 11,878 | — | — | 11,893 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of restricted stock | 11,428 | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | 3,718 | — | — | 3,718 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Repurchase of securities (2) | (1,595,224) | (2,151,373) | — | (8,814,980) | (38) | (81,912) | — | — | (81,950) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Share repurchases (3) | (100,000) | — | — | — | (1) | (630) | (769) | — | (1,400) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants exercised (4) | 162,696 | — | — | (162,696) | 2 | (2) | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash distributions to non-controlling interests | — | — | — | — | — | — | — | (2,216) | (2,216) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2021 | 12,573,654 | 815,296 | 3,461,341 | — | $ | 169 | $ | 302,724 | $ | (256,635) | $ | 3,326 | $ | 49,584 | ||||||||||||||||||||||||||||||||||||||||||||||||
(1) On February 3, 2021, a direct holder of Class C Common Stock converted 800,000 shares into equal number of Class A Common Stock. On May 13, 2021, a direct holder of Class A Common Stock converted 2,625,000 shares into an equal number of Class C Common Stock. Except as expressly provided in our certificate of incorporation, the Class A common stock, Class B common stock and Class C common stock have equal economic rights and rank equally, share ratably and are identical in all respects as to all matters. Class C common stock is not redeemable, but is convertible 1:1 (including automatically upon certain transfers) into Class A common stock.
(2) On March 9, 2021, the Company repurchased all outstanding securities held by certain affiliates of Oaktree Capital Management L.P. (“Oaktree”), including 1,595,224 shares of Class A Common Stock, 2,151,373 shares of Class B Common Stock and 8,814,980 warrants. For further discussion on the repurchase, see Note 11, Stockholders' Equity, in our Notes to Consolidated Financial Statements.
(3) See Note 11, Stockholders' Equity, in our Notes to Consolidated Financial Statements for further discussion related to the share repurchase.
(4) See Note 11, Stockholders' Equity, in our Notes to Consolidated Financial Statements for further discussion related to warrants exercised.
See Notes to Consolidated Financial Statements
F-11
Note 1. Organization and Basis of Presentation
Nature of Business
Townsquare is a community-focused digital media and digital marketing solutions company with market leading local radio stations, principally focused outside the top 50 markets in the U.S.. Our integrated and diversified products and solutions enable local, regional and national advertisers to target audiences across multiple platforms, including digital, mobile, social, video, streaming, e-commerce, radio and events. Our assets include a subscription digital marketing services business (“Townsquare Interactive”), providing website design, creation and hosting, search engine optimization, social platforms and online reputation management for approximately 26,800 small to medium sized businesses; a robust digital advertising division (“Townsquare Ignite,” or “Ignite”), a powerful combination of a) an owned and operated portfolio of more than 330 local news and entertainment websites and mobile apps along with a network of leading national music and entertainment brands, collecting valuable first party data and b) a proprietary digital programmatic advertising technology stack with an in-house demand and data management platform; and a portfolio of 321 local terrestrial radio stations in 67 U.S. markets strategically situated outside the Top 50 markets in the United States. Our portfolio includes local media brands such as WYRK.com, WJON.com and NJ101.5.com, and premier national music brands such as XXLmag.com, TasteofCountry.com, UltimateClassicRock.com, and Loudwire.com.
The U.S. economy and financial markets may continue to experience volatility due to the COVID-19 pandemic, including as a result of the development of COVID-19 variants, vaccination rates and government legislative and regulatory responses. The effects of the COVID-19 pandemic began to impact our operations in early March 2020, and included significant advertising cancellations and material declines in the purchase of new advertising by our clients. Declines in forecasted traditional broadcast revenue in the markets in which we operate, the impact of the COVID-19 pandemic on market and economic conditions, and the corresponding impacts to our risk premium, contributed to approximately $107.1 million impairments to the carrying values of our FCC license intangible assets during the first half of 2020, of which $28.7 million and $78.4 million was recognized during the three months ended June 30, 2020 and March 31, 2020, respectively. Additionally, we canceled nearly all live events beginning in March 2020. At the end of the first quarter of 2020, we reduced our workforce through the termination or layoff of approximately 135 full-time employees.
As local public health conditions improved, we experienced recoveries throughout 2021 in advertising revenue, following the sequential improvements we observed during each of the third and the fourth quarters of 2020. Throughout 2021, we continued the precautionary measures that were instituted in 2020 to address the potential impact to our consolidated financial position, consolidated results of operations, and liquidity, including wage reduction efforts such as the temporary suspension of the Company’s match on employee contributions to the Company’s defined contribution plan, the deferral of the payment of certain payroll taxes until December 31, 2021 and 2022 under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) and controlling non-essential capital expenditures. Additionally, our board of directors determined to cease payment of quarterly cash dividends, following the payment of our 2020 first quarter dividend of $2.1 million, paid on May 15, 2020. Effective January 1, 2022, we reinstated our match on employee contributions to the Company’s defined contribution plan at twenty-five cents for each dollar contributed up to the first 4% of eligible compensation (for a total match of 1% of employee contributions).
The full extent of the COVID-19 pandemic impact will depend on future actions and outcomes, all of which remain fluid and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the short-term and long-term economic impacts of the COVID-19 pandemic (including the continued effect on advertising activity, consumer discretionary spending and our employees in the markets in which we operate), further actions taken to mitigate the impact of the pandemic, and the pace of continued economic and financial market recovery when the COVID-19 pandemic subsides, among others.
F-12
Note 2. Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation: The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries that it controls. All intercompany accounts and transactions have been eliminated in consolidation.
Segment Reporting: The Company’s operations are organized internally by the types of products and services provided. In December of 2021, the Company changed its reporting segments in order to reflect its strategic focus, organizational structure and the information reviewed by its CODM as a digital media and digital marketing solutions company with market leading radio stations, represented by three segments: Subscription Digital Marketing Solutions, which includes the results of the Company’s subscription digital marketing solutions business, Townsquare Interactive; Digital Advertising, which includes digital advertising on its owned and operated digital properties and its digital programmatic advertising platform; and Broadcast Advertising, which includes our local, regional and national advertising products and solutions delivered via terrestrial radio broadcast, and other miscellaneous revenue that is associated with its broadcast advertising platform. The remainder of the Company’s business is reported in the Other category, which includes its owned and operated live events. The Company has presented segment information for the year ended December 31, 2020 in conformity with the current year’s segment information.
The Company’s activities are predominately within the United States, which represents one geographic region for segment reporting. The Company does not have any material inter-segment sales. See Note 13, Segment Reporting, in our Notes to Consolidated Financial Statements for further information.
Reclassification of non-cash lease (income) expense:The presentation of non-cash lease (income) expense as a component of adjustments to reconcile net loss to net cash flows provided by operating activities for the year ended December 31, 2020, has been reclassified to conform with the current period's presentation. The reclassification had no impact on net cash provided by operating activities.
Use of Estimates: The preparation of Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates inherent in the preparation of the accompanying consolidated financial statements include assumptions used in determining the fair value of assets and liabilities acquired in a business combination, impairment testing of intangible assets, valuation and impairment testing of long-lived tangible assets, the present value of leasing arrangements, share-based payment expense and the calculation of allowance for doubtful accounts and income taxes.
Concentrations of Credit Risk: Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable. The credit risk is limited due to the large number of customers comprising the Company’s customer base and their dispersion across several different geographic areas of the country. No single customer accounts for more than approximately 1% of revenue for the years ended December 31, 2021 and 2020.
Cash and cash equivalents: The Company maintains its cash balances principally at large financial institutions throughout the United States. Accounts at the institutions are insured by the Federal Deposit Insurance Corporation. Balances in these accounts may at times exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company considers only those investments which are highly liquid, readily convertible to cash, and that mature within three months from date of purchase to be cash equivalents. As of December 31, 2021 and 2020, cash equivalents were comprised of money market funds of $44.2 thousand and $55.6 million, valued using Level 1 inputs.
Restricted cash: Restricted cash includes the collateral account for the Company’s corporate credit cards and a stand-by letter of credit issued in favor of a landlord for one of our leases, and are classified in non-current assets in the Consolidated Balance Sheets. From time to time, such restricted funds could be returned to us or we
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could be required to pledge additional cash. We had restricted cash of $0.5 million as of December 31, 2021 and 2020, respectively.
Accounts Receivable and Allowance for Doubtful Accounts: Accounts receivable are recorded at the invoiced amount and are reduced by a valuation allowance that reflects management’s best estimate of the accounts that will not be collected. In addition to reviewing delinquent accounts receivable, management considers many factors in estimating its general allowance including historical data, collection experience, customer types, creditworthiness and economic trends. From time to time, management may adjust its assumptions for anticipated changes in any of those or other factors expected to affect collectability. Account balances are charged off against the allowance when it is probable the receivable will not be recovered.
Property and Equipment: Property and equipment are recorded at cost and depreciated over their estimated useful life. Property and equipment acquired in a business combination are recorded at their estimated fair value at the date of acquisition under the acquisition method of accounting. Major additions or improvements are capitalized, while repairs and maintenance are charged to expense.
Depreciation expense on property and equipment is recorded using the straight-line method. The estimated useful lives for depreciation are as follows:
| Property Type | Depreciation Period in Years | |||||||
| Buildings and improvements | 10 to 39 years | |||||||
| Broadcasting equipment | 3 to 20 years | |||||||
| Computer and office equipment | 3 to 5 years | |||||||
| Furniture and fixtures | 5 to 10 years | |||||||
| Transportation equipment | 2 to 5 years | |||||||
| Software development costs | 1 to 3 years | |||||||
| Leasehold improvements | Shorter of the economic useful life or remaining term of lease assuming likely renewal periods, as appropriate | |||||||
The above depreciable lives are used for new property and equipment. Used property and equipment may have a useful life that is less than that of an acquired fixed asset that is new, depending on its condition. Upon sale or disposition of an asset, the cost and related accumulated depreciation are removed from the accounts and any loss or gain is recognized in net loss (gain) on sale and retirement of assets in the Consolidated Statements of Operations.
Software Development Costs: In accordance with Accounting Standards Codification (“ASC”) Topic 350, Internally Developed Software, we incurred and capitalized software development costs of $4.1 million and $4.7 million during each of the years ended December 31, 2021 and 2020, respectively. Certain costs incurred for software development during the application development stage are capitalized while costs incurred during the preliminary and post-implementation stages are expensed in the period incurred. Capitalized costs are amortized over the project’s estimated useful life. Software development costs consist primarily of salary and benefits for the Company’s development and technical support staff, contractors’ fees and other costs associated with the development and localization of products and services.
Intangible Assets: Intangible assets consist principally of Federal Communication Commission (“FCC”) broadcast licenses and other definite-lived intangible assets. FCC broadcast licenses are granted to radio stations for up to eight years under the Telecommunications Act of 1996 (the “Act”). The Act requires the FCC to renew a broadcast license if the FCC finds that the station has served the public interest, convenience and necessity, there have been no serious violations of either the Communications Act of 1934 or the FCC’s rules and regulations by the licensee, and there have been no other serious violations which taken together constitute a pattern of abuse. The licenses may be renewed indefinitely at minimal cost. The weighted average time to renewal of our FCC licenses is 7.1 years as of December 31, 2021. FCC licenses, which have been recorded at their estimated fair value as of the date of acquisition, have an indefinite useful life and therefore are not amortized. The fair value of our FCC licenses
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is estimated to be the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Costs associated with other definite-lived intangible assets are being amortized using the straight-line method over their estimated remaining useful lives, which range from 2 to 10 years, as of December 31, 2021.
