10-K 1 tsq12311510k.htm 10-K 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
__________________
 
FORM 10-K
__________________

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2015
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 333-197002
Townsquare Media, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation
or organization)
4832
(Primary Standard Industrial
Classification Code Number)
27-1996555 
(I.R.S. Employer
Identification No.)
240 Greenwich Avenue
Greenwich, Connecticut 06830
(203) 861-0900 
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:
Class A Common Stock, $0.01 par value per share
 
The New York Stock Exchange
(Title of each class)
 
(Name of each exchange on which registered)
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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    Yes ☒    No  ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer”, “large accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
 
Accelerated filer
x 
 
 
 
 
Non-accelerated filer
 
☐  (Do not check if a smaller reporting company)
 
Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ☐    No ☒

As of February 25, 2016, the registrant had 17,863,318 outstanding shares of common stock consisting of: (i) 9,946,354 shares of Class A common stock, par value $0.01 per share; (ii) 3,022,484 shares of Class B common stock, par value $0.01 per share; and (iii) 4,894,480 shares of Class C common stock, par value $0.01 per share. The registrant also had 9,508,878 warrants to purchase Class A common stock outstanding as of that date.

The aggregate market value of the registrant's voting and non-voting common stock held by non-affiliates of the registrant was $170,201,087 as of June 30, 2015.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement relating to its 2016 annual meeting of stockholders (the “2016 Proxy Statement”), to be filed with the Securities and Exchange Commission ("SEC"), are incorporated by reference in Part III, Items 10 to 14 of this Annual Report on Form 10-K as indicated herein.







TOWNSQUARE MEDIA, INC.

INDEX

 
 
PART I
 
 
 
 
 
 
 
 
 
 
 
 
PART II
 
 
 
 
 
 
 
 
 
 
 
PART III
 
 
 
 
 
 
 
 
 
 
 
 
 




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CERTAIN DEFINITIONS

On July 25, 2014, Townsquare Media, LLC a Delaware limited liability company organized in 2010, converted to Townsquare Media, Inc. (together with its consolidated subsidiaries, except as the context may otherwise require, "we," "us," "our," "Company," or "Townsquare").

"Transactions" refers to all material acquisitions and divestitures that were completed from January 1, 2013 to December 31, 2015. The Transactions include, but are not limited to, the acquisition of all of the membership interests of Heartland Group, LLC, and its wholly-owned subsidiary North American Midway Entertainment ("NAME") on September 1, 2015, the sale of 43 towers to a subsidiary of Vertical Bridge, LLC ("Vertical Bridge") on September 1, 2015 (the "Tower Sale"), the acquisition of certain assets of FACE, Festivals and Concert Events, Inc. ("WE Fest"), which closed on October 31, 2014, certain assets of MAC Events ("MAC"), which closed on November 20, 2013, the acquisition of our Boise market from Peak II Holding, LLC ("Boise" or "Peak"), which closed on November 14, 2013, the acquisitions of certain assets from Cumulus Media, Inc. ("Cumulus II") which closed on November 14, 2013, and the acquisition of certain assets of Country Jam, which closed on July 12, 2013. The Transactions are disclosed in more detail in our annual consolidated financial statements included elsewhere in this annual report.

MARKET, RANKING AND OTHER INDUSTRY DATA

In this annual report we rely on and refer to information and statistics regarding our industry, the size of certain markets and our position within the sectors in which we compete. Some of the market and industry data contained in this annual report are based on independent industry publications or other publicly available information, while other information is based on our good faith estimates, which are derived from our review of internal surveys, as well as independent sources listed in this annual report, and our management’s knowledge and experience in the markets in which we operate. Our estimates have also been based on information obtained from our customers, suppliers and other contacts in the markets in which we operate. We believe that these independent sources and our internal data are reliable as of their respective dates.

TRADEMARKS, SERVICE MARKS AND TRADE NAMES

We own or have rights to trademarks, service marks or trade names that we use in connection with the operation of our business. In addition, our names, logos and website names and addresses are owned by us or licensed by us. We also own or have the rights to copyrights that protect the content of our products. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this annual report are listed without the ©, ® and ™ symbols, but we will assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks, trade names and copyrights. This annual report may include trademarks, service marks or trade names of other companies. Our use or display of other parties’ trademarks, service marks, trade names or products is not intended to, and does not imply a relationship with, or endorsement or sponsorship of us by, the trademark, service mark or trade name owners.



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IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY

As a company with less than $1.0 billion in revenue during our most recently completed fiscal year, we qualify as an emerging growth company as defined in Section 2(a) of the Securities Act of 1933, as amended (the "Securities Act"), as modified by Section 102 of the Jumpstart Our Business Startups Act (the "JOBS Act"). As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies that are not emerging growth companies. These provisions include:

reduced disclosure about our executive compensation arrangements;

not being subject to non-binding shareholder advisory votes on executive compensation or golden parachute arrangements; and

an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting.

We may take advantage of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company. We will cease to be an emerging growth company upon the earlier of (i) the last day of the fiscal year in which our annual gross revenue exceeds $1.0 billion, (ii) the last day of the fiscal year that we become a "large accelerated filer" as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which would occur if the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter and we have been publicly reporting for at least 12 months or (iii) the date on which we have issued more than $1.0 billion in non-convertible debt during the preceding three-year period. The JOBS Act permits emerging growth companies to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We have chosen to "opt out" of this provision and, as a result, we will comply with new or revised accounting standards by no later than the relevant dates on which adoption of such standards is required for non-emerging growth companies. This decision to opt out of the extended transition period under the JOBS Act is irrevocable.

FORWARD-LOOKING STATEMENTS

This annual report on Form 10-K contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact included in this annual report are forward-looking statements. Forward-looking statements discuss our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "aim," "anticipate," "believe," "estimate," "expect," "forecast," "outlook," "potential," "project," "projection," "plan," "intend," "seek," "believe," "may," "could," "would," "will," "should," "can," "can have," "likely," the negatives thereof and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. For example, all statements we make relating to our estimated and projected earnings, revenue, costs, expenditures, cash flows, growth rates and financial results, our plans and objectives for future operations, growth or initiatives, strategies, or the expected outcome or impact of pending or threatened litigation are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including:

the impact of general economic conditions in the United States or Canada, or in the specific markets in which we currently do business;

industry conditions, including existing competition and future competitive technologies;

the popularity of radio as a broadcasting and advertising medium;

cancellations, disruptions or postponements of advertising schedules in response to national or world events;



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our dependence on key personnel; our capital expenditure requirements; our continued ability to identify suitable acquisition targets, and consummate and integrate any future acquisitions;

legislative or regulatory requirements; risks and uncertainties relating to our leverage; changes in interest rates;

our ability to obtain financing at times, in amounts and at rates considered appropriate by us;

our ability to access the capital markets as and when needed and on terms that we consider favorable to us; and

other factors mentioned in the section entitled "Risk Factors."

While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under "Risk Factors" and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in this annual report, as well as other risks discussed from time to time in our filings with the SEC. The cautionary statements referred to in this section also should be considered in connection with any subsequent written or oral forward-looking statements that may be issued by us or persons acting on our behalf. All forward-looking statements are expressly qualified in their entirety by these cautionary statements. You should evaluate all forward-looking statements made in this annual report in the context of these risks and uncertainties. We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences we anticipate or affect us or our operations in the way we expect. In addition, as a result of these and other factors, our past financial performance should not be relied on as an indication of future performance. The forward-looking statements included in this annual report are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. If we do update one or more forward-looking statements, no inference should be made that we will make additional updates with respect to those or other forward-looking statements.

ELECTRONIC ACCESS TO COMPANY REPORTS
Our investor website can be accessed at www.townsquaremedia.com under the "Equity Investors" tab. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed with or furnished to the SEC pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, are available free of charge on our investor website promptly after we electronically file those materials with, or furnish those materials to, the SEC.  We also use the "Equity Investors" section of our website as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD.  Investors are urged to monitor our investor website for announcements of material information relating to us.  No information contained on any of our websites is intended to be included as part of, or incorporated by reference into, this Annual Report on Form 10-K.



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PART I

ITEM 1. BUSINESS
Description of Business
    
Townsquare Media, Inc. is a media, entertainment and digital marketing solutions company principally focused on small and mid-sized markets across the United States As of December 31, 2015, our assets included 309 radio stations and more than 325 local websites in 66 U.S. markets, approximately 650 live events with nearly 18 million annual attendees in the U.S. and Canada, a digital marketing solutions company serving approximately 8,000 small to medium sized businesses, and one of the largest digital advertising networks focused on music and entertainment reaching more than 60 million unique visitors each month. Our brands include local media assets such as WYRK, KLAQ, K2 and NJ101.5; music festivals such as Mountain Jam, WE Fest and the Taste of Country Music Festival;  touring lifestyle and entertainment events such as the America on Tap craft beer festival series, the Insane Inflatable 5K obstacle race series, and North American Midway Entertainment, North America’s largest mobile amusement company; and tastemaker music and entertainment owned and affiliated websites such as XXL.com, TasteofCountry.com, Loudwire.com, JustJared.com and BrooklynVegan.com.
 