We have selected December 31st as the annual testing date for impairment of FCC licenses. We evaluate our FCC licenses annually or more frequently if events or changes in circumstances indicate that the assets might be impaired. We evaluated the fair value of our FCC licenses at the unit of account level. Each market's broadcasting licenses were combined into a single unit of accounting for purposes of testing for impairments, which was geographic market.
We utilized a discounted cash flow method to perform our impairment test. Under this method, the income that is attributable to each FCC license is isolated and is based upon modeling a hypothetical “greenfield” build-up to a “normalized” enterprise that, by design, lacks inherent goodwill and assumes that the only asset of the hypothetical start-up business is the license. It is assumed that rather than acquiring indefinite-lived intangible assets as part of a going concern business, the buyer hypothetically develops indefinite-lived intangible assets and builds a new operation with similar attributes from scratch. Thus, the buyer incurs start-up costs during the build-up phase which are normally associated with going concern value. Initial capital costs are deducted from the discounted cash flow model which results in value that is directly attributable to the indefinite-lived intangible assets. The cash flows generated in the greenfield method are presumed to emanate from the one asset, or the FCC license, that exists at time zero. This cash flow stream is discounted to arrive at a value for the FCC license.
The key assumptions using the greenfield method are market revenue growth rates, market share, profit margin and duration and profile of the build-up period, the risk-adjusted discount rate and terminal values. This data is populated using industry normalized information representing an average FCC license within a market. The projections incorporated into our license valuations take into consideration the then current economic conditions. Each of these assumptions may change in the future based upon changes in general economic conditions, audience behavior, consummated transactions, and numerous other variables that may be beyond our control.
Below are some of the key assumptions used in our 2021 impairment assessments:
| December 31, 2021 | ||||||||
| Discount Rate | 9.9% - 10.1% | |||||||
| Long-term Revenue Growth Rate | 0.0% | |||||||
| Low | High | |||||||
| Mature Market Share* | 20.5 | % | 96.0 | % | ||||
| Operating Profit Margin | 18.0 | % | 48.0 | % | ||||
Below are some of the key assumptions used in our 2020 impairment assessments:
| December 31, 2020 | ||||||||
| Discount Rate | 10.4% - 11.4% | |||||||
| Long-term Revenue Growth Rate | 0.0% | |||||||
| Low | High | |||||||
| Mature Market Share* | 20.6 | % | 96.0 | % | ||||
| Operating Profit Margin | 18.0 | % | 48.0 | % | ||||
* Market share assumption used when reliable third-party data is available. Otherwise, Company results and forecasts are utilized.
Based on the results of the Company’s annual impairment evaluation of its FCC licenses performed at December 31, 2021 we incurred impairment charges of $1.7 million for FCC licenses in 1 of our 67 local markets for the year ended December 31, 2021.
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Based upon interim impairment evaluations of our FCC licenses performed at June 30, 2020 and March 31, 2020, we incurred impairment charges of $28.7 million and $78.4 million, respectively, for FCC licenses in 35 and 46, respectively, of our 67 local markets for the three months ended June 30, 2020 and March 31, 2020, respectively, representing total FCC impairment charges of $107.1 million for the year ended December 31, 2020. Charges related to the impairment of the Company’s FCC licenses are included in our Broadcast Advertising segment results.
Assumptions used to estimate the fair value of our FCC licenses are dependent upon the expected performance and growth of our traditional broadcast operations. In the event our broadcast revenues experience actual or anticipated declines, such declines will have a negative impact on the estimated fair value of our FCC licenses, and it is possible the Company will recognize additional impairment charges.
Goodwill: The acquisition method of accounting requires that the excess of purchase price paid over the estimated fair value of identifiable tangible and intangible net assets of acquired businesses be recorded as goodwill. Under the provisions of ASC Topic 350, Intangibles-Goodwill and Other, goodwill is not amortized, but is reviewed for impairment at least on an annual basis at December 31st, or when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable.
The Company evaluates goodwill for impairment at the reporting unit level and has determined appropriate reporting units. The most significant reporting is comprised of the components representing the local advertising businesses of all geographic markets, “Local Advertising”, which are aggregated into one reporting unit for testing. Our other reporting units include: (i) national digital assets, “National Digital”, which consists of music and entertainment focused national websites, (ii) Townsquare Ignite, our digital programmatic advertising platform, (iii) Amped, which is our owned and operated network of digital brands, made up of over 330 websites and 350 mobile applications (iv) Analytical Services, which is an attribution and analytics platform dedicated to tracking broadcast media, (v) Townsquare Interactive, which is our subscription based digital marketing solutions offered to small and mid-sized local and regional businesses in markets outside the top 50 in the United States, and (vi) Live Events, which includes the operations of our national events including other expos, lifestyle and active events which occur outside of our 67 distinct markets.
Recoverability of goodwill is evaluated by comparison of the fair value of a reporting unit with its carrying value. For purposes of testing the carrying value of the Company's goodwill for impairment, the fair value of goodwill for each reporting unit contains significant assumptions incorporating variables that are based on past experiences and judgments about future performance using industry information. These variables would include, but are not limited to: (1) forecasted revenue growth rates; (2) profit margin; (3) estimated capital expenditures and working capital requirements during the projection period; (4) risk-adjusted discount rate; and (5) expected growth rates in perpetuity to estimate terminal values. These variables are susceptible to changes in estimates, which could result in significant changes to the fair value of the goodwill. Impairment of goodwill is calculated by comparing the fair value as described above to the carrying value of goodwill.
The Company also performs a reasonableness test on the fair value results for goodwill by comparing the carrying value of the Company’s assets to the Company’s enterprise value based on its market capitalization.
For 2021, in assessing whether goodwill was impaired in connection with its annual impairment testing performed as of December 31st, the Company performed a quantitative assessment for each of its reporting units. The Company compared the fair value of each of its reporting units, determined based upon discounted estimated future cash flows, to the carrying amount at December 31, 2021, including goodwill. Based upon such assessment, we determined that it was more likely than not that the fair value of each of our reporting units exceeded their respective carrying amounts. The fair values of our National Digital, Townsquare Ignite, Analytical Services, Townsquare Interactive and Live Events reporting units were in excess of their respective carrying values by approximately 703%, 164%, 281%, 497% and 117%, respectively. The fair values of each of our reporting units were determined using a weighted average market and income approach. The income approach requires several assumptions including future sales growth, EBITDA (earnings before interest, taxes, depreciation and amortization) margins, capital expenditures, and discount rates which are the basis for the information used in the discounted cash
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flow model. The weighted-average cost of capital used in testing our reporting units for impairment ranged from 7.9% - 16.3% with perpetual growth rates ranging from (2.8)% to 9.0%.
For 2020, in assessing whether goodwill was impaired in connection with its annual impairment testing performed as of December 31st, the Company performed a quantitative assessment for each of its reporting units. The Company compared the fair value of each of its reporting units, determined based upon discounted estimated future cash flows, to the carrying amount at December 31, 2020, including goodwill. Based upon such assessment, we determined that it was more likely than not that the fair value of each of our reporting units exceeded their respective carrying amounts. The fair values of our National Digital, Townsquare Ignite, Analytical Services, Townsquare Interactive and Live Events reporting units were in excess of their respective carrying values by approximately 138%, 231%, 795%, 300% and 118%, respectively. The fair values of each of our reporting units were determined using a weighted average market and income approach. The income approach requires several assumptions including future sales growth, EBITDA (earnings before interest, taxes, depreciation and amortization) margins, capital expenditures, and discount rates which are the basis for the information used in the discounted cash flow model. The weighted-average cost of capital used in testing our reporting units for impairment ranged from 8.4% - 14.5% with a perpetual growth rates ranging from (4.5)% to 7.3%.
The key assumptions used to determine the estimated fair value of each reporting unit are predicated on our market positioning and the ability to provide diversified and integrated product and service offerings. In the event our operating strategy faces challenges in the business environments in which each of our reporting units operate, a resulting change in the key assumptions (e.g., long-term financial projections) could have a negative impact on the estimated fair value of our reporting units, and it is possible the Company could recognize additional impairment charges.
See Note 6, Goodwill and Other Intangible Assets, Net, for further details related to the results of our impairment testing for each of the years ended December 31, 2021 and 2020, respectively.
Investments: Long-term investments primarily consists of minority holdings in early-stage businesses. As management does not exercise significant control over operating and financial policies of the investees, the investments are not consolidated or accounted for under the equity method of accounting. The initial valuation of the equity securities were based upon a combination of valuation analysis using observable inputs categorized as Level 2 and performing discounted cash flows analysis, using unobservable inputs categorized as Level 3 within the ASC 820 framework. In accordance with ASC 321, Investments - Equity Securities, the Company measures its equity securities at cost minus impairment, as the investments do not qualify for the net asset value per share practical expedient. The Company monitors its investments for any subsequent observable price changes in orderly transactions for the identical or a similar investment of the same investee, at which time the Company adjusts the then current carrying values of the related investment. On July 2, 2021, one of the Company's investees completed its registration with the SEC and became a publicly traded company. As a result, the Company's investment was no longer measured at cost minus impairment and the carrying value of the investment is measured at its fair value with changes in fair value reflected in net income. Additionally, the Company evaluates its investments for any indicators of impairment. For the year ended December 31, 2021 and 2020, the Company recorded no impairment charges.
See Note 7, Investments, for further details related to the Company's investments.
Deferred Financing Costs: Deferred financing costs related to the issuance of debt are capitalized and are amortized over the life of the instrument in such a way as to result in a constant rate of interest when applied to the amount outstanding at the beginning of any given period (the interest method). The amortization of these costs is recorded as interest expense, net in the Consolidated Statements of Operations. Unamortized deferred financing costs as of December 31, 2021 and 2020 have been deducted from the long-term debt balance in the Consolidated Balance Sheets.
Impairment of Long-Lived Assets: Long-lived assets (including property, equipment and intangible assets subject to amortization) to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset group may not be recoverable if it exceeds the sum of the undiscounted cash flows expected to result
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from the use and eventual disposal of the asset group. If it were determined that the carrying amount of an asset was not recoverable, an impairment loss would be recorded. The Company determines the fair value of its long-lived assets based upon the market value of similar assets, if available, or independent appraisals, if necessary. Long-lived assets to be disposed of and/or held for sale are reported at the lower of carrying amount or fair value, less cost to sell. The fair value of assets held for sale is determined in the same manner as described for assets held and used. There were $0.1 million non-cash impairment charges related to long-lived assets for the twelve months ended December 31, 2021. We recognized total impairment charges related to long-lived assets in certain markets during the year ended December 31, 2020 of $2.0 million. Long-lived asset impairment charges are included in caption Impairment of long-lived and intangible assets, in the Company’s Consolidated Statements of Operations.
Business Realignment Costs: As part of the Company’s COVID-19 response, the Company instituted immediate actions to address the potential financial impacts of the pandemic, one of which included reducing our workforce through the termination or layoff of approximately 135 full-time employees in 2020.