Local Advertising

Our Local Advertising segment is composed of 309 owned and operated radio stations and over 325 owned and operated local websites in 66 small and mid-sized markets. Our radio stations capture the number one market share of radio revenue in 44 out of our 66 markets, with 21 capturing the number two market share. Almost all of our radio stations have local companion websites that utilize the station brands and are populated with proprietary, original content created and curated by our local media personalities. Nearly all of our radio stations are available to be streamed online via their local companion websites, as well as our proprietary mobile application, radioPup.

We believe that we are the largest and best-capitalized owner and operator of radio stations that focuses solely on serving audiences and advertisers in small and mid-sized markets. These markets have historically exhibited lower volatility in radio advertising spending, unemployment rates and real estate values as compared to U.S. national averages. These markets also typically have fewer media competitors than large markets. Our Local Advertising operations are organized around a regional strategy with cluster concentrations in and around the Northeast, Upper Midwest, Texas and the Mountain West.

Our radio stations and local websites are broadly diversified in terms of brand, music format and target demographics. Many of our brands enjoy a long, often multi-decade, heritage in our markets, increasing their relevance and resonance with our audience. The strength of our brands, combined with the size and targeted nature of our audience, enables us to compete for advertising expenditures against television and print media as well as other radio operators and digital media companies. Our local websites leverage our radio brands, extensive and integrated on-air promotion and the relevant, often local, content to drive audience engagement. We also use our brands’ social media channels to drive traffic to our local websites where we are able to monetize the resulting audience engagement. All of our local websites are search engine and mobile optimized.

Live Events

Our Live Events segment is composed of a diverse range of live events, which we create, promote and produce, including music concerts, multi-day music festivals, consumer expositions and trade shows, athletic events, lifestyle events, as well as mobile amusement parks at fairs and other forms of entertainment. Our live events are local, family oriented and community-based in nature and offer unique, out-of-home experiences for our audience as well as sponsorship, exhibit space and activation opportunities for our advertisers. We also offer event production services to third parties and own a proprietary ticketing platform.

Over the twelve months ended December 31, 2015, and pro forma for the Transactions, we produced approximately 650 live events that attracted approximately 18 million attendees in the U.S. and Canada. Approximately

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90% of these events are annually recurring branded franchises such as El Paso's Balloonfest, Utica's FrogFest, the Insane Inflatable 5K, and the state and local fairs at which we operate the amusement attractions, including rides, games and concessions such as the Eastern States Exposition and the Calgary Stampede and multi-day music festivals, such as WE Fest and Mountain Jam. We replicate live events that demonstrate a track record of success in additional markets, many of which are within our Local Advertising footprint, where we are able to utilize existing assets and employees, a templated syndication process we refer to as "Events in a Box".

We often customize live events that we operate in our Local Advertising markets to offer entertainment that complements the formats of our radio stations and local websites, reinforcing our brand integration while allowing us to further monetize our existing audience and advertiser relationships. Our live events in our Local Advertising markets are typically executed by our in-market teams, while leveraging centralized underwriting, talent booking and general and administration infrastructure.

Other Media and Entertainment

Our Other Media and Entertainment business is primarily composed of our digital marketing solutions offering, national digital assets and e-commerce offering and also includes miscellaneous revenue. These assets extend our audience and advertiser reach into and beyond our Local Advertising markets.

Digital Marketing Solutions

We offer digital marketing solutions, on a subscription basis, to small and mid-sized local and regional businesses ("SMBs") in small and mid-sized markets across the United States, including markets in which we operate our Local Advertising segment. Our digital marketing solutions, offered under the brand name Townsquare Interactive, include traditional and mobile-enabled website development and hosting services, search engine and online directory optimization services, online reputation management and social media management.

National Digital Assets

We own and operate a portfolio of 16 music and entertainment focused national websites, including Taste of Country, XXL , PopCrush, ScreenCrush, Ultimate Classic Rock, Loudwire, and ComicsAlliance. We employ a dedicated
advertising sales force based in New York with a presence in Los Angeles, Chicago, Detroit and Dallas.

We own and operate the nation’s largest digital advertising network focused on music content. This digital advertising network provides services such as advertising sales representation and advertising trafficking to approximately 150 third-party music and entertainment focused affiliate websites, such as Just JaredHype Machine, Brooklyn Vegan and RapUp. In most cases, the digital properties we represent through our digital advertising network do not employ a sales force to pursue advertising revenue. We are compensated for the services we provide to our affiliate websites through revenue-sharing arrangements.

The scale of our national audience reach complements our Local Advertising assets and allows us to deliver a compelling value proposition to national advertisers, such as Toyota, McDonalds, Mazda and Apple, seeking to reach media and entertainment enthusiasts.

E-Commerce

We offer e-commerce products to consumers and advertisers through Seize the Deal, our proprietary deal and auction platform. Seize the Deal enables small businesses, some of which may not have the resources to utilize our Local Advertising products, to sell certain of their products and services online through our auction platform. Our auction platform supports over 106 local auctions annually, which are often used as a gateway to a broader advertising relationship with Townsquare.




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Competitive Strengths

We believe that we are well-positioned to capitalize on the following competitive strengths to achieve further growth in our future performance:

National Scale and Media Expertise, on a Local Level, in Small and Mid-Sized Markets.

Our scale, national reach and expertise in media and entertainment across our portfolio of Local Advertising assets in small and mid-sized markets provide significant competitive advantages.

Large-Market Products, Technology and Practices Deployed in Small and Mid-Sized Markets. 

Our flexible and customized content management system, digital advertising products and delivery capabilities, mobile applications, digital marketing solutions capabilities, online video content and repeatable live event templates allow us to deliver world-class products supported by advanced technology in small and mid-sized markets. We believe with our scale we can offer superior solutions for advertisers and audiences alike as compared to many of our local competitors.

National Scale with Local Focus. 

We believe we are the largest and best-capitalized owner and operator of radio stations focused solely on small and mid-sized markets in the United States. This national scale allows us to have greater relevance to, and recognition from, our advertising clients while sharing best practices for strategy and operations across our asset portfolio.

Captive Local Audience Drives Superior Opportunity in Small and Mid-Sized Markets.

The competitive and economic environments found in small and mid-sized markets, particularly the markets where we have an established presence, provide significant advantages to us and, we believe, reduce the volatility in our financial results.

Attractive Competitive Landscapes. 

There are fewer and less well-capitalized, local media competitors across our small and mid-sized markets relative to larger markets. In 43 of our 66 local markets, we do not compete against any of the five largest English language national radio competitors, as measured by revenue. We believe this competitive landscape allows our brands to gain a greater share of both audience and advertising expenditures in our markets than what is generally achieved by peers operating in large markets.

Lower Economic Volatility in Small and Mid-Sized Markets. 

Our markets have, on average, exhibited lower volatility in radio advertising spending, unemployment rates and real estate values as compared to national averages, resulting in more stable radio advertising revenue compared to the national average historically.

Strategically Assembled Market Portfolio Characterized by Stable, Locally Significant Institutions. 

We have assembled our radio station assets and most of our live events operations across a collection of small and mid-sized markets, organized in regional clusters, supported by stable, locally significant institutions such as universities, military bases, state capitals, state fairs, regional medical centers and retail hubs. We believe these stabilizing institutions will further reduce the volatility of advertising spending in our markets.


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#1 or #2 Revenue Market Share in Nearly All of Our Markets. 

Our brands, in the aggregate, capture the largest or the second largest radio revenue share in 65 of our 66 markets, and in 44 markets we are ranked number one. This leading market share position is indicative of our audience reach and engagement as well as our relevance to advertisers in our markets.

Strong Relationships with Local and Regional Advertisers. 

In the year ended December 31, 2015, we generated approximately 83% of our revenue across our reportable segments from a broad array of local and regional advertisers in a number of industries, including automotive dealers, banking and mortgage service providers, furniture and home furnishings retailers, food and beverage service providers, healthcare service providers and media and telecommunications service providers. We generate a majority of our Local Advertising revenue by selling directly to local advertisers, as well as to local and regional advertising agencies which affords us the opportunity to better present our products to advertisers, cross sell products and more directly influence their advertising expenditure decisions.

Geographic Diversification with Strength in Northeast, Upper Midwest, Texas and Mountain West. 

Our Local Advertising assets are geographically diversified, which helps to mitigate potential regional economic volatility and inclement weather events. By clustering our markets in certain geographic regions we are able to create compelling audience coverage for regional advertisers and to benefit from scale economies.

Diversified and Integrated Product Offering - Townsquare Everywhere.

Our diversified product offerings substantially differentiate us from our competition. This allows us to provide superior solutions to both our audience and advertisers, underpins our growth strategy and, we believe, helps to mitigate the risks associated with advertising revenue concentration.

Audience Engagement In and Out-of-Home, Across Multiple Platforms. 

We offer our audience the ability to access our branded content on-air, online and on-site across multiple distribution channels. We believe that leveraging technology to make our branded content experiences accessible between devices and locations strengthens our audience engagement.

Targeted Audience Reach, Closer to the Point of Sale, to Local, Regional and National Advertisers. 

A significant portion of our audience engagement occurs when our audience is out-of-home, particularly in the car, in the office or at our live events. Our audience frequently interacts with our content in close proximity to purchase events.

Launch Point for Non-Radio Products. 

Our radio reach and engagement provide a powerful promotional vehicle from which we are able to grow our existing and new websites, online radio streams, mobile applications, digital marketing solutions and live events. We believe that the increased interaction with consumers across these new products and platforms in turn reinforces consumer loyalty and affinity toward our radio brands and enables us to develop and grow complementary products in our markets.

Diversified Revenue Base. 

We generate revenue from a diversified base of products and services, advertisers and markets. In the year ended December 31, 2015, pro forma for the Transactions, approximately 50% of our net revenue was derived from sources other than the sale of terrestrial radio station advertising. We refer to this revenue as non-spot revenue. For the year ended December 31, 2015, no single advertiser represented more than 1% of our revenue, no advertising category

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represented more than 20% of our revenue and we did not generate more than 10% of our revenue in any one market or 15% of our revenue in any one state.

Monetization of Our Audience Relationships.

We believe that our diversified and integrated product and service offerings, which we refer to as Townsquare Everywhere, combined with our leading market position in small and mid-sized markets based on radio revenue share, together may enable us to generate higher total revenue per audience member than radio station owners focused on larger markets.

Influential Local and National Brands.

Strong Brand Recognition with Deep Local Heritage. 

We believe our brands are well positioned, both to defend their competitive position in the radio medium and to expand their competitive position online, on mobile devices and in live events, which will allow for greater audience reach and deeper, more frequent interaction with our audience.

Original Live Events and Nationally Oriented Digital Brands Delivering Significant Audience Growth. 

In addition to our heritage brands, we have established several new brands that have experienced significant audience growth since their inception.

Focus On Providing Original Entertainment, Music and Lifestyle Media Experiences to Our Audience.

We believe that our focus on providing original entertainment, music and lifestyle media experiences to our audience is the key driver of our powerful audience reach and engagement metrics.

Market Leadership in High-Quality, Live and Locally-Focused Content. 

In our markets, we are among the largest providers of locally-focused content available to consumers, including in-car commuters. The quality and availability of our locally-focused content allows our brands to distinguish themselves from other local advertising offerings, attract larger audiences and build a loyal audience base. Several of our competitors, particularly in print media, are reducing the amount of original local content they are producing or creating pay-walls that restrict access to their digital content. We believe these trends will continue to advantage our offerings versus other media offerings.

Expertise in Music and Entertainment. 

We believe that our expertise in the creation of music and entertainment content represents the foundation of our audience value proposition and is, in part, responsible for many of the strong metrics evidencing our broad and deep audience engagement, our ability to attract employees who excel at content production and our success with advertisers seeking to reach the valuable consumers attracted by our premium content.

Attractive Radio Industry Fundamentals.

The local media industry is an important medium for advertisers to reach targeted local consumers and for consumers to engage with relevant local content and events. Radio is a significant component of total local advertising spend as it remains a highly relevant and important medium for consumers.

Stable and Engaged Audience Base. 
    
Despite the increased number of alternative mediums, terrestrial radio has experienced negligible audience fragmentation over the past 40 years and remains a significant source of daily media exposure. According to the Radio

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Advertising Bureau, in the third quarter of 2015 terrestrial radio broadcasts reached approximately 93% of American adults age 18+ each week, approximately unchanged since 1970.

Cost-Effective Value Proposition to Advertisers. 

Given the stability of its audience, its broad reach and its relatively low cost as compared to competing advertising mediums such as television, we believe radio continues to offer an attractive value proposition to advertisers. 

Trusted and Socially-Influential Local Media Personalities. 

Research suggests that radio personalities are trusted by their audience and are socially influential. Six out of ten listeners in a joint Clear Channel/University of Southern California study, released in April 2014, say radio on-air personalities are "like a friend," whose opinions they trust. Additionally, more than half of the study participants agreed that they trust brands, products and services recommended by their favorite on-air personality.

Free Delivery of Local Content to End-Users. 

Terrestrial radio’s free content distribution model provides an effective competitive advantage against other mediums, particularly those that deploy a subscription-based business model or rely on costs associated with internet connectivity or bandwidth use. In most of our markets, radio represents the only local content available to consumers free of charge.

Key Provider of Safety Information and Charitable Support in the Communities We Serve.

Our radio stations and local websites, together with our employees, play a vital role in the communities we serve by providing emergency information in times of crisis and by supporting a wide variety of charitable endeavors. During weather and other emergencies, our audience and government officials rely on our radio stations to disseminate critical, occasionally life-saving, information. Our radio stations and local websites also routinely support charity and community events through on-air and digital promotions to bolster fundraising activities and emergency relief efforts. These efforts further strengthen our position with both our audience and our advertisers.

Reliable and Substantial Cash Flow Generation.

Our business enjoys strong cash flow generation owing to the relatively limited capital needs of our operation. During the year ended December 31, 2015, we recorded $14.7 million of capital expenditures which represented 3.3% of net revenue during the same period. In addition, we benefit from certain tax attributes to generate tax deductions which have historically limited the amount of cash taxes we pay.

Strong, Experienced and Incentivized Management Team and Committed, Well-Capitalized Sponsors.

We have an experienced senior management team with a proven, multi-disciplinary track record of delivering results for stakeholders. Further, certain funds managed by Oaktree Capital Management, L.P. ("Oaktree") own a majority of our equity. Oaktree is a leading global investment management firm focused on alternative markets and provides strong sponsorship, strategic support and financial resources for our continued growth.

Operating Strategy

The principal features of our operating strategy are:

Diversify Revenue Mix by Continuing to Grow Digital and Live Events Revenue Streams.

The natural synergies between our products allow us to leverage our operating structure and better monetize existing audience and advertiser relationships. Based on our recent success, we intend to continue to increase our digital

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audience, roll out new digital products and increase the contribution from our live events we operate, both organically and through acquisitions.

Solidify Our Position in Our Markets.

Our market positioning is supported by the demonstrable and consistent positive results our products produce for advertisers. The price point for radio advertising on a cost per thousand basis is lower than most other local media which deliver similar scale. This makes radio more affordable and accessible for the type of small and mid-sized businesses typically found in our markets.

Continue to Develop New Products That Foster Interaction with Our Audience Across Multiple Mediums and Increase Monetization Opportunities.

Our audience reach, combined with our direct relationship with local advertisers in our markets, positions us to launch and monetize new products and services, further diversifying and growing our revenue. In recent years, we have introduced a mobile station streaming application (radioPup), an e-commerce product (Seize the Deal) and a digital presence and marketing solutions platform (Townsquare Interactive). In addition to delivering non-spot revenue growth, these products and services frequently appeal to advertisers in our markets who may not access our radio products, thereby increasing our overall customer base and advertising market share.

Continue to Build Our Premium Portfolio of Brands.

Our branding strategy is fundamental to growing our audience and revenue. Across our markets, we have a large portfolio of distinct local brands that resonate with and appeal to our audiences. Many of our brands have several decades of heritage in our markets. Consumers associate our brands with high quality, locally-relevant content and entertainment. We intend to continue to invest in marketing and promotions in support of our brands and to actively participate in community events to increase our local market presence.

Focus on Differentiated Live and Local Content.

We generally provide a larger proportion of live and local content relative to other local media offerings in our markets. We believe such live and local content is more engaging to our audience and significantly differentiates our offerings in an increasingly crowded media landscape, mitigating the threat of audience attrition. Many audio media offerings that we compete with, including Pandora, Spotify and SiriusXM, do not offer local content in our markets. We intend to continue providing audiences with this differentiated content and enjoy the advantages it provides us with our audience and our advertisers.

Deepen Relationships with Advertisers to Increase Share of Advertising Spend.

We are committed to growing our sales force, training our sales personnel and investing in programs that allow us to deepen relationships with our advertisers, including developing new products that will allow our content, and our advertisers, to reach a broader audience more frequently and in more locations. Over time, we believe we can capture a greater share of the advertising expenditure in our markets across all mediums.

Capitalize on Strong Positions and Brands in News/Talk/Sports, Country and Rock Formats.

We own 72, 68 and 53 radio stations, representing approximately 23%, 22% and 17% of our radio stations, respectively, which are formatted with News/Talk/Sports, Country and Rock content, respectively. The majority of our radio stations airing these formats capture the largest audience among radio stations airing similar content in their respective markets, as ranked by Nielsen or other ratings services. We create audio programming, online content and live events which leverage our strength in these formats, together with the strength of our brands. We intend to continue to use our expertise and knowledge in these formats to share best practices and optimize content across our portfolio, in order to maximize audience aggregation within these formats.