The Company recorded the following business realignment costs for the years ended December 31, 2021 and 2020 (in thousands):
| December 31, 2021 | December 31, 2020 | |||||||||||||||||||
| Compensation costs | $ | 184 | $ | 2,648 | ||||||||||||||||
| Other | 662 | 441 | ||||||||||||||||||
| Total | $ | 846 | $ | 3,089 | ||||||||||||||||
Self-Insurance Liabilities: The Company is self-insured for medical liability. In addition, the Company has stop loss coverage in excess of certain defined limits. Liabilities associated with the risks that are retained by the Company are estimated, in part, by considering claims experience, severity factors and other assumptions. For any legal costs expected to be incurred in connection with a loss contingency, the Company recognizes the expense as incurred.
Revenue Recognition: Broadcast revenue for commercial broadcasting advertisements is recognized when the commercial is broadcast. Revenue is reported net of agency commissions. Agency commissions are calculated based on a stated percentage applied to gross billing revenue for advertisers that use agencies. Subscription digital marketing solutions revenue, under the brand name Townsquare Interactive, is recognized as a contract liability until the terms of a customer contract are satisfied, which generally occurs with the transfer of control as the Company satisfies its contractual performance obligation over time. Digital revenue is derived primarily from the sale of internet-based advertising campaigns to local, regional, and national advertisers and is recognized over the duration of the campaigns. Live events revenue and other non-broadcast advertising revenue are recognized as events are conducted. Deferred revenue consists primarily of digital subscriptions in which payment is received in advance of the service month and advance ticket sales on events scheduled to take place at dates in the future.
Trade Advertising: Trade Advertising (advertising provided in exchange for goods and services) are reported at the estimated fair value of the products or services received. Revenue from trade advertising is recognized when advertisements are broadcast. Merchandise or services received is charged to expense when received or utilized. If merchandise or services are received prior to the broadcast of the advertising, a liability is recorded. If advertising is broadcast before the receipt of the goods or services, a receivable is recorded. Total revenues recognized related to trade advertising were $17.4 million and $17.7 million for the years ended December 31, 2021 and 2020, respectively.
Leases: The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities, current and operating lease liability, net of current portion on our Consolidated Balance Sheets. Finance leases are included in property and equipment, net, financing lease liabilities, current and financing lease liabilities, net of current portion on our Consolidated Balance Sheets.
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Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date, adjusted by the deferred rent liabilities at the adoption date. ROU assets may also include any initial direct costs incurred and any lease payments made at or before the lease commencement date, less lease incentives received.
Our lease arrangements may contain lease and non-lease components. We elected to combine lease and non-lease components. In determining the present value of the future lease payments, we consider only payments that are fixed and determinable at commencement date, including non-lease components. Variable components such as utilities and maintenance costs are expensed as incurred. As our leases do not provide an implicit rate, in determining the net present value of lease payments, management used judgment in order to estimate the appropriate incremental borrowing rate, which is the rate incurred to borrow equivalent funds on a collateralized basis over a similar term in a similar economic environment. Lease terms include periods under options to extend or terminate the lease when we are reasonably certain that the option will be exercised. Lease expense is recognized on a straight-line basis over the lease term.
We also elected to apply the short-term lease measurement and recognition exemption in which ROU assets and lease liabilities are not recognized for leases with a term of 12 months or less.
ROU assets for operating leases are periodically reviewed for impairment losses. The Company uses the long-lived assets impairment guidance to determine whether a ROU asset is impaired, and if so, the amount of the impairment loss to recognize. We monitor for events or changes in circumstances that require a reassessment of one of our leases. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU asset unless doing so would reduce the carrying amount of the ROU asset to an amount less than zero.
Local Marketing Agreements: At times, the Company enters into Local Marketing Agreements (“LMAs”), also known as Time Brokerage Agreements (“TBAs”). In a typical LMA, the licensee of a radio station makes available, for a fee, airtime on its radio station to a party which supplies content to be broadcast during that airtime and collects revenue from advertising aired during such content. LMAs are subject to compliance with the antitrust laws and the Communications Act of 1934, as amended, and relevant FCC rules and published policies (“Communication Laws”), including the requirement that the licensee must maintain independent control over the radio station and, in particular, its personnel, content and finances. The FCC has held that such agreements do not violate the Communications Laws as long as the licensee of the radio station receiving content from another station maintains ultimate responsibility for, and control over radio station operations and otherwise ensures compliance with the Communications Laws.
As of December 31, 2021, the Company operated one non-owned radio station under an LMA. The total net revenue for the contractual portion of the LMA of the radio station and its total expenses for the contractual portion of the LMA were immaterial.
Financial Instruments: ASC 825, Disclosures about Fair Value of Financial Instruments, requires the Company to disclose estimated fair values for its financial instruments. Management has reviewed its cash and cash equivalents, accounts receivable, other current assets, accounts payable and accrued expenses and has determined that their carrying values approximate their fair value due to the short maturity of these instruments. The fair value of the Company’s long-term debt is disclosed in Note 8, Long-Term Debt.
Fair Value Measurements: ASC 820, Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements.
The fair value framework under ASC 820 provides for a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy are as follows:
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•Level 1: Inputs are quoted prices (unadjusted) in active markets for identified assets or liabilities that the Company has the ability to access at the measurement date.
•Level 2: Inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 assets include quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets that are not active; and inputs other than quoted prices that are observable such as models.
•Level 3: Inputs are unobservable inputs for the asset or liability. Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.
Advertising and Promotion Costs: Costs of media advertising (including barter) and associated production costs are expensed to direct operating expenses the first time the advertising takes place. The Company recorded advertising expenses of $0.4 million and $0.6 million, for the years ended December 31, 2021 and 2020, respectively.
Income Taxes: Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date.
The Company also evaluates the need for valuation allowances to reduce the deferred tax assets to realizable amounts. Management evaluates all positive and negative evidence and uses judgment regarding past and future events, including operating results, to help determine when it is more likely than not that all or some portion of the deferred tax assets may not be realized. When appropriate, a valuation allowance is recorded against deferred tax assets to offset future tax benefits that may not be realized.
The Company follows the provisions of ASC Topic 740, Accounting for Income Taxes. ASC Topic 740 clarifies the accounting for uncertainties in income taxes recognized in an enterprise’s financial statements. ASC Topic 740 also prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740 provides guidance on derecognition, classification, interest and penalties, disclosures and transition. As required by the uncertain tax position guidance in ASC Topic 740, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company’s policy is to recognize interest and penalties accrued on unrecognized tax benefits as part of income tax expense. The Company’s Federal income tax returns and various state tax returns remain subject to examination by taxing authorities for all years after 2017.
Stock-based compensation: Stock-based compensation expense related to stock-based transactions, including employee awards, is measured and recognized in the Consolidated Financial Statements based on the fair value of the award on the grant date. The fair values of restricted stock awards are determined based on the fair market value of our common stock at the time of grant. The fair value of option awards is estimated using the Black-Scholes option-pricing model. This model requires assumptions including the fair value of the Company’s common stock, expected volatility, expected term of the award, expected dividend yield and risk-free interest rate. Stock-based compensation expense is recognized as the equity awards vest. Share-based awards may be subject to forfeiture if certain employment conditions are not met. The Company accounts for forfeitures as they occur.
Contingencies: In accordance with ASC Topic 450, Contingencies, the Company records a loss contingency when it is probable a liability has been incurred and the amount of the loss can be reasonably estimated. The Company monitors the stage of progress of its litigation matters and relates that to an accrual for estimated losses to determine if any adjustments are required.
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In the normal course of business, the Company is subject to various regulatory proceedings, lawsuits, claims and other matters. Additionally, from time to time the Company is engaged in various legal proceedings related to its intellectual property, employees or other matters. Although such matters are subject to many uncertainties and outcomes are not predictable with assurance, as of December 31, 2021 and 2020, management does not believe any such matters are material to the Company’s consolidated results of operations or financial condition.
Accounting Developments
Recently Adopted Accounting Standards
In January 2020, the FASB issued ASU 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)-Clarifying the Interactions between Topic 321, Topic 323, and Topic 815, which clarifies certain interactions between the guidance to account for certain equity securities under Topic 321, the guidance to account for investments under the equity method of accounting in Topic 323, and the guidance in Topic 815, which could change how an entity accounts for an equity security under the measurement alternative or a forward contract or purchased option to purchase securities that, upon settlement of the forward contract or exercise of the purchased option, would be accounted for under the equity method of accounting or the fair value option in accordance with Topic 825, Financial Instruments. The new guidance is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company accounts for its equity securities without readily determinable fair values under the measurement alternative election of ASC 321, whereby the Company can elect to measure an equity security without a readily determinable fair value, that does not qualify for the practical expedient to estimate fair value (net asset value), at its cost minus impairment, if any. The ASU also allows the use of a qualitative assessment when analyzing impairment of equity securities without readily determinable fair values. The Company adopted this standard effective January 1, 2021, which did not have a material impact on the Company’s Consolidated Financial Statements.
In December 2019, the FASB issued ASU 2019-12, Accounting Standards Update 2019-12-Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The new guidance is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted this standard effective January 1, 2021, which did not have a material impact on the Company’s Consolidated Financial Statements.
Recently Issued Standards That Have Not Yet Been Adopted
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which adds a new Topic 326 to the Codification and removes the thresholds that companies apply to measure credit losses on financial instruments measured at amortized cost, such as loans, receivables, and held-to-maturity debt securities. The guidance will remove all recognition thresholds and will require companies to recognize an allowance for credit losses for the difference between the amortized cost basis of a financial instrument and the amount of amortized cost that the company expects to collect over the instrument's contractual life. The new guidance is effective for smaller reporting companies for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption, either of the entire standard or only the provisions that eliminate or modify requirements, is permitted. The Company expects to adopt the new guidance in the first quarter of 2023. The Company is continuing to assess the impact on its Consolidated Financial Statements, if any.
Note 3. Revenue Recognition
The following tables present a disaggregation of our revenue by reporting segment and revenue from political sources and all other sources (in thousands):
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| Year Ended December 31, 2021 | |||||||||||||||||||||||||||||||||||
| Subscription Digital Marketing Solutions | Digital Advertising | Broadcast Advertising | Other | Total | |||||||||||||||||||||||||||||||
| Net Revenue (ex Political) | $ | 81,792 | $ | 116,841 | $ | 211,355 | $ | 4,471 | $ | 414,459 | |||||||||||||||||||||||||
| Political | — | — | 3,498 | — | 3,498 | ||||||||||||||||||||||||||||||
| Net Revenue | $ | 81,792 | $ | 116,841 | $ | 214,853 | $ | 4,471 | $ | 417,957 | |||||||||||||||||||||||||
| Year Ended December 31, 2020 | |||||||||||||||||||||||||||||||||||
| Subscription Digital Marketing Solutions | Digital Advertising | Broadcast Advertising | Other | Total | |||||||||||||||||||||||||||||||
| Net Revenue (ex Political) | $ | 70,360 | $ | 96,969 | $ | 185,524 | $ | 2,479 | $ | 355,332 | |||||||||||||||||||||||||
| Political | — | — | 16,006 | — | 16,006 | ||||||||||||||||||||||||||||||
| Net Revenue | $ | 70,360 | $ | 96,969 | $ | 201,530 | $ | 2,479 | $ | 371,338 | |||||||||||||||||||||||||
Revenue from contracts with customers is recognized as an obligation until the terms of a customer contract are satisfied; generally this occurs with the transfer of control as we satisfy contractual performance obligations over time. Our contractual performance obligations include the performance of digital marketing solutions, placement of internet-based advertising campaigns, broadcast of commercials on our owned and operated radio stations, and the operation of live events. Revenue is measured at contract inception as the amount of consideration we expect to receive in exchange for transferring goods or providing services. Our contracts are at a fixed price at inception and do not include any variable consideration or financing components by normal course of business practice. Sales, value add, and other taxes that are collected concurrently with revenue producing activities are excluded from revenue.