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Leverage Scalable Structure and Continue to Improve Operating Efficiencies Across Our Company.

Our various media products share common, largely fixed-cost operating infrastructure, resulting in significant scale economies. We also negotiate vendor contracts with key suppliers on a centralized basis, which reduces costs. As a result, as we grow our revenue, a significant majority of each incremental dollar of revenue is converted into incremental earnings.

Acquisition Strategy

The principal features of our acquisition strategy are:

Prudently Pursue Attractively-Valued Acquisition Opportunities.

We have a successful track record of integrating acquisitions. We intend to continue to pursue attractively-priced acquisitions of radio stations, digital properties and live events. We target assets that have strong brands, enjoy leading market share positions, generate strong cash flow and generally possess traits consistent with our existing assets. In addition, acquiring assets allows us to further achieve certain economies of scale, share best practices across a broader platform and diversify our revenue base across our properties and geographies.

Add to Our Portfolio of Attractive Radio Station Clusters.

Since our current senior management team founded the Company in 2010, we have expanded our radio station portfolio from 60 to 309 by completing 11 radio transactions. Radio station ownership in the United States remains significantly fragmented with over 3,000 owners operating over 10,000 commercial radio stations. While FCC ownership limitations restrict, in some cases, our ability to acquire incremental radio stations in certain of our markets, there remain a large number of markets with characteristics that are consistent with Townsquare’s acquisition criteria, in which we have no presence today. Given our acquisition track record, we are viewed by many sellers of radio stations to be a potential buyer of their stations, which has provided us with the opportunity to review the majority of properties sold in recent years. We expect to remain active and disciplined from a valuation perspective in the radio station marketplace.

Augment the Growth of Our Digital and Live Events Product Offerings Through Acquisitions.

In addition to our radio acquisition activity, since 2010 we have executed more than thirty acquisitions of assets in the digital and live events sectors, including certain assets of AOL Music, multi-day music festivals WE Fest, Mountain Jam and Country Jam, various trade shows and other live events properties. We also acquired NAME, North America's largest mobile amusement company, in September, 2015, which further extends our multi-product, cross-platform offering and provides additional geographic and revenue diversification. In these acquisitions, we were able to leverage our existing platform in combination with the acquired assets to drive operating efficiencies and financial performance. In many cases, we are able to template acquired live event properties and syndicate them into additional markets across our footprint. We expect to remain active in the digital and live events acquisition marketplace.

Evaluate New Product Opportunities.

We have evaluated a number of acquisition opportunities in other sectors that we view as adjacent and complementary to our existing asset portfolio. We expect to continue to consider such opportunities and potentially transact in the event that we find assets that provide a natural extension to our core competencies, further diversify our revenue and demonstrate a risk-reward profile that meets our stringent requirements.

Sources of Revenue

We generate revenue by selling multiple products and services across a range of media platforms. We approach our media products holistically, maximizing our revenue potential by pursuing integrated cross-platform sales and solutions for our advertising clients. Specifically, we offer advertisers cross-platform packages that incorporate our

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audience reach across radio, websites, social media, online video, mobile, digital marketing solutions, e-commerce and live events.

Our revenue is generated primarily through the integrated sale of the following solutions:

Local Advertising

Spot radio advertisements sold to local, regional and national advertisers.

Sponsorships, live reads and endorsements sold to local, regional and national advertisers.

Remote broadcasts of our radio stations at advertisers’ places of business sold to local and regional advertisers.

Barter-based auctions sold to local and regional advertisers.

Display, sponsorship and video advertising, including custom developed digital advertisement products, on our affiliated, owned and operated local websites to local, regional and national advertisers. Display and sponsorship advertising on our mobile application, radioPup, sold to local, regional and national advertisers.

Advertising and sponsorships in our radio stations’ online radio streams accessible on computing devices as well as on mobile devices through our mobile application, radioPup, sold to local, regional and national advertisers.

Sponsored video content, including branded content series, often featuring musicians or other celebrities, and distributed across our portfolio of digital properties and social media channels, sold to local, regional and national advertisers.

Live Events

Tickets, merchandise, rides, food and other concessions and other ancillary products and services sold to our audience.

Sponsorships, exhibit space and activations sold to our local, regional and national advertisers.

Sponsored events, generally featuring musicians, sponsored by and custom produced on behalf of our advertisers, sold to advertisers.

Other Media and Entertainment

Traditional and mobile-enabled website development and hosting services, search engine and online directory optimization services, online reputation management and social media management sold to local and regional small and mid-sized businesses.

E-Commerce offerings, including daily deals, ongoing deals and auctions sold to local and regional advertisers.

Display, sponsorship and video advertising, including custom developed digital advertisement products, on our owned and operated national websites as well as our affiliate websites sold to local, regional and national advertisers.

Sponsored video content, including branded content series, often featuring musicians or other celebrities, and distributed across our portfolio of digital properties and social media channels, sold to local, regional and national advertisers.

    

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We are positioned to generate growth in revenue by increasing audience interaction with our radio stations, local and national websites, online radio streams, mobile applications and live events, which lead to an enhanced share of advertising expenditures, as well as an increased share of consumer spending.

Our Industry

The local media industry is an important medium for advertisers to reach targeted local consumers and for consumers to engage with relevant local content and events. According to SNL Kagan, in 2015 local advertising spending across all U.S. major media categories totaled $75.0 billion. Since 2010, U.S. local advertising has increased at a 1.2% compound annual growth rate and is projected to grow at a 4.0% compound annual growth rate through 2020. In 2015, local advertising spending on radio and digital, among our target categories, totaled $34.2 billion while consumer spending on live event tickets and advertiser spending on live event sponsorships, event marketing, and activation opportunities were additional substantial and growing markets. Since 2010, U.S. local advertising spending on radio and digital has increased at a 9.3% compound annual growth rate and is projected to grow at a 7.8% compound annual growth rate through 2020.

Radio. The primary source of revenue for radio broadcasting companies is the sale of advertising time to local, regional and national spot advertisers, and national network advertisers. According to SNL Kagan, over the past 10 years radio advertising has generally represented approximately 6.3% to 7.9% of the overall U.S. advertising market, and has typically followed macroeconomic growth trends. In 2015, radio advertising revenue reached $14.3 billion of which $10.6 billion was local radio advertising. The radio industry has a stable and engaged audience base and continues to be one of the core methods for advertisers to reach their targeted audience. According to the Radio Advertising Bureau, in the third quarter of 2015, terrestrial radio broadcasts reached approximately 93% of American adults age 18+ each week, a level that has remained substantially unchanged since 1970.

Digital. The primary source of revenue for national and local websites, accessed either from a PC, tablet or mobile device, is the sale of search ads, display ads and video advertising directly to advertisers and indirectly through advertising networks and exchanges. According to SNL Kagan, in 2015 digital advertising revenue reached $57.3 billion of which $23.6 billion was local. Since 2010, local digital advertising has represented one of the fastest growing local media advertising categories with a compounded annual growth rate of 17.3%, outpacing national advertising which grew at 16.5%.  Local digital advertising is projected to grow at a compounded annual growth rate of 10.7% through 2020 and continue to gain market share on national advertising which is projected to grow at 4.6%.

Live Events. The primary source of revenue for live events is the sale of tickets to attendees and sponsorships, event marketing, and activation opportunities for local, regional and national advertisers. According to IBIS World, total revenue from the U.S. live event industry, which includes the creation, management and promotion of live performances and events, ranging from concerts and theater performances to state fairs and air shows, grew to $25.1 billion in 2015, up from $20.0 billion in 2010, which represents a 4.7% compounded annual growth rate. Live event industry revenue is projected to grow at a compounded annual growth rate of 5.0% through 2020. For 2015, Pollstar estimates the total size of the North American live concert industry at $6.9 billion, up from $4.3 billion in 2010, which represents a compound annual growth rate of 12.9%. Concert tour attendance increased in 2015, as measured by the top 100 grossing North American concert ticket sales, which increased by 10.2% to over 42 million, representing a record high.

Competition

The local media industry is very competitive. The success of each of our radio stations, digital properties and live events depends largely upon each product’s ability to attract audience, pricing, the number of local media competitors and the overall demand for advertising within individual markets. We mitigate these competitive pressures by focusing on small to mid-sized markets, where there are fewer and less well-capitalized local media competitors across all mediums, including radio stations, broadcast television stations, pay television networks, locally-focused websites, live events, outdoor advertising, newspapers, magazines and directories. The lack of competition often allows our brands to garner a greater share of both the local audience and advertising expenditures in our markets.


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Radio

Our radio stations compete for audiences and advertising revenue directly with other radio stations within their respective markets as well as with other alternative mediums including satellite radio, television, print and digital media. Additionally, new online music services have begun to sell advertising locally, creating additional competition for both audience and advertisers. By building strong brands with a targeted audience consisting of specific demographic groups in each of our markets, we are able to attract advertisers seeking to reach those particular audiences.

Factors that affect a radio station’s competitive position include its brand identity and audience loyalty, management experience, the radio station’s local audience rank in its market (which is highly affected by the competitive radio landscape in a market and format changes that occur from time to time), transmitter power and location, assigned frequency, audience characteristics, local program acceptance and the number and characteristics of other radio stations and other advertising media in the market area. We attempt to improve our competitive position in each market by constantly researching and improving the content of our radio stations and websites, implementing advertising campaigns aimed at the demographic groups for which our radio stations target content and managing our sales efforts to attract a larger share of advertising dollars for each radio station individually.

Local Digital Content

Our websites compete for audiences and advertisers directly with other local radio station websites, television station websites, newspaper websites, online directories, local sections of national digital properties, blogs and other types of locally focused websites, as well as all national and international websites. We attempt to improve our competitive position, maximize our audience and grow our revenue by focusing on high quality, differentiated local content and by providing innovative and effective advertising integration for our customers.

Live Events

Our live events compete for audiences and sponsorships with both national competitors, such as Live Nation and AEG, and a variety of local or regional competitors, promoters and event marketing companies. Additionally, we compete with venue operators, including arenas, theaters and casinos, which bring in live entertainment directly.

Digital Marketing Solutions

The market for local online advertising solutions is competitive and dynamic. Some of our competitors enjoy substantial competitive advantages, such as greater name recognition, longer operating histories and larger marketing budgets, as well as substantially greater financial, technical and other resources. Our competitors include large internet marketing providers, offline media companies such as yellow page publishers, newspaper and television companies as well as other local SMB marketing providers.

National Digital Content

Our national digital assets compete for audience and advertisers with a diverse and large pool of advertising, media and internet companies. We expect that this competition will persist in the future as a result of the continuing maturation of the industry and a lack of significant barriers to entry. Our success will depend upon a number of factors, including the quality of content on our owned and operated as well as our affiliated websites, the ability to manage search engine optimization efforts to direct traffic to these websites, our customer service and support efforts, our sales and marketing efforts and the ability to remain price competitive.


Employees

As of December 31, 2015, we employed approximately 2,900 full and part-time employees. Additionally, we hire approximately 900 seasonal workers between March and November of each year. None of our employees are covered by collective bargaining agreements and we consider our relations with our employees to be satisfactory.

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We employ individuals in a large variety of roles. On occasion, in order to protect our interests we enter into employment agreements with certain of our employees, including members of senior management, product leaders, Local Advertising market general managers and selected sales personnel and local media personalities. We do not believe that the loss of any one these individuals, excluding certain key members of our senior management, would have a material adverse effect on our financial condition or results of operations, taken as a whole. Our risks related to losing key members of our senior management are more fully described in the section titled "Risk Factors."

Financial Information About Geographic Areas

See Part II-Item 8. Financial Statements and Supplementary Data, Note 11, "Segment Reporting" for discussion of net revenue, operating income and long-lived assets attributable to Canada and to our country of domicile, the United States.


Federal Regulation of Radio Broadcasting

General

The ownership, operation and sale of radio stations, including those licensed to us, are subject to the jurisdiction of the FCC, which acts under authority of the Communications Act. The Telecommunications Act of 1996 amended the Communications Act and directed the FCC to change certain of its broadcast rules. Among its other regulatory responsibilities, the FCC issues permits and licenses to construct and operate radio stations; assigns broadcast frequencies; determines whether to approve changes in ownership or control of radio station licenses; regulates transmission equipment, operating power and other technical parameters of radio stations; adopts and implements regulations and policies that directly or indirectly affect the ownership, operation and employment practices of radio stations; regulates the content of some forms of radio broadcast content; and has the authority under the Communications Act to impose penalties for violations of its rules.

The following is a brief summary of certain provisions of the Communications Act and relevant FCC rules and published policies (collectively, the "Communications Laws"). This description does not purport to be comprehensive and reference should be made to the Communications Laws, public notices, and decisions issued by the FCC for further information concerning the nature and extent of federal regulation of radio stations. Failure to observe the provisions of the Communications Laws can result in the imposition of various sanctions, including monetary forfeitures and the grant of a "short-term" (less than the maximum term) license renewal. For particularly egregious violations, the FCC may deny a radio station’s license renewal application, revoke a radio station’s license, or deny applications in which an applicant seeks to acquire additional broadcast properties.

License Grant and Renewal

Radio broadcast licenses are generally granted and renewed for terms of eight years. Licenses are renewed by filing an application with the FCC. Petitions to deny license renewal applications may be filed by interested parties, including members of the public. While we are not currently aware of any facts that would prevent the renewal of our
licenses to operate our radio stations, there can be no assurance that any of our licenses will be renewed for a full term without adverse consequences.
 
Service Areas

Each class of FM station has the right to broadcast with a certain amount of power from an antenna located at a certain height. The most powerful FM radio stations are Class C FM radio stations, which may operate with the equivalent of up to 100 kilowatts of effective radiated power ("ERP") at an antenna height of up to 1,968 feet above average terrain. These radio stations typically provide service to large areas that cover one or more counties. There are also Class C0, C1, C2 and C3 FM radio stations which may operate with progressively less power and/or antenna

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height. Class B FM stations operate with the equivalent of up to 50 kilowatts ERP at an antenna height of up to 492 feet above average terrain. Class B radio stations typically serve large metropolitan areas and their outer suburban areas. There are also Class B1 radio stations that can operate with up to 25 kilowatts ERP at an antenna height of up to 328 feet above average terrain. Class A FM radio stations may operate with the equivalent of 6 kilowatts ERP at an antenna height of up to 328 feet above average terrain, and generally serve smaller cities and towns or suburbs of larger cities.

The area served by an AM radio station is determined by a combination of frequency, transmitter power, antenna orientation and soil conductivity. To determine the effective service area of an AM radio station, the radio station’s power, operating frequency, antenna patterns and its day/night operating modes are required. The area served by an FM radio station is determined by a combination of transmitter power and antenna height, with radio stations divided into eight classes according to these technical parameters, as set forth above.

The following tables set forth, as of February 18, 2016, the market, call letters, cities of license, frequencies and FCC license expiration dates and our station clusters’ revenue rankings as reported by Nielsen of all our owned radio stations and all stations operated under Time Brokerage Agreements ("TBAs") or Local Marketing Agreements ("LMAs").

Owned/Operated Stations
Market (Nielsen Ranking)
 
Station
 
City of License
 
Frequency
 
License Expiration Date
Abilene, TX (#235)
 
KEAN-FM
 
Abilene, TX
 
105.1
 
August 1, 2021
 
 
KEYJ-FM
 
Abilene, TX
 
107.9
 
August 1, 2021
 
 
KULL(FM)
 
Abilene, TX
 
100.7
 
August 1, 2021
 
 
KSLI(AM)
 
Abilene, TX
 
1280
 
August 1, 2021
 
 
KMWX(FM)
 
Abilene, TX
 
92.5
 
August 1, 2021
 
 
KYYW(AM)
 
Abilene, TX
 
1470
 
August 1, 2021
Albany-Schenectady-Troy, NY (#65)
 
WQSH(FM)
 
Malta, NY
 
105.7
 
June 1, 2022
 
 
W256BU(FX)(3)
 
Albany, NY
 
99.1
 
June 1, 2022
 
 
WGNA-FM
 
Albany, NY
 
107.7
 
June 1, 2022
 
 
WQBJ(FM)
 
Cobleskill, NY
 
103.5
 
June 1, 2022
 
 
WQBK-FM
 
Rensselaer, NY
 
103.9
 
June 1, 2022
 
 
WTMM-FM
 
Mechanicville, NY
 
104.5
 
June 1, 2022
Amarillo, TX (#169)
 
KATP(FM)
 
Amarillo, TX
 
101.9
 
August 1, 2021
 
 
KIXZ(AM)
 
Amarillo, TX
 
940
 
August 1, 2021
 
 
KXSS-FM
 
Amarillo, TX
 
96.9
 
August 1, 2021
 
 
KMXJ-FM
 
Amarillo, TX
 
94.1
 
August 1, 2021
 
 
KPRF(FM)
 
Amarillo, TX
 
98.7
 
August 1, 2021
Atlantic City-Cape May, NJ (#151)
 
WENJ(FM)
 
Millville, NJ
 
97.3
 
June 1, 2022
 
 
WPGG(AM)
 
Atlantic City, NJ
 
1450
 
June 1, 2022
 
 
WFPG(FM)
 
Atlantic City, NJ
 
96.9
 
June 1, 2022
 
 
WPUR(FM)
 
Atlantic City, NJ
 
107.3
 
June 1, 2022
 
 
WSJO(FM)
 
Egg Harbor City, NJ
 
104.9
 
June 1, 2022
Augusta-Waterville, ME (#258)
 
WEBB(FM)
 
Waterville, ME
 
98.5
 
April 1, 2022
 
 
WJZN(AM)
 
Augusta, ME
 
1400
 
April 1, 2022
 
 
WMME-FM
 
Augusta, ME
 
92.3
 
April 1, 2022
 
 
WTVL(AM)
 
Waterville, ME
 
1490
 
April 1, 2022
Bangor, ME (#218)
 