The primary sources of net revenue are the sale of digital and broadcast advertising solutions on our owned and operated websites, radio stations’ online streams, and mobile applications, radio stations, and on third party websites through our in-house digital programmatic advertising platform. Through our digital programmatic advertising platform, we are able to hyper-target audiences for our local, regional and national advertisers by combining first and third party audience and geographic location data, providing them the ability to reach a high percentage of their online audience. Ignite delivers these solutions across desktop, mobile, connected TV, email, paid search and social media platforms utilizing display, video and native executions. We also offer subscription digital marketing solutions under the brand name Townsquare Interactive to small and mid-sized local and regional businesses in markets outside the top 50 across the United States, including the markets in which we operate radio stations. Our digital marketing solutions include traditional and mobile-enabled website development and hosting services, e-commerce platforms, search engine and online directory optimization services, online reputation monitoring, social media management, and website retargeting.
Political net revenue includes the sale of advertising for political advertisers. Contracted performance obligations under political contracts consist of the broadcast and placement of digital advertisements. Management views political revenue separately based on the episodic nature of election cycles and local issues calendars.
Net revenue for digital and broadcast advertisements are recognized as the contractual performance obligations for Townsquare services are satisfied. We measure progress towards the satisfaction of our contractual performance obligations in accordance with the contractual arrangement. We recognize the associated contractual revenue as delivery takes place and the right to invoice for services performed is met.
Our advertising contracts are short-term (less than one year) and payment terms are generally net 30-60 days for traditional customer contracts and net 60-90 days for national agency customer contracts. Our billing practice is to invoice customers on a monthly basis for services delivered to date (representing the right to invoice). Our contractual arrangements do not include rights of return and do not include any significant judgments by nature of the products and services.
F-22
Net revenue from digital subscription-based contractual performance obligations is recognized ratably over time as our performance obligations are satisfied. Subscription-based service fees are typically billed in advance of the month of service at a fixed monthly fee that is contractually agreed upon at contract inception. The measure of progress in such arrangements is the number of days of successful delivery of the contracted service.
For all customer contracts, we evaluate whether we are the principal (i.e., report revenue on a gross basis) or the agent (i.e., report revenue on a net basis). Generally, we report revenue for advertising placed on Townsquare properties on a gross basis (the amount billed to our customers is recorded as revenue, and the amount paid to our publishers is recorded as a cost of revenue). We are the principal because we control the advertising inventory before it is transferred to our customers. Our control is evidenced by our sole ability to monetize the advertising inventory, being primarily responsible to our customers, having discretion in establishing pricing, or a combination of these factors. We also generate revenue through agency relationships in which revenue is reported net of agency commissions. Agency commissions are calculated based on a stated percentage applied to gross billing revenue for advertisers that use agencies.
The following table provides information about receivables, contract assets and contract liabilities from contracts with customers (in thousands):
| December 31, 2021 | December 31, 2020 | ||||||||||||||||
| Receivables | $ | 57,647 | $ | 58,634 | |||||||||||||
| Short-term contract liabilities (deferred revenue) | $ | 10,208 | $ | 8,847 | |||||||||||||
| Contract acquisition costs | $ | 5,428 | $ | 4,824 | |||||||||||||
We receive payments from customers based upon contractual billing schedules; accounts receivable is recorded when the right to consideration becomes unconditional. Contract receivables are recognized in the period the Company provides services when the Company’s right to consideration is unconditional. Payment terms vary by the type and location of our customer and the products or services offered. Payment terms for amounts invoiced are typically net 30-60 days.
Our contract liabilities include cash payments received or due in advance of satisfying our performance obligations and digital subscriptions in which payment is received in advance of the service and month. These contract liabilities are recognized as revenue as the related performance obligations are satisfied. As of December 31 30, 2021, and December 31, 2020, the balance in the contract liabilities was $10.2 million and $8.8 million, respectively. The increase in our contract liabilities balance from December 31, 2020 is primarily driven by cash payments received or due in advance of satisfying our performance obligations, offset by $7.7 million of recognized revenue for the year ended December 31, 2021. For the year ended December 31, 2020, we recognized $6.8 million of revenue that was previously included in our deferred revenue balance. No significant changes in the time frame of the satisfaction of contract liabilities have occurred during the year ended December 31, 2021.
Our capitalized contract acquisition costs include amounts related to sales commissions paid for signed contracts with perceived durations exceeding one year. We defer the related sales commission costs and amortize such costs to expense in a manner that is consistent with how the related revenue is recognized over the duration of the related contracts. We have evaluated the average customer contract duration (initial term and any renewals) to determine the appropriate amortization period for these contractual arrangements. Capitalized contract acquisition costs are recognized in prepaid expenses and other current assets in the accompanying consolidated balance sheets. As of December 31, 2021 and 2020, we had a balance of $5.4 million and $4.8 million in capitalized contract acquisition costs and recognized $4.3 million and $2.7 million of amortization during the year ended December 31, 2021 and 2020, respectively. No impairment losses have been recognized or changes made to the time frame for performance of the obligations related to deferred contract assets during the years ended December 31, 2021 or 2020, respectively.
F-23
Arrangements with Multiple Performance Obligations
In contracts with multiple performance obligations, we identify each performance obligation and evaluate whether the performance obligations are distinct within the context of the contract at contract inception. When multiple performance obligations are identified, we identify how control transfers to the customer for each distinct contract obligation and determine the period when the obligations are satisfied. If obligations are satisfied in the same period, no allocation of revenue is deemed to be necessary. In the event performance obligations within a bundled contract do not run concurrently, we allocate revenue to each performance obligation based on its relative standalone selling price. We generally determine standalone selling prices based on the prices charged to customers or by using expected cost-plus margins. Performance obligations that are not distinct at contract inception are combined.
Performance Obligations
We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed as amounts related to those performance obligations with expected durations of greater than one year are at a fixed price per unit and do not include any upfront or minimum payments requiring any estimation or allocation of revenue.
Note 4. Acquisitions
There were no acquisitions for the year ended December 31, 2021. On October 9, 2020, Townsquare Media Duluth, LLC closed on the acquisition of the assets associated with the radio broadcast station WWAX-FM for $0.4 million. All consideration for the acquisition was paid with cash on hand.
Note 5. Property and Equipment, Net
Property and equipment consisted of the following (in thousands):
| December 31, 2021 | December 31, 2020 | ||||||||||
| Land and improvements | $ | 20,558 | $ | 21,512 | |||||||
| Buildings and leasehold improvements | 55,192 | 54,471 | |||||||||
| Broadcast equipment | 95,962 | 90,324 | |||||||||
| Computer and office equipment | 21,819 | 20,480 | |||||||||
| Furniture and fixtures | 22,130 | 21,657 | |||||||||
| Transportation equipment | 20,427 | 19,918 | |||||||||
| Software development costs | 34,776 | 30,721 | |||||||||
| Total property and equipment, gross | 270,864 | 259,083 | |||||||||
| Less: Accumulated depreciation and amortization | (164,147) | (147,212) | |||||||||
| Total property and equipment, net | $ | 106,717 | $ | 111,871 | |||||||
Depreciation and amortization expense for property and equipment was $18.0 million and $19.1 million for the years ended December 31, 2021 and 2020, respectively.
The Company recorded $0.1 million in impairment charges related to long-lived assets for the year ended December 31, 2021. On March 7, 2021 the Company sold a portion of land in Portsmouth, NH, recognizing a $0.6 million net loss on sale. On June 7, 2021, the Company sold a building and portion of land in the Boise, ID market for $0.6 million, an amount consistent with its current net carrying value.
F-24
For the year ended December 31, 2020, the Company recorded $1.2 million in non-cash impairment charges, primarily related to long-lived assets within the San Angelo, TX market and the Live Events business.
The Company had no material right of use assets related to it finance leases as of December 31, 2021 and 2020.
Note 6. Goodwill and Other Intangible Assets, Net
Indefinite-lived assets consist of goodwill and FCC broadcast licenses. FCC licenses represent a substantial portion of the Company’s total assets. The FCC licenses are renewable in the ordinary course of business, generally for a maximum of eight years. The fair value of FCC licenses is primarily dependent on the future cash flows of the radio markets and other assumptions, including, but not limited to, forecasted revenue growth rates, profit margins and a risk-adjusted discount rate. The Company has selected December 31st as the annual testing date.
The Company evaluates its FCC licenses for impairment annually or more frequently if events or changes in circumstances indicate that the assets might be impaired. Due to changes in forecasted traditional broadcast revenue in the markets in which we operate in, as they recover from the COVID-19 pandemic, the Company quantitatively evaluated the fair value of its FCC licenses at March 31, 2021 and December 31, 2021. Based on the results of the Company’s interim impairment evaluation of its FCC licenses performed at March 31, 2021, the Company incurred no impairment charges during the first quarter of 2021. Based on the results of the Company’s annual impairment evaluation of its FCC licenses performed at December 31, 2021 we incurred impairment charges of $1.7 million for FCC licenses in 1 of our 67 local markets. The $1.7 million impairment charge recorded during the year ended December 31, 2021 was driven by a change in the assumption for market revenue growth rates due to the availability of market data for the affected market.
Based upon interim impairment evaluations of our FCC licenses as of June 30, 2020 and March 31, 2020, we incurred impairment charges of $28.7 million and $78.4 million, respectively, for FCC licenses in 35 and 46, respectively, of our 67 local markets for the three months ended June 30, 2020 and March 31, 2020, respectively. The impairment charge realized during the three months ended June 30, 2020 was primarily driven by changes in the market data utilized in determining the discount rate applied in the valuation of our FCC licenses which drove an increase in the weighted average cost of capital. The changes in data were driven by an increase in market volatility and industry bond yields, a direct result of the impact of the COVID-19 pandemic on market and economic conditions. The impairment charge realized during the three months ended March 31, 2020 was primarily due to declines in forecasted traditional broadcast revenue in the markets we operate in as a result of the COVID-19 pandemic.
Charges related to the impairment of the Company’s FCC licenses are included in the Broadcast Advertising segment results.
Unfavorable changes in key assumptions utilized in the impairment assessment of our FCC licenses may affect future testing results. For example, keeping all other assumptions constant, a 150-basis point increase in the weighted average cost of capital as of the date of our last quantitative assessment would cause the estimated fair values of our FCC licenses to decrease by $99.4 million which would have resulted in an additional impairment charge of $5.5 million as of December 31, 2021. Assumptions used to estimate the fair value of our FCC licenses are also dependent upon the expected performance and growth of our traditional broadcast operations. In the event our broadcast revenue experiences actual or anticipated declines, including as a result of the COVID-19 pandemic, such declines will have a negative impact on the estimated fair value of our FCC licenses, and the Company could recognize additional impairment charges, which could be material.
F-25
In December of 2021, the Company changed its reporting segments in order to reflect its strategic focus, organizational structure and the information reviewed by its CODM as a digital media and digital marketing solutions with market leading radio stations, represented by three segments: Subscription Digital Marketing Solutions, Digital Advertising and Broadcast Advertising. The remainder of our business is reported in the Other category, which includes the results of our live events business. As there was no change to the Company’s identified reporting units, goodwill was not reallocated as a result of the change in segments.
For 2021, in assessing whether goodwill was impaired in connection with its annual impairment testing performed as of December 31st, the Company performed a quantitative assessment for each of its reporting units. Based upon such assessment, the Company determined that the fair value of the following reporting units exceeded their respective carrying amounts as of December 31, 2021. The fair values of our National Digital, Townsquare Ignite, Analytical Services, Townsquare Interactive, and Live Events reporting units were in excess of their respective carrying values by approximately 703%, 164%, 281%, 497% and 117%, respectively.
For 2020, in assessing whether goodwill was impaired in connection with its annual impairment testing performed as of December 31st, the Company performed a quantitative assessment for each of its reporting units. Based upon such assessment, the Company determined that the fair value of the following reporting units exceeded their respective carrying amounts as of December 31, 2020. The fair values of our National Digital, Townsquare Ignite, Analytical Services, Townsquare Interactive, and Live Events reporting units were in excess of their respective carrying values by approximately 138%, 231%, 795%, 300% and 118%, respectively.
As of December 31, 2021, the goodwill balances remaining for each of our reporting units were as follows (amounts in thousands):
| Goodwill at December 31, 2021 | Goodwill at December 31, 2020 | ||||||||||
| Reporting Unit: | |||||||||||
| Local Advertising | $ | — | $ | — | |||||||
| National Digital | 8,273 | 8,273 | |||||||||
| Townsquare Ignite | 66,378 | 66,378 | |||||||||
| Amped | — | — | |||||||||
| Analytical Services | 2,313 | 2,313 | |||||||||
| Townsquare Interactive | 77,000 | 77,000 | |||||||||
| Live Events | 3,983 | 3,983 | |||||||||
| Balance | $ | 157,947 | $ | 157,947 | |||||||
The fair values of each of our reporting units were determined using a weighted average market and income approach. The income approach requires several assumptions including future sales growth, EBITDA (earnings before interest, taxes, depreciation and amortization) margins, and capital expenditures and discount rates which are the basis for the information used in the discounted cash flow model. The weighted-average cost of capital used in testing our reporting units for impairment ranged from 7.9% - 16.3% with perpetual growth rates ranging from (2.8)% to 9.0%.
F-26
The following table presents changes in goodwill by segment during each of the two years ended December 31, 2021 and 2020, respectively (in thousands):
| Subscription Digital Marketing Solutions | Digital Advertising | Broadcast Advertising | Other | Total | |||||||||||||||||||||||||||||||
Balance at December 31, 2019 (1) | $ | 77,000 | $ | — | $ | 76,964 | $ | 3,983 | $ | 157,947 | |||||||||||||||||||||||||
| Balance at December 31, 2020 | $ | 77,000 | $ | — | $ | 76,964 | $ | 3,983 | $ | 157,947 | |||||||||||||||||||||||||
| Realignment of goodwill | — | 76,964 | (76,964) | — | $ | — | |||||||||||||||||||||||||||||
| Balance at December 31, 2021 | $ | 77,000 | $ | 76,964 | $ | — | $ | 3,983 | $ | 157,947 | |||||||||||||||||||||||||
(1) The aggregate goodwill balance as of December 31, 2019 is net of (i) a $69.0 million non-cash goodwill impairment charge related to the local advertising businesses reporting unit in the fourth quarter of 2019; (ii) $48.9 million of accumulated impairment charges incurred in 2017, of which $39.9 million was included as a component of discontinued operations and $9.1 million of which related to the 2017 strategic review and restructuring of our entertainment business; and (iii) a $4.1 million write-off of goodwill was recorded in 2017 in connection with business realignments within the entertainment business.
The following tables present details of intangible assets as of December 31, 2021 and 2020, respectively (in thousands):
| December 31, 2021 | |||||||||||||||||||||||
| Weighted Average Useful Life (in Years) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||||
| Intangible Assets: | |||||||||||||||||||||||
| FCC licenses | Indefinite | $ | 275,321 | $ | — | $ | 275,321 | ||||||||||||||||
| Customer and advertising relationships | 2 | 6,540 | (5,447) | 1,093 | |||||||||||||||||||
| Leasehold interests | 10 | 1,085 | (1,000) | 85 | |||||||||||||||||||
| Tower space | 2 | 454 | (445) | 9 | |||||||||||||||||||
| Trademarks | 8 | 2,598 | (1,315) | 1,283 | |||||||||||||||||||
| Software License Fees | 2 | 853 | (379) | 474 | |||||||||||||||||||
| Total | $ | 286,851 | $ | (8,586) | $ | 278,265 | |||||||||||||||||
| December 31, 2020 | |||||||||||||||||||||||
| Weighted Average Useful Life (in Years) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||||
| Intangible Assets: | |||||||||||||||||||||||
| FCC licenses | Indefinite | $ | 277,013 | $ | — | $ | 277,013 | ||||||||||||||||
| Customer and advertising relationships | 3 | 6,540 | (4,793) | 1,747 | |||||||||||||||||||
| Leasehold interests | 11 | 1,085 | (970) | 115 | |||||||||||||||||||
| Tower space | 3 | 454 | (439) | 15 | |||||||||||||||||||
| Trademarks | 9 | 2,761 | (1,218) | 1,543 | |||||||||||||||||||
| Software License Fees | 3 | 853 | (126) | 727 | |||||||||||||||||||
| Total | $ | 288,706 | $ | (7,546) | $ | 281,160 | |||||||||||||||||
F-27
Amortization expense for definite-lived intangible assets for each of the years ended December 31, 2021 and 2020 was $1.1 million and $1.0 million, respectively.
Estimated future amortization expense for each of the five succeeding fiscal years and thereafter as of December 31, 2021 is as follows (in thousands):
| 2022 | $ | 1,101 | |||
| 2023 | 837 | ||||
| 2024 | 168 | ||||
| 2025 | 168 | ||||
| 2026 | 168 | ||||
| Thereafter | 502 | ||||
| $ | 2,944 | ||||
Note 7. Investments
Long-term investments primarily consists of minority holdings in early-stage businesses. As management does not exercise significant control over operating and financial policies of the investees, the investments are not consolidated or accounted for under the equity method of accounting. The initial valuation of the equity securities was based upon an estimate of market value at the time of investment or upon a combination of a valuation analysis using observable inputs categorized as Level 2 and performing a discounted cash flows analysis, using unobservable inputs categorized as Level 3 within the ASC 820 framework. In accordance with ASC 321, Investments - Equity Securities, the Company measures its equity securities at cost minus impairment, as their fair values are not readily determinable and the investments do not qualify for the net asset value per share practical expedient. The Company monitors its investments for any subsequent observable price changes in orderly transactions for the identical or a similar investment of the same investee, at which time the Company would adjust the then current carrying values of the related investment. Additionally, the Company evaluates its investments for any indicators of impairment.
During the year ended December 31, 2021, the Company made two new investments in businesses for $1.1 million and acquired an additional $5.3 million and $0.5 million in additional interests in two existing investees, respectively. There were no impairment charges recorded for the year ended December 31, 2021 and 2020.
In May of 2021 the Company realized a gain in the amount of $0.3 million following the private acquisition of one of its investees.
On July 2, 2021, one of the Company's investees completed its registration with the SEC and became a publicly traded company. As a result, the Company's investment was no longer measured at cost minus impairment and the carrying value of the investment is measured at its fair value with changes in fair value reflected in net income.
Based on the market price of the investee's common stock as of December 31, 2021, the fair value of the Company's investment in the common stock of the investee was approximately $3.4 million, resulting in a total unrealized net gain of $0.1 million during 2021 included as a component of other income. Additionally, the Company received a $0.2 million cash payment in connection with the completion of the transactions related to the investee's registration of its common stock. The fair value of the investee's common stock as of December 31, 2021, was based upon quoted prices (unadjusted) in active markets for identical equity securities, Level 1 measurements under the fair value measurement hierarchy established under Fair Value Measurement (Topic 820).
F-28
Note 8. Long-Term Debt
Total debt outstanding is summarized as follows (in thousands):
| December 31, 2021 | December 31, 2020 | ||||||||||
| 2026 Notes | $ | 550,000 | $ | — | |||||||
| 2023 Notes | — | $ | 273,416 | ||||||||
| Term Loans | — | 272,381 | |||||||||
| Debt before deferred financing costs | 550,000 | 545,797 | |||||||||
| Deferred financing costs | (8,479) | (2,369) | |||||||||
| Total long-term debt | $ | 541,521 | $ | 543,428 | |||||||
On January 6, 2021, the Company completed the private offering and sale of $550.0 million aggregate principal amount of 6.875% senior secured notes due 2026 (the “2026 Notes”) at an issue price of 100.0%. The net proceeds from the 2026 Notes, together with cash on hand, were used to repay: (i) all outstanding borrowings under the 2015 senior secured credit facility, which included a seven year $275.0 million term loan facility (the “Term Loans”) with $272.4 million principal amount outstanding and $2.1 million in accrued interest, (ii) all of the outstanding $273.4 million of principal amount of 6.5% Unsecured Senior Notes due in 2023 (the “2023 Notes”), a prepayment premium of $4.4 million, and $5.1 million in accrued interest, and (iii) fees and expenses related thereto. The Company also terminated its revolving credit facility and all other obligations thereunder were repaid effective January 6, 2021. The 2026 Notes bear interest at a rate of 6.875% and mature on February 1, 2026. Interest on the 2026 Notes is payable semi-annually in cash in arrears on February 1 and August 1 of each year, commencing on August 1, 2021.
The Company incurred approximately $13.6 million of fees and expenses in connection with the issuance of the 2026 Notes, of which approximately $9.4 million were capitalized and are being amortized over the remaining term of the 2026 Notes using the effective interest method at an effective rate of 7.2%. The Company recognized a $4.9 million loss on the early extinguishment of debt, comprised of a $3.1 million portion of the 2023 Notes prepayment premium and the write-off of $1.8 million of unamortized debt discount and deferred financing fees previously capitalized in connection with the senior secured credit facility and 2023 Notes. The Company recognized a $1.1 million loss on the modification of Terms Loans and 2023 Notes, which is primarily related to a portion of fees and expenses incurred related to the issuance of the 2026 Notes.