WEZQ(FM)
 
Bangor, ME
 
92.9
 
April 1, 2022
 
 
WWMJ(FM)
 
Ellsworth, ME
 
95.7
 
April 1, 2022

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WQCB(FM)
 
Brewer, ME
 
106.5
 
April 1, 2022
 
 
WBZN(FM)
 
Old Town, ME
 
107.3
 
April 1, 2022
 
 
WDEA(AM)
 
Ellsworth, ME
 
1370
 
April 1, 2022
Battle Creek, MI (#255)
 
WBCK(FM)
 
Battle Creek, MI
 
95.3
 
October 1, 2020
 
 
WBXX(FM)
 
Marshall, MI
 
104.9
 
October 1, 2020
Billings, MT (#240)
 
KMHK(FM)
 
Billings, MT
 
103.7
 
April 1, 2021
 
 
KBUL(AM)
 
Billings, MT
 
970
 
April 1, 2021
 
 
KCTR-FM
 
Billings, MT
 
102.9
 
April 1, 2021
 
 
KKBR(FM)
 
Billings, MT
 
97.1
 
April 1, 2021
 
 
KCHH(FM)
 
Worden, MT
 
95.5
 
April 1, 2021
 
 
K236AB(FX)(3)
 
Billings, MT
 
95.1
 
April 1, 2021
Binghamton, NY (#186)
 
WAAL(FM)
 
Binghamton, NY
 
99.1
 
June 1, 2022
 
 
WHWK(FM)
 
Binghamton, NY
 
98.1
 
June 1, 2022
 
 
WNBF(AM)
 
Binghamton, NY
 
1290
 
June 1, 2022
 
 
WWYL(FM)
 
Chenango Bridge, NY
 
104.1
 
June 1, 2022
 
 
WYOS(AM)
 
Binghamton, NY
 
1360
 
June 1, 2022
Bismarck, ND (#259)
 
KBYZ(FM)
 
Bismarck, ND
 
96.5
 
April 1, 2021
 
 
KACL(FM)
 
Bismarck, ND
 
98.7
 
April 1, 2021
 
 
KKCT(FM)
 
Bismarck, ND
 
97.5
 
April 1, 2021
 
 
KUSB(FM)
 
Hazelton, ND
 
103.3
 
April 1, 2021
 
 
KLXX(AM)
 
Bismarck-Mandan, ND
 
1270
 
April 1, 2021
Boise, ID (#97)
 
KAWO(FM)
 
Boise, ID
 
104.3
 
October 1, 2021
 
 
KCIX(FM)
 
Garden City, ID
 
105.9
 
October 1, 2021
 
 
KFXD(AM)
 
Boise, ID
 
630
 
October 1, 2021
 
 
KIDO(AM)
 
Nampa, ID
 
580
 
October 1, 2021
 
 
KSAS-FM
 
Caldwell, ID
 
103.5
 
October 1, 2021
 
 
KXLT-FM
 
Eagle, ID
 
107.9
 
October 1, 2021
Bozeman, MT (Not Rated ("NR"))
 
KZMY(FM)
 
Bozeman, MT
 
103.5
 
April 1, 2021
 
 
KISN(FM)
 
Belgrade, MT
 
96.7
 
April 1, 2021
 
 
KMMS-FM
 
Bozeman, MT
 
95.1
 
April 1, 2021
 
 
KMMS(AM)
 
Bozeman, MT
 
1450
 
April 1, 2021
 
 
KPRK(AM)
 
Livingston, MT
 
1340
 
April 1, 2021
 
 
KXLB(FM)
 
Livingston, MT
 
100.7
 
April 1, 2021
 
 
K254AL(FX)(3)
 
Livingston, MT
 
98.7
 
April 1, 2021
Buffalo-Niagara Falls, NY (#57)
 
WBLK(FM)
 
Depew, NY
 
93.7
 
June 1, 2022
 
 
WBUF(FM)
 
Buffalo, NY
 
92.9
 
June 1, 2022
 
 
WMSX(FM)
 
Buffalo, NY
 
96.1
 
June 1, 2022
 
 
WYRK(FM)
 
Buffalo, NY
 
106.5
 
June 1, 2022
Casper, WY (NR)
 
KKTL(AM)
 
Casper, WY
 
1400
 
October 1, 2021
 
 
KRNK(FM)
 
Casper, WY
 
96.7
 
October 1, 2021
 
 
KRVK(FM)
 
Vista West, WY
 
107.9
 
October 1, 2021
 
 
KTRS-FM
 
Casper, WY
 
104.7
 
October 1, 2021
 
 
KTWO(AM)
 
Casper, WY
 
1030
 
October 1, 2021
 
 
KWYY(FM)
 
Midwest, WY
 
95.5
 
October 1, 2021
Cedar Rapids, IA (#205)
 
KDAT(FM)
 
Cedar Rapids, IA
 
104.5
 
February 1, 2021
 
 
KHAK(FM)
 
Cedar Rapids, IA
 
98.1
 
February 1, 2021
 
 
KRNA(FM)
 
Iowa City, IA
 
94.1
 
February 1, 2021
 
 
KRQN(FM)​(1)(3)
 
Vinton, IA
 
107.1
 
February 1, 2021
Cheyenne, WY (#270)
 
KIGN(FM)
 
Burns, WY
 
101.9
 
October 1, 2021

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KGAB(AM)
 
Orchard Valley, WY
 
650
 
October 1, 2021
 
 
KLEN(FM)
 
Cheyenne, WY
 
106.3
 
October 1, 2021
Danbury, CT (#197)
 
WINE(AM)
 
Brookfield, CT
 
940
 
April 1, 2022
 
 
WRKI(FM)
 
Brookfield, CT
 
95.1
 
April 1, 2022
 
 
WDBY(FM)
 
Patterson, NY
 
105.5
 
June 1, 2022
 
 
WDBY-FM1(3)
 
Brookfield, CT
 
105.5
 
June 1, 2022
Dubuque, IA (NR)
 
KLYV(FM)
 
Dubuque, IA
 
105.3
 
February 1, 2021
 
 
KXGE(FM)
 
Dubuque, IA
 
102.3
 
February 1, 2021
 
 
WDBQ(AM)
 
Dubuque, IA
 
1490
 
February 1, 2021
 
 
WDBQ-FM
 
Galena, IL
 
107.5
 
December 1, 2020
 
 
WJOD(FM)
 
Asbury, IA
 
103.3
 
February 1, 2021
Duluth-Superior, MN, WI (#210)
 
KKCB(FM)
 
Duluth, MN
 
105.1
 
April 1, 2021
 
 
KLDJ(FM)
 
Duluth, MN
 
101.7
 
April 1, 2021
 
 
WEBC(AM)
 
Duluth, MN
 
560
 
April 1, 2021
 
 
KBMX(FM)
 
Proctor, MN
 
107.7
 
April 1, 2021
 
 
W293CT(FX)(3)
 
Duluth, MN
 
106.5
 
April 1, 2021
El Paso, TX (#75)
 
KLAQ(FM)
 
El Paso, TX
 
95.5
 
August 1, 2021
 
 
KROD(AM)
 
El Paso, TX
 
600
 
August 1, 2021
 
 
KSII(FM)
 
El Paso, TX
 
93.1
 
August 1, 2021
Evansville, IN (#162)
 
WDKS(FM)
 
Newburgh, IN
 
106.1
 
August 1, 2020
 
 
WGBF(AM)
 
Evansville, IN
 
1280
 
August 1, 2020
 
 
WGBF-FM
 
Henderson, KY
 
103.1
 
August 1, 2020
 
 
WJLT(FM)
 
Evansville, IN
 
105.3
 
August 1, 2020
 
 
WKDQ(FM)
 
Henderson, KY
 
99.5
 
August 1, 2020
Faribault/Owatonna, MN (NR)
 
KDHL(AM)
 
Faribault, MN
 
920
 
April 1, 2021
 
 
KQCL(FM)
 
Faribault, MN
 
95.9
 
April 1, 2021
 
 
KRFO(AM)
 
Owatonna, MN
 
1390
 
April 1, 2021
 
 
KRFO-FM
 
Owatonna, MN
 
104.9
 
April 1, 2021
Flint, MI (#136)
 
WCRZ(FM)
 
Flint, MI
 
107.9
 
October 1, 2020
 
 
WFNT(AM)
 
Flint, MI
 
1470
 
October 1, 2020
 
 
WLCO(AM)
 
Lapeer, MI
 
1530
 
October 1, 2020
 
 
WQUS(FM)
 
Lapeer, MI
 
103.1
 
October 1, 2020
 
 
WRCL(FM)
 
Frankenmuth, MI
 
93.7
 
October 1, 2020
 
 
WWBN(FM)
 
Tuscola, MI
 
101.5
 
October 1, 2020
Ft. Collins-Greeley, CO (#112)
 
KKPL(FM)
 
Cheyenne, WY
 
99.9
 
October 1, 2021
 
 
KMAX-FM
 
Wellington, CO
 
94.3
 
April 1, 2021
 
 
KTRR(FM)
 