The Company’s obligations under the 2026 Notes are guaranteed by substantially all of its subsidiaries and assets. The Company may redeem the 2026 Notes in whole or in part, at its option, at a redemption price equal to 100% of the principal amount, subject to the following redemption prices, plus accrued and unpaid interest, if any to, but excluding, the redemption date:
| Period | Price | |||||||
| Prior to February 1, 2023 | at an applicable make-whole premium | |||||||
| Beginning February 1, 2023 | 103.438 | % | ||||||
| Beginning February 1, 2024 | 101.719 | % | ||||||
| Beginning February 1, 2025 and thereafter | 100.000 | % | ||||||
At any time prior to February 1, 2023, the Company may redeem up to 40% of the aggregate principal amount of the 2026 Notes with the net cash proceeds of one or more equity offerings, at a price equal to 106.875% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
F-29
Change of Control
If the Company experiences certain change of control events, holders of the 2026 Notes may require the Company to repurchase all or part of their 2026 Notes at 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.
Certain Covenants
The 2026 Notes indenture contains restrictive covenants that limit the ability of the Company and its restricted subsidiaries to, among other things:
•incur additional indebtedness;
•declare or pay dividends, redeem stock or make other distributions to stockholders;
•make investments; create liens or use assets as security in other transactions;
•merge or consolidate, or sell, transfer, lease or dispose of substantially all of our assets;
•enter into transactions with affiliates;
•sell or transfer certain assets; and
•agree to certain restrictions on the ability of restricted subsidiaries to make payments to the Company.
Certain of these covenants will be suspended if the 2026 Notes are assigned an investment grade rating by Standard & Poor’s Investors Ratings Services, Moody’s Investors Service, Inc. or Fitch Ratings, Inc. and no event of default has occurred and is continuing.
During the year ended December 31, 2020, the Company voluntarily repurchased $4.7 million of its 2023 Notes at a market price below par, plus accrued interest and recognized a gain of $1.2 million. The Company wrote-off approximately $0.1 million of unamortized deferred financing costs in connection with the voluntary repurchase of its 2023 Notes. The repurchased notes were canceled by the Company. Based on the results of operations for the year ended December 31, 2019 we were required to make an excess free cash flow payment under the terms of its revolving credit facility of $9.9 million. The payment was made on June 15, 2020. On March 17, 2020, the Company borrowed $50.0 million under its revolving credit facility, which was repaid on June 5, 2020.
The Company was in compliance with its covenants under the 2026 Notes indenture as of December 31, 2021.
As of December 31, 2021 and 2020, based on available market information, the estimated fair value of the 2026 and 2023 Notes was $583.0 million and $278.2 million, respectively. As of December 31, 2020 the estimated fair value of the Term Loans was $272.4 million. The Company used Level 2 measurements under the fair value measurement hierarchy established under Fair Value Measurement (Topic 820).
Annual maturities of the Company's long-term debt as of December 31, 2021 are as follows (in thousands):
| 2022 | $ | — | |||
| 2023 | — | ||||
| 2024 | — | ||||
| 2025 | — | ||||
| 2026 | $ | 550,000 | |||
Note 9. Lease and Other Commitments
Our lease agreements are primarily for facilities, land, radio towers and other equipment used in our operations and contain renewal options through 2088, escalating rent provisions and/or cost of living adjustments. The majority of our leases are operating leases, although we have several finance leases for equipment as the lease term represents a significant portion of the useful life. In several cases, we have lease arrangements where the lease
F-30
payment is based upon the consumer price index. Our lease agreements generally do not contain guarantees of the residual value at the end of the lease term or restrictive financial or other covenants.
Total rental expense, including costs incurred for live events such as venue and equipment rentals, for our operating leases was $11.6 million and $12.0 million for the years ended December 31, 2021 and 2020, respectively, and is included in Income from operations. During the year ended December 31, 2020, the Company recognized $0.7 million in accelerated rent related to a facility in Princeton, NJ in connection with consolidating operations within the market.
In September 2015, the Company closed on the sale of 43 towers located on 41 sites in 28 markets to a subsidiary of Vertical Bridge, LLC ("Vertical Bridge") (the "Tower Sale"). The divested towers house antenna that broadcast certain of the Company’s radio stations. As part of this transaction, the Company leased a portion of the space on the sold towers that house certain of the Company's antenna. The lease is for a period of 35 years, including an initial term of twenty years and three optional 5-year renewal periods. The Company pays $41 of rent per annum ($1 per site per annum) to Vertical Bridge for the right to house its existing antenna on the divested towers. In addition, the Company determined that the lease is an operating lease and is amortizing the long-term prepaid rent asset and deferred gain on the sale of towers as offsetting amounts over the lease term. The ending balances of the prepaid rent asset and deferred gain, including the current portion of $0.2 million, as of December 31, 2021 and 2020 were $6.0 million and $6.2 million, respectively. The Company will continue to amortize these balances over the remaining lease term.
Weighted-average remaining lease term (in years) and discount rate related to leases were as follows:
| Weighted Average Remaining Lease Term | December 31, 2021 | December 31, 2020 | |||||||||
| Finance Leases | 3.16 years | 3.29 years | |||||||||
| Operating leases | 7.24 years | 7.54 years | |||||||||
| Weighted Average Discount Rate | |||||||||||
| Finance Leases | 5.55% | 6.15% | |||||||||
| Operating leases | 6.80% | 7.02% | |||||||||
Maturities of lease liabilities for operating leases are as follows as of December 31, 2021 (in thousands):
| 2022 | $ | 9,575 | |||
| 2023 | 8,291 | ||||
| 2024 | 7,362 | ||||
| 2025 | 6,262 | ||||
| 2026 | 4,158 | ||||
| Thereafter | 16,168 | ||||
| Total operating lease payments | 51,816 | ||||
| Less: imputed interest | (11,665) | ||||
| Add: deferred gain sale leaseback transaction | 5,988 | ||||
| Total | $ | 46,139 | |||
Maturities of lease liabilities for financing leases are as follows as of December 31, 2021 (in thousands):
F-31
| 2022 | $ | 97 | |||
| 2023 | 61 | ||||
| 2024 | 46 | ||||
| 2025 | 24 | ||||
| 2026 | 11 | ||||
| Thereafter | — | ||||
| Total financing lease payments | 239 | ||||
| Less: imputed interest | (19) | ||||
| Total | $ | 220 | |||
The components of lease costs recorded to operating and corporate expense where the short-term lease measurement and recognition exemption was not applied are as follows (dollars in thousands):
Year Ended December 31, 2021 | Year Ended December 31, 2020 | ||||||||||
| Operating lease cost | $ | 9,877 | $ | 11,035 | |||||||
| Short-term lease cost | $ | 33 | $ | 70 | |||||||
| Variable lease cost | $ | 7 | $ | 6 | |||||||
| Total lease cost | $ | 9,917 | $ | 11,111 | |||||||
Other Commitments: The radio broadcast industry’s principal ratings service is Nielsen Holdings N.V. (“Nielsen”), which publishes surveys for domestic radio markets. The Company’s remaining aggregate obligation under the agreements with Nielsen as of December 31, 2021 is approximately $7.9 million and is expected to be paid in accordance with the agreements through September 2023. In addition, the Company has aggregate commitments of $5.1 million for a business management platform through 2023.
Future expected payments under these agreements as of December 31, 2021 are as follows (in thousands):
| 2022 | $ | 9,391 | |||
| 2023 | 3,627 | ||||
| 2024 | — | ||||
| 2025 | — | ||||
| 2026 | — | ||||
| Thereafter | — | ||||
| Total purchase obligations | $ | 13,018 | |||
Total payments made under these agreements were $9.6 million and $11.0 million for the years ended December 31, 2021 and 2020, respectively.
Note 10. Income Taxes
Income tax expense (benefit) from operations for the years ended December 31, 2021 and 2020 consisted of the following (in thousands):
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| 2021 | 2020 | |||||||||||||||||||
| Current income tax expense | ||||||||||||||||||||
| State | $ | 596 | $ | 348 | ||||||||||||||||
| Total current income tax expense | $ | 596 | $ | 348 | ||||||||||||||||
| Deferred tax expense (benefit) | ||||||||||||||||||||
| Federal | $ | 6,840 | $ | (20,205) | ||||||||||||||||
| State | 2,915 | (4,001) | ||||||||||||||||||
| Total deferred income tax expense (benefit) | 9,755 | (24,206) | ||||||||||||||||||
| Total income tax expense (benefit) | $ | 10,351 | $ | (23,858) | ||||||||||||||||
Total income tax expense (benefit) from operations differed from the amount computed by applying the federal statutory tax rate of 21% for the years ended December 31, 2021 and 2020, due to the following (in thousands):
| 2021 | 2020 | |||||||||||||||||||
| Pretax income (loss) at federal statutory rate | $ | 6,118 | $ | (21,926) | ||||||||||||||||
| State income tax expense, net federal expense | 2,244 | (4,584) | ||||||||||||||||||
| Non-deductible items | 1,528 | 272 | ||||||||||||||||||
| Goodwill impairment | — | — | ||||||||||||||||||
| Adjustment of prior year deferred taxes | 847 | 836 | ||||||||||||||||||
| Change in valuation allowance | (368) | 1,552 | ||||||||||||||||||
| Other items | (18) | (8) | ||||||||||||||||||
| Total benefit for income taxes | $ | 10,351 | $ | (23,858) | ||||||||||||||||
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities at December 31, 2021 and 2020 are presented below (in thousands):
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| 2021 | 2020 | ||||||||||
| Deferred tax assets: | |||||||||||
| Allowance for doubtful accounts | $ | 1,751 | $ | 1,812 | |||||||
| Accrued expenses and other current liabilities | 657 | 534 | |||||||||
| Stock-based compensation | 2,637 | 3,670 | |||||||||
| Property and equipment | 1,929 | 2,011 | |||||||||
| Interest expense | 11,379 | 7,579 | |||||||||
| Operating lease obligations | 11,978 | 13,406 | |||||||||
| Non-current liabilities | 3,075 | 4,623 | |||||||||
| Net operating loss and credit carryforwards | 60,655 | 59,460 | |||||||||
| Foreign tax credits | 385 | 385 | |||||||||
| 94,446 | 93,480 | ||||||||||
| Less: valuation allowance | (55,070) | (55,438) | |||||||||
| Deferred tax assets | 39,376 | 38,042 | |||||||||
| Deferred tax liabilities: | |||||||||||
| Intangible assets | 46,537 | 34,228 | |||||||||
| Operating lease right of use assets | 11,162 | 12,407 | |||||||||
| Software development costs | 1,758 | 1,733 | |||||||||
| Deferred tax liabilities | 59,457 | 48,368 | |||||||||
| Net deferred tax liabilities | $ | (20,081) | $ | (10,326) | |||||||
As of December 31, 2021, the Company has federal net operating loss carryforwards of approximately $171.9 million available to offset future income which will expire in the years 2022 through 2037, of which $41.2 million have an indefinite life. Approximately $50.4 million is applicable to Townsquare Radio, Inc. and can only be utilized against its future earnings (subject to further limitations under Section 382 of the Internal Revenue Code), and $80.3 million applicable to post IPO operations of the Company and can be utilized against future earnings without limitation through 2037. The Company has approximately $55.8 million of capital loss carryforwards which can be utilized through 2023. Additionally, the Company has various amounts of state net operating loss carry forwards expiring through 2041.
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities and projected future taxable income in making this assessment. At December 31, 2021 and 2020, management believes it is not more likely than not that the Company will realize the benefits of these deductible differences.
The decrease in the valuation allowance of $0.4 million during the December 31, 2021 period, is primarily due to management’s conclusion in the period that an additional portion of the deferred tax assets will more than likely be realized. The increase in the valuation allowance of $1.6 million during the December 31, 2020 period, is primarily due to management’s conclusion in the period that an additional portion of the deferred tax assets will more than likely not be realized.
The Company has not recorded any unrecognized tax benefits as of December 31, 2021 and December 31, 2020. It is not expected that unrecognized tax benefits will materially change in the next 12 months.
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Note 11. Stockholders’ Equity
The table below presents a summary, as of December 31, 2021, of our authorized and outstanding common stock, and securities convertible into common stock, excluding options issued under our 2014 Omnibus Incentive Plan.
Security1 | Par Value Per Share | Number Authorized | Number Outstanding | Description | ||||||||||||||||||||||
| Class A common stock | $ | 0.01 | 300,000,000 | 12,573,654 | One vote per share. | |||||||||||||||||||||
| Class B common stock | $ | 0.01 | 50,000,000 | 815,296 | Ten votes per share.2 | |||||||||||||||||||||
| Class C common stock | $ | 0.01 | 50,000,000 | 3,461,341 | No votes.2 | |||||||||||||||||||||
| Total | 400,000,000 | 16,850,291 | ||||||||||||||||||||||||
1 Each of the shares of common stock 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. | ||||||||||||||||||||||||||
The foregoing share totals include 151,725 shares of restricted Class A common stock, subject to vesting terms, but exclude 4,706,301 of Class A common stock and 3,670,509 of Class B common stock issuable upon exercise of stock options, which options have an exercise price of between $4.79 and $10.08 per share. Additionally, the Company is authorized to issue 50,000,000 shares of undesignated preferred stock.
Dividend Rights
Each holder of shares of our common stock will be entitled to receive equally, on a per share basis, such dividends and other distributions in cash, securities or other property of the Company as may be declared thereon by our Board of Directors from time to time out of assets or funds of the Company legally available therefor; provided, however, that in the event that such dividend is paid in the form of shares of common stock or rights to acquire common stock, the holders of Class A common stock shall receive Class A common stock or rights to acquire Class A common stock, as the case may be, the holders of Class B common stock shall receive Class B common stock or rights to acquire Class B common stock, as the case may be, and the holders of Class C common stock shall receive Class C common stock or rights to acquire Class C common stock, as the case may be. Following the economic circumstances and uncertainty created by the COVID-19 pandemic, our board of directors determined to cease payment of quarterly cash dividends. Any future determination to pay dividends will be at the discretion of our board of directors.
Other Rights
Each holder of common stock is subject to, and may be adversely affected by, the rights of the holders of any series of preferred stock that we may designate and issue in the future.
Liquidation Rights
If our company is involved in a consolidation, merger, recapitalization, reorganization, or similar event, each holder of common stock will participate pro rata in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding.
Equal Status
Except as expressly provided in our certificate of incorporation, the Class A common stock, Class B common stock and Class C common stock shall have the same rights and privileges and rank equally, share ratably and be identical in all respects as to all matters. Without limiting the generality of the foregoing, (i) in the event of a merger or consolidation requiring the approval of the holders of the Company’s common stock entitled to vote thereon (whether or not the Company is the surviving entity), the holders of each class of common stock have the right to receive, or the right to elect to receive, the same form and amount of consideration, if any, as the holders of each other class of common stock on a per share basis, and (ii) in the event of (x) any tender or exchange offer to
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acquire any shares of common stock by any third party pursuant to an agreement to which the Company is a party or (y) any tender or exchange offer by the Company to acquire any shares of common stock, pursuant to the terms of the applicable tender or exchange offer, the holders of each class of common stock shall have the right to receive, or the right to elect to receive, the same form and amount of consideration on a per share basis as the holders of each other class of common stock provided, that if the consideration to be received by the holders of common stock in connection with any such transaction is in the form of shares of stock of the surviving or resulting corporation (or any parent corporation), such shares received by the holders of Class A common stock, Class B common stock or Class C common stock may have varying voting powers or other rights as are equivalent to those of the Class A common stock, Class B common stock and Class C common stock, respectively.
Holders of shares of Class A common stock, Class B common stock and Class C common stock vote together as a single class on all matters presented to the Company’s stockholders for their vote or approval, except as otherwise required by applicable law. Each holder of the Company’s Class A common stock is entitled to one vote per share on each matter submitted to a vote of stockholders. The Company’s Class A common stock is neither convertible nor redeemable. Each holder of the Company’s Class B common stock is entitled to ten votes per share on each matter submitted to a vote of stockholders. The Company’s Class B common stock is not redeemable, but is convertible 1:1 (including automatically upon certain transfers) into Class A common stock. Holders of shares of Class C common stock are not entitled to any voting rights with respect to such shares. The Company’s Class C common stock is not redeemable, but is convertible 1:1 (including automatically upon certain transfers) into Class A common stock.
Stock Repurchase Agreement
On January 24, 2021, the Company entered into a stock repurchase agreement with certain affiliates of Oaktree Capital Management L.P. (“Oaktree”) to repurchase 606,484 shares of the Company’s Class A common stock, 2,151,373 shares of the Company’s Class B common stock, and 7,242,143 warrants to purchase Class A Common Stock. On March 9, 2021, the repurchase was consummated and the Company elected to repurchase all of the outstanding securities held by Oaktree, including 1,595,224 shares of Class A Common Stock, 2,151,373 shares of Class B Common Stock and 8,814,980 warrants for an aggregate purchase price of $80.4 million, or $6.40 per security.
In connection with the closing under the stock repurchase agreement, on March 8, 2021, the Company and Oaktree entered into a settlement agreement (the “Settlement Agreement”), pursuant to which, among other things, the Company agreed to pay $4.5 million to Oaktree as follows: (i) $1.5 million on April 1, 2021; (ii) $1.0 million on July 1, 2021; (iii) $1.0 million on October 1, 2021; and (iv) $1.0 million on November 10, 2021. The Settlement Agreement also includes customary mutual releases from claims, demands, and damages related to the stock repurchase agreement. The $4.5 million due under the terms of the Settlement Agreement is reflected as a component of transaction costs for the year ended December 31, 2021. All amounts due under the terms of the Settlement Agreement were paid as of September 30, 2021.
Total consideration and fees in the aggregate amount of $82.0 million related to the repurchase of the shares and warrants from Oaktree are reflected as a reduction in capital during the year ended December 31, 2021. The shares were retired upon repurchase.
Stock Repurchase
On June 2, 2021, the Company repurchased 100,000 shares of Class A common stock from its Chief Executive Officer at a price of $14.00 per share. The shares were previously issued at a grant date fair value of $6.31. The difference between the grant date fair value and the repurchase price is reflected as an increase in accumulated deficit during the twelve months ended December 31, 2021.
Exercise of Warrants to Purchase Common Stock
On August 16, 2021, a warrant holder exercised 152,074 warrants at an exercise price of $0.0001 per share and received 152,074 shares of Class A common stock. On December 14, 2021, a warrant holder exercised 10,622 warrants in a cashless exercise transaction and received 10,622 shares of Class A common stock.
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The Company’s common stock is not entitled to preemptive or other similar subscription rights to purchase any of our securities. Unless the Company's board of directors determines otherwise, we will issue all of our capital stock in uncertificated form.
Stock-based Compensation
The Company’s 2014 Omnibus Incentive Plan (the “2014 Incentive Plan”) provides grants of stock options, stock appreciation rights, restricted stock, other stock-based awards and other cash-based awards. Directors, officers and other employees of the Company and its subsidiaries, as well as others performing consulting or advisory services for the Company, are eligible for grants under the 2014 Incentive Plan. The purpose of the 2014 Incentive Plan is to provide incentives that will attract, retain and motivate high performing officers, directors, employees and consultants by providing them with appropriate incentives and rewards either through a proprietary interest in our long-term success or compensation based on their performance in fulfilling their personal responsibilities.
Amendment to 2014 Incentive Plan
On January 25, 2021, the board of directors determined that it was in the best interest of the Company and its stockholders to amend the Company’s 2014 Incentive Plan to increase the number of shares of common stock available for grant under the 2014 Incentive Plan from 12,000,000 shares to 27,000,000 shares (the “Amendment”). Subsequently, on January 25, 2021, the board of directors submitted the Amendment to certain stockholders affiliated with Oaktree for approval. By written consent delivered to the Company on January 27, 2021, the Oaktree-affiliated stockholders, representing approximately 52.4% of the voting power of the Company, approved the Amendment.
The aggregate number of shares of common stock which may be issued or used for reference purposes under the 2014 Incentive Plan or with respect to which awards may be granted may not exceed 27,000,000 shares. As of December 31, 2021, 16,624,382 shares were available for grant.
Employee Stock Purchase Plan
In September 2021, the Company’s board of directors approved the 2021 Employee Stock Purchase Plan (the “2021 ESPP”). The Plan constitutes a sub-plan under the Townsquare Media, Inc. 2014 Omnibus Incentive Plan. Under the 2021 ESPP, eligible employees may authorize payroll deductions of at least 3% but no more than 15% of their current compensation of each payday during six months offering periods which commence on January 1 and July 1. Contributions are subject to an annual limitation of $25,000, and are used to purchase shares of Class A common stock at 90% of the fair market value of the Class A common stock on either the first or last day of an offering period, whichever is lower. The total number of shares purchased during each offering period may not exceed 2,000 shares per eligible participant and the total aggregate discount price for any calendar year may not exceed an annual limitation of $600,000. The first offering period for the ESPP commenced on January 1, 2022.
Stock Repurchase Plan
On December 16, 2021, the Board of Directors approved a stock repurchase plan, pursuant to which the Company is authorized to repurchase up to $50 million of the Company’s issued and outstanding Class A common stock over a thirty-six month period. Repurchases of common stock under the repurchase plan may be made, from time to time, in amounts and at prices the Company deems appropriate, subject to market conditions, applicable legal requirements, debt covenants and other considerations. Any such repurchases may be executed using open market purchases, privately negotiated agreements or other transactions, and may be funded from cash on hand, available borrowings or proceeds from potential debt or other capital markets sources.
Stock Option Activity
During the year ended December 31, 2021, eligible option holders tendered 1,483,689 options to purchase 1,483,689 shares of Townsquare common stock.
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During the year ended December 31, 2021, the Company granted 45,000 options with grant date fair value of $4.94. The option grant has a a four year vesting period of 25% each year with a ten-year term.
During the year ended December 31, 2020, the Company granted 2,181,041 options with grant date fair values of $2.36 and $3.15. The option grants have a four year vesting period of 25% each year with a ten-year term.
The grant date fair value of the stock options is estimated using the Black-Scholes option pricing model, which requires estimates of the expected term of the option, the expected volatility of the Company’s common stock price, dividend yield and the risk-free interest rate. The below table summarizes the assumptions used to estimate the fair value of the equity options granted:
| 2021 | 2020 | ||||||||||||||||
| Expected volatility | 50.0 | % | 50.0 | % | |||||||||||||
| Expected term | 6.25 years | 6.25 years | |||||||||||||||
| Risk free interest rate | 1.32 | % | 0.66 | % | |||||||||||||
| Expected dividend yield | 0.0 | % | 0.0 | % | |||||||||||||
The expected term was calculated using the simplified method, defined as the midpoint between the vesting period and the contractual term of each award, due to the lack of sufficient historical exercise data. The expected volatility was based on market conditions of the Company and comparable companies. The risk-free interest rate was based on the U.S. Treasury yield curve in effect on the date of grant which most closely corresponds to the expected term of the option. Our board of directors determined to cease payment of quarterly cash dividends following the payment of our first quarter dividend of $2.1 million on May 15, 2020.