Loveland, CO
 
102.5
 
April 1, 2021
 
 
KUAD-FM
 
Windsor, CO
 
99.1
 
April 1, 2021
Grand Junction, CO (#245)
 
KEKB(FM)
 
Fruita, CO
 
99.9
 
April 1, 2021
 
 
KBKL(FM)
 
Grand Junction, CO
 
107.9
 
April 1, 2021
 
 
KMXY(FM)
 
Grand Junction, CO
 
104.3
 
April 1, 2021
 
 
KKNN(FM)
 
Delta, CO
 
95.1
 
April 1, 2021
 
 
KEXO(AM)
 
Grand Junction, CO
 
1230
 
April 1, 2021
Grand Rapids, MI (#68)
 
WFGR(FM)
 
Grand Rapids, MI
 
98.7
 
October 1, 2020
 
 
WGRD-FM
 
Grand Rapids, MI
 
97.9
 
October 1, 2020
 
 
WLHT-FM
 
Grand Rapids, MI
 
95.7
 
October 1, 2020
 
 
WNWZ(AM)
 
Grand Rapids, MI
 
1410
 
October 1, 2020
 
 
WTRV(FM)
 
Walker, MI
 
100.5
 
October 1, 2020
Kalamazoo, MI (#184)
 
WKFR-FM
 
Battle Creek, MI
 
103.3
 
October 1, 2020

15



 
 
WKMI(AM)
 
Kalamazoo, MI
 
1360
 
October 1, 2020
 
 
WRKR(FM)
 
Portage, MI
 
107.7
 
October 1, 2020
 
 
W273AR(FX)(3)
 
Paw Paw, MI
 
102.5
 
October 1, 2020
Killeen-Temple, TX (#140)
 
KSSM(FM)
 
Copperas Cove, TX
 
103.1
 
August 1, 2021
 
 
KUSJ(FM)
 
Harker Heights, TX
 
105.5
 
August 1, 2021
 
 
KLTD(FM)
 
Temple, TX
 
101.7
 
August 1, 2021
 
 
KTEM(AM)
 
Temple, TX
 
1400
 
August 1, 2021
 
 
KOOC(FM)
 
Belton, TX
 
106.3
 
August 1, 2021
Lafayette, LA (#107)
 
KPEL-FM
 
Breaux Bridge, LA
 
96.5
 
June 1, 2020
 
 
KHXT(FM)
 
Erath, LA
 
107.9
 
June 1, 2020
 
 
KMDL(FM)
 
Kaplan, LA
 
97.3
 
June 1, 2020
 
 
KPEL(AM)
 
Lafayette, LA
 
1420
 
June 1, 2020
 
 
KROF(AM)
 
Abbeville, LA
 
960
 
June 1, 2020
 
 
KTDY(FM)
 
Lafayette, LA
 
99.9
 
June 1, 2020
Lake Charles, LA (#219)
 
KHLA(FM)
 
Jennings, LA
 
92.9
 
June 1, 2020
 
 
KLCL(AM)
 
Lake Charles, LA
 
1470
 
June 1, 2020
 
 
KJMH(FM)
 
Lake Arthur, LA
 
107.5
 
June 1, 2020
 
 
KNGT(FM)
 
Lake Charles, LA
 
99.5
 
June 1, 2020
 
 
KJEF(AM)
 
Jennings, LA
 
1290
 
June 1, 2020
 
 
KTSR(FM)
 
De Quincy, LA
 
92.1
 
June 1, 2020
Lansing-East Lansing, MI (#127)
 
WFMK(FM)
 
East Lansing, MI
 
99.1
 
October 1, 2020
 
 
WMMQ(FM)
 
East Lansing, MI
 
94.9
 
October 1, 2020
 
 
WVFN(AM)
 
East Lansing, MI
 
730
 
October 1, 2020
 
 
WITL-FM
 
Lansing, MI
 
100.7
 
October 1, 2020
 
 
WJIM(AM)
 
Lansing, MI
 
1240
 
October 1, 2020
 
 
WJIM-FM
 
Lansing, MI
 
97.5
 
October 1, 2020
Laramie, WY (NR)
 
KCGY(FM)
 
Laramie, WY
 
95.1
 
October 1, 2021
 
 
KOWB(AM)
 
Laramie, WY
 
1290
 
October 1, 2021
Lawton, OK (NR)
 
KLAW(FM)
 
Lawton, OK
 
101.3
 
June 1, 2021
 
 
KVRW(FM)
 
Lawton, OK
 
107.3
 
June 1, 2021
 
 
KZCD(FM)
 
Lawton, OK
 
94.1
 
June 1, 2021
Lubbock, TX (#170)
 
KFMX-FM
 
Lubbock, TX
 
94.5
 
August 1, 2021
 
 
KFYO(AM)
 
Lubbock, TX
 
790
 
August 1, 2021
 
 
KKAM(AM)
 
Lubbock, TX
 
1340
 
August 1, 2021
 
 
KKCL-FM
 
Lorenzo, TX
 
98.1
 
August 1, 2021
 
 
KQBR(FM)
 
Lubbock, TX
 
99.5
 
August 1, 2021
 
 
KZII-FM
 
Lubbock, TX
 
102.5
 
August 1, 2021
Lufkin-Nacogdoches, TX (NR)
 
KVLL-FM
 
Wells, TX
 
94.7
 
August 1, 2021
 
 
KYKS(FM)
 
Lufkin, TX
 
105.1
 
August 1, 2021
 
 
KAFX-FM
 
Diboll, TX
 
95.5
 
August 1, 2021
 
 
KSFA(AM)
 
Nacogdoches, TX
 
860
 
August 1, 2021
 
 
KTBQ(FM)
 
Nacogdoches, TX
 
107.7
 
August 1, 2021
Missoula, MT (NR)
 
KYSS-FM
 
Missoula, MT
 
94.9
 
April 1, 2021
 
 
KGVO(AM)
 
Missoula, MT
 
1290
 
April 1, 2021
 
 
KMPT(AM)
 
East Missoula, MT
 
930
 
April 1, 2021
 
 
KBAZ(FM)
 
Hamilton, MT
 
96.3
 
April 1, 2021
 
 
KLYQ(AM)
 
Hamilton, MT
 
1240
 
April 1, 2021
 
 
KGVO-FM
 
Frenchtown, MT
 
101.5
 
April 1, 2021
 
 
KENR(FM)​
 
Superior, MT
 
107.5
 
April 1, 2021

16



 
 
KENR-FM1(3)
 
Missoula, MT
 
107.5
 
April 1, 2021
 
 
K252BM(FX)(3)
 
Seeley Lake, MT
 
98.3
 
April 1, 2021
Monmouth-Ocean, NJ (#53)
 
WADB(AM)
 
Asbury Park, NJ
 
1310
 
June 1, 2022
 
 
WCHR-FM
 
Manahawkin, NJ
 
105.7
 
June 1, 2022
 
 
WJLK(FM)
 
Asbury Park, NJ
 
94.3
 
June 1, 2022
 
 
WOBM(AM)
 
Lakewood Township, NJ
 
1160
 
June 1, 2022
 
 
WOBM-FM
 
Toms River, NJ
 
92.7
 
June 1, 2022
New Bedford-Fall River, MA (#179)
 
WBSM(AM)
 
New Bedford, MA
 
1420
 
April 1, 2022
 
 
WFHN(FM)
 
Fairhaven, MA
 
107.1
 
April 1, 2022
Odessa-Midland, TX (#167)
 
KBAT(FM)
 
Monahans, TX
 
99.9
 
August 1, 2021
 
 
KODM(FM)
 
Odessa, TX
 
97.9
 
August 1, 2021
 
 
KNFM(FM)
 
Midland, TX
 
92.3
 
August 1, 2021
 
 
KZBT(FM)
 
Midland, TX
 
93.3
 
August 1, 2021
 
 
KMND(AM)
 
Midland, TX
 
1510
 
August 1, 2021
 
 
KGEE(FM)
 
Pecos, TX
 
97.3
 
August 1, 2021
Oneonta, NY (NR)
 
WBKT(FM)
 
Norwich, NY
 
95.3
 
June 1, 2022
 
 
WCHN(AM)
 
Norwich, NY
 
970
 
June 1, 2022
 
 
WDHI(FM)
 
Delhi, NY
 
100.3
 
June 1, 2022
 
 
W232AS(FX)(3)
 
Oneonta, NY
 
94.3
 
June 1, 2022
 
 
WDLA(AM)
 
Walton, NY
 
1270
 
June 1, 2022
 
 
WDLA-FM
 
Walton, NY
 
92.1
 
June 1, 2022
 
 
WDOS(AM)
 
Oneonta, NY
 
730
 
June 1, 2022
 
 
WIYN(FM)
 
Deposit, NY
 
94.7
 
June 1, 2022
 
 
WKXZ(FM)
 
Norwich, NY
 
93.9
 
June 1, 2022
 
 
W232AT(FX)(3)
 