The following table summarizes stock option activity for the years ended December 31, 2021 and 2020:
| Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (years) | Aggregate Intrinsic Value (in thousands) | ||||||||||||||||||||
| Outstanding at December 31, 2020 | 11,234,078 | $ | 7.92 | 4.99 | $ | 1,062 | |||||||||||||||||
| Granted | 45,000 | 10.08 | |||||||||||||||||||||
| Exercised | (1,483,689) | 8.01 | 4,727 | ||||||||||||||||||||
| Forfeited and expired | (1,418,579) | 8.46 | |||||||||||||||||||||
| Outstanding at December 31, 2021 | 8,376,810 | $ | 7.82 | 5.01 | $ | 46,128 | |||||||||||||||||
| Exercisable at December 31, 2021 | 6,142,276 | $ | 8.29 | 3.79 | $ | 30,934 | |||||||||||||||||
The maximum contractual term of stock options is 10 years.
Restricted Stock Activity
The following table summarizes restricted stock activity for the years ended December 31, 2021:
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| Number of Shares | Weighted Average Fair Value | ||||||||||||||||||||||||||||
| Non-vested balance at January 31, 2021 | 306,177 | $ | 6.55 | ||||||||||||||||||||||||||
| Shares granted | 11,428 | 8.74 | |||||||||||||||||||||||||||
| Shares vested | (165,880) | 6.49 | |||||||||||||||||||||||||||
| Shares forfeited | — | — | |||||||||||||||||||||||||||
| Non-vested balance at December 31, 2021 | 151,725 | $ | 6.78 | ||||||||||||||||||||||||||
The fair value of the restricted stock is equal to the closing share price on the date of grant. The vesting term of shares of restricted stock vary from 1 to 5 years.
For the years ended December 31, 2021 and 2020, the Company recognized approximately $3.7 million and $2.1 million, respectively, of stock-based compensation expense with respect to the options and shares of restricted stock granted. As of December 31, 2021, total unrecognized stock-based compensation expense related to our stock options and restricted stock was $5.4 million and $0.4 million, respectively, and is expected to be recognized over a weighted average period of 2.8 and 1.2 years, respectively.
Note 12. Net Income (Loss) Per Common Share
Net Income (Loss) Per Common Share
Basic earnings (loss) per common share (“EPS”) is generally calculated as income available to common shareholders divided by the weighted average number of common shares outstanding. Diluted EPS is generally calculated as income available to common shareholders divided by the weighted average number of common shares outstanding plus the dilutive effect of common share equivalents. The Company has determined that our Warrants were a participating security, as defined, in accordance with Accounting Standards Codification (“ASC”) Topic 260, Earnings Per Share. Although these Warrants were subject to restrictions on exercise, they participated in the undistributed earnings of the Company and therefore, our presentation reflects the two-class method.
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The calculation of basic and diluted EPS for the years ended December 31, 2021 and 2020, was as follows (in thousands, except per share data):
| Year Ended December 31, | |||||||||||||||||
| 2021 | 2020 | ||||||||||||||||
| Numerator: | |||||||||||||||||
| Net income (loss) | $ | 18,784 | $ | (80,551) | |||||||||||||
| Net income from non-controlling interest | $ | 2,048 | $ | 1,919 | |||||||||||||
| Net income (loss) attributable to controlling interest | $ | 16,736 | $ | (82,470) | |||||||||||||
| Denominator: | |||||||||||||||||
| Weighted average shares of common stock outstanding | 16,836 | 18,647 | |||||||||||||||
| Weighted average shares of participating securities outstanding | 1,747 | 8,978 | |||||||||||||||
| Total weighted average basic shares outstanding | 18,583 | 27,625 | |||||||||||||||
| Effect of dilutive common stock equivalents | 2,658 | — | |||||||||||||||
| Weighted average diluted common shares outstanding | 21,241 | 18,647 | |||||||||||||||
| Basic income (loss) per share: | |||||||||||||||||
| Continuing operations attributable to common shares | $ | 0.90 | $ | (4.46) | |||||||||||||
Continuing operations attributable to participating shares (1) | $ | 0.90 | $ | 0.08 | |||||||||||||
| Diluted income (loss) per share: | $ | 0.79 | $ | (4.46) | |||||||||||||
(1)On March 9, 2021, the Company repurchased 8,814,980 warrants outstanding from Oaktree, on August 16, 2021, a warrant holder exercised 152,074 warrants, and on December 14, 2021, a warrant holder exercised 10,622 warrants, each as more fully discussed in Note 11, Stockholders' Equity. As of December 31, 2021, there are no warrants outstanding. Income (loss) attributable to participating shares and diluted income (loss) per share for 2021 was calculated utilizing the weighted-average method.
The Company had the following dilutive securities that were not included in the computations of diluted net income per share as they were considered anti-dilutive (in thousands):
| Year Ended December 31, | |||||||||||||||||
| 2021 | 2020 | ||||||||||||||||
| Warrants | — | 8,978 | |||||||||||||||
| Stock options | 31 | 11,234 | |||||||||||||||
| Restricted Stock | — | 306 | |||||||||||||||
Note 13. Segment Information
Operating segments are organized internally by type of products and services provided. In December of 2021, the Company changed its reporting segments in order to reflect its strategic focus, organizational structure and the information reviewed by its CODM as a digital media and digital marketing solutions company with market leading local radio stations, represented by three segments: Subscription Digital Marketing Solutions, Digital Advertising and Broadcast Advertising. The remainder of our business is reported in the Other category.
The Company operates in one geographic area. The Company's assets and liabilities are managed within markets outside the top 50 across the United States where the Company conducts its business and are reported internally in the same manner as the Consolidated Financial Statements; thus, no additional information regarding
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assets and liabilities of the Company’s reportable segments is produced for the Company's CEO or included in these Consolidated Financial Statements. Intangible assets consist principally of FCC broadcast licenses and other definite-lived intangible assets and primarily support the Company’s Broadcast Advertising segment. For further information see Note 6, Goodwill and Other Intangible Assets, Net. The Company does not have any material inter-segment sales.
The Company's management evaluates segment operating income, which excludes unallocated corporate expenses and the impact of certain items that are not directly attributable to the reportable segments' underlying operating performance, and primarily includes expenses related to corporate stewardship and administration activities, transaction related costs and non-cash impairment charges.
The following table presents the Company's reportable segment information for the year ended December 31, 2021 (in thousands):
| Subscription Digital Marketing Solutions | Digital Advertising | Broadcast Advertising | Other | Corporate | Total | ||||||||||||||||||||||||||||||||||||
| Net revenue | $ | 81,792 | $ | 116,841 | $ | 214,853 | $ | 4,471 | $ | — | $ | 417,957 | |||||||||||||||||||||||||||||
| Direct operating expenses, excluding depreciation, amortization and stock-based compensation | 57,374 | 79,894 | 147,364 | 3,670 | — | 288,302 | |||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 986 | 489 | 12,971 | 167 | 4,485 | 19,098 | |||||||||||||||||||||||||||||||||||
| Corporate expenses | — | — | — | — | 24,542 | 24,542 | |||||||||||||||||||||||||||||||||||
| Stock-based compensation | 540 | 53 | 318 | 14 | 2,793 | 3,718 | |||||||||||||||||||||||||||||||||||
| Transaction costs | — | — | — | — | 4,459 | 4,459 | |||||||||||||||||||||||||||||||||||
| Business realignment costs | — | — | — | 30 | 816 | 846 | |||||||||||||||||||||||||||||||||||
| Impairment of long-lived and intangible assets | — | — | 1,818 | 95 | — | 1,913 | |||||||||||||||||||||||||||||||||||
| Net loss on sale and retirement of assets | — | — | 601 | — | — | 601 | |||||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | 22,892 | $ | 36,405 | $ | 51,781 | $ | 495 | $ | (37,095) | $ | 74,478 | |||||||||||||||||||||||||||||
The following table presents the Company's reportable segment information for the year ended December 31, 2020, (in thousands):
| Subscription Digital Marketing Solutions | Digital Advertising | Broadcast Advertising | Other | Corporate | Total | ||||||||||||||||||||||||||||||||||||
| Net revenue | $ | 70,360 | $ | 96,969 | $ | 201,530 | $ | 2,479 | $ | — | $ | 371,338 | |||||||||||||||||||||||||||||
| Direct operating expenses, excluding depreciation, amortization and stock-based compensation | 49,259 | 70,581 | 160,268 | 2,239 | — | 282,347 | |||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 529 | 1,012 | 13,291 | 438 | 4,837 | 20,107 | |||||||||||||||||||||||||||||||||||
| Corporate expenses | — | — | — | — | 26,885 | 26,885 | |||||||||||||||||||||||||||||||||||
| Stock-based compensation | 90 | 31 | 114 | 9 | 1,840 | 2,084 | |||||||||||||||||||||||||||||||||||
| Transaction costs | — | — | — | — | 2,653 | 2,653 | |||||||||||||||||||||||||||||||||||
| Business realignment costs | — | — | — | 304 | 2,785 | 3,089 | |||||||||||||||||||||||||||||||||||
| Impairment of long-lived, and intangible assets | — | 70 | 108,413 | 575 | — | 109,058 | |||||||||||||||||||||||||||||||||||
| Net loss on sale and retirement of assets | — | — | — | — | 83 | 83 | |||||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | 20,482 | $ | 25,275 | $ | (80,556) | $ | (1,086) | $ | (39,083) | $ | (74,968) | |||||||||||||||||||||||||||||
Note 14. Related Party Transactions
The Company has a strategic partnership and services agreement with a company affiliated with the Chairman of Townsquare’s board of directors. Under the agreement, the Company provides certain professional and administrative services including, IT, accounting and human resources support, business development, and engineering and consulting services. Prior to April 2021, the Company received a monthly service fee of $5,000 and reimbursement of any direct expenses, as applicable, however, effective April 1, 2021, the agreement was terminated. During the year ended December 31, 2021 and 2020, the Company received payments in the aggregate of $0.02 million and $0.1 million related to services provided under the terms of the agreement, respectively.
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SCHEDULE II
TOWNSQUARE MEDIA, INC.
FINANCIAL STATEMENT SCHEDULE
VALUATION AND QUALIFYING ACCOUNTS
| Fiscal Year | Balance at Beginning of Year | Charged to Costs and Expenses | Deductions | Balance at End of Year | ||||||||||||||||||||||
| Allowance for doubtful accounts | ||||||||||||||||||||||||||
| 2021 | $ | 7,051 | $ | 3,921 | $ | (4,229) | $ | 6,743 | ||||||||||||||||||
| 2020 | $ | 2,604 | $ | 6,970 | $ | (2,523) | $ | 7,051 | ||||||||||||||||||
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