Norwich, NY
 
94.3
 
June 1, 2022
 
 
W257BE(FX)(3)
 
Hamilton, NY
 
99.3
 
June 1, 2022
 
 
WSRK(FM)
 
Oneonta, NY
 
103.9
 
June 1, 2022
 
 
WTBD-FM
 
Delhi, NY
 
97.5
 
June 1, 2022
 
 
WZOZ(FM)
 
Oneonta, NY
 
103.1
 
June 1, 2022
Owensboro, KY (NR)
 
WBKR(FM)
 
Owensboro, KY
 
92.5
 
August 1, 2020
 
 
WOMI(AM)
 
Owensboro, KY
 
1490
 
August 1, 2020
 
 
W256CF(FX)(3)
 
Owensboro, KY
 
99.1
 
 
August 1, 2020
Portland, ME (#92)
 
WBLM(FM)
 
Portland, ME
 
102.9
 
April 1, 2022
 
 
WCYY(FM)
 
Biddeford, ME
 
94.3
 
April 1, 2022
 
 
WHOM(FM)
 
Mount Washington, NH
 
94.9
 
April 1, 2022
 
 
WJBQ(FM)
 
Portland, ME
 
97.9
 
April 1, 2022
Portsmouth-Dover-Rochester, NH
 
WSHK(FM)
 
Kittery, ME
 
105.3
 
April 1, 2022
(#123)
 
WOKQ(FM)
 
Dover, NH
 
97.5
 
April 1, 2022
 
 
WSAK(FM)
 
Hampton, NH
 
102.1
 
April 1, 2022
 
 
WPKQ(FM)
 
North Conway, NH
 
103.7
 
April 1, 2022
 
 
W250AB(FX)(3)
 
Manchester, NH
 
97.9
 
April 1, 2022
Poughkeepsie, NY (#164)
 
WRRB(FM)
 
Arlington, NY
 
96.9
 
June 1, 2022
 
 
WCZX(FM)
 
Hyde Park, NY
 
97.7
 
June 1, 2022
 
 
WPDA(FM)
 
Jeffersonville, NY
 
106.1
 
June 1, 2022
 
 
WKNY(AM)
 
Kingston, NY
 
1490
 
June 1, 2022
 
 
WKXP(FM)
 
Kingston, NY
 
94.3
 
June 1, 2022
 
 
WRRV(FM)
 
Middletown, NY
 
92.7
 
June 1, 2022
 
 
WEOK(AM)
 
Poughkeepsie, NY
 
1390
 
June 1, 2022

17



 
 
WPDH(FM)
 
Poughkeepsie, NY
 
101.5
 
June 1, 2022
 
 
WZAD(FM)
 
Wurtsboro, NY
 
97.3
 
June 1, 2022
 
 
W239AC(FX)(3)
 
Middletown, NY
 
95.7
 
June 1, 2022
Presque Isle, ME (NR)
 
WBPW(FM)
 
Presque Isle, ME
 
96.9
 
April 1, 2022
 
 
WOZI(FM)
 
Presque Isle, ME
 
101.9
 
April 1, 2022
 
 
WQHR(FM)
 
Presque Isle, ME
 
96.1
 
April 1, 2022
Quad Cities, IA-IL (#155)
 
KJOC(FM)
 
Bettendorf, IA
 
93.5
 
February 1, 2021
 
 
KBOB(AM)
 
Davenport, IA
 
1170
 
February 1, 2021
 
 
KQCS(FM)
 
De Witt, IA
 
104.9
 
February 1, 2021
 
 
WXLP(FM)
 
Moline, IL
 
96.9
 
December 1, 2020
 
 
KBEA (FM)
 
Muscatine, IA
 
99.7
 
February 1, 2021
Quincy, IL-Hannibal, MO (NR)
 
KHMO(AM)
 
Hannibal, MO
 
1070
 
February 1, 2021
 
 
KICK-FM
 
Palmyra, MO
 
97.9
 
February 1, 2021
 
 
KRRY(FM)
 
Canton, MO
 
100.9
 
February 1, 2021
 
 
WLIQ(AM)
 
Quincy, IL
 
1530
 
December 1, 2020
Richland-Kennewick-Pasco, WA (#181)
 
KEYW(FM)
 
Pasco, WA
 
98.3
 
February 1, 2022
 
 
KFLD(AM)
 
Pasco, WA
 
870
 
February 1, 2022
 
 
KOLW(FM)
 
Basin City, WA
 
97.5
 
February 1, 2022
 
 
KORD-FM
 
Richland, WA
 
102.7
 
February 1, 2022
 
 
KXRX(FM)
 
Walla Walla, WA
 
97.1
 
February 1, 2022
Rochester, MN (#221)
 
KFIL-FM
 
Chatfield, MN
 
103.1
 
April 1, 2021
 
 
KFIL(AM)
 
Preston, MN
 
1060
 
April 1, 2021
 
 
KDCZ(FM)
 
Eyota, MN
 
103.9
 
April 1, 2021
 
 
KOLM(AM)
 
Rochester, MN
 
1520
 
April 1, 2021
 
 
KROC(AM)
 
Rochester, MN
 
1340
 
April 1, 2021
 
 
KROC-FM
 
Rochester, MN
 
106.9
 
April 1, 2021
 
 
KWWK(FM)
 
Rochester, MN
 
96.5
 
April 1, 2021
 
 
KDZZ(FM)
 
St. Charles, MN
 
107.7
 
April 1, 2021
 
 
KVGO(FM)
 
Spring Valley, MN
 
104.3
 
April 1, 2021
 
 
KYBA(FM)
 
Stewartville, MN
 
105.3
 
April 1, 2021
 
 
K285EL(FX)(3)
 
Rochester, MN
 
104.9
 
April 1, 2021
 
 
K292EM(FX)(3)
 
Rochester, MN
 
106.3
 
April 1, 2021
Rockford, IL (#159)
 
WXXQ(FM)
 
Freeport, IL
 
98.5
 
December 1, 2020
 
 
WKGL-FM
 
Loves Park, IL
 
96.7
 
December 1, 2020
 
 
WROK(AM)
 
Rockford, IL
 
1440
 
December 1, 2020
 
 
WZOK(FM)
 
Rockford, IL
 
97.5
 
December 1, 2020
San Angelo, TX (#262)
 
KELI(FM)
 
San Angelo, TX
 
98.7
 
August 1, 2021
 
 
KGKL(AM)
 
San Angelo, TX
 
960
 
August 1, 2021
 
 
KGKL-FM
 
San Angelo, TX
 
97.5
 
August 1, 2021
 
 
KKCN(FM)
 
Ballinger, TX
 
103.1
 
August 1, 2021
 
 
KKCN-FM1(3)
 
San Angelo, TX
 
103.1
 
August 1, 2021
 
 
KNRX(FM)
 
Sterling City, TX
 
96.5
 
August 1, 2021
 
 
KNRX-FM1(3)
 
San Angelo, TX
 
96.5
 
August 1, 2021
Sedalia, MO (NR)
 
KSDL(FM)
 
Sedalia, MO
 
92.3
 
February 1, 2021
 
 
KSIS(AM)
 
Sedalia, MO
 
1050
 
February 1, 2021
 
 
KXKX(FM)
 
Knob Noster, MO
 
105.7
 
February 1, 2021
Shelby, MT (NR)
 
KSEN(AM)
 
Shelby, MT
 
1150
 
April 1, 2021
 
 
KZIN-FM
 
Shelby, MT
 
96.7
 
April 1, 2021

18



Shreveport, LA (#136)
 
KEEL(AM)
 
Shreveport, LA
 
710
 
June 1, 2020
 
 
KXKS-FM
 
Shreveport, LA
 
93.7
 
June 1, 2020
 
 
KRUF(FM)
 
Shreveport, LA
 
94.5
 
June 1, 2020
 
 
KVKI-FM
 
Shreveport, LA
 
96.5
 
June 1, 2020
 
 
KWKH(AM)
 
Shreveport, LA
 
1130
 
June 1, 2020
 
 
KTUX(FM)​
 
Carthage, TX
 
98.9
 
August 1, 2021
Sioux Falls, SD (NR)
 
KXRB(AM)
 
Sioux Falls, SD
 
1000
 
April 1, 2021
 
 
KKLS-FM
 
Sioux Falls, SD
 
104.7
 
April 1, 2021
 
 
KIKN-FM
 
Salem, SD
 
100.5
 
April 1, 2021
 
 
KSOO(AM)
 
Sioux Falls, SD
 
1140
 
April 1, 2021
 
 
KMXC(FM)
 
Sioux Falls, SD
 
97.3
 
April 1, 2021
 
 
KYBB(FM)
 
Canton, SD
 
102.7
 
April 1, 2021
 
 
KDEZ(FM)
 
Brandon, SD
 
100.1
 
April 1, 2021
 
 
KSOO-FM
 
Lennox, SD
 
99.1
 
April 1, 2021
St. Cloud, MN (NR)
 
KLZZ(FM)
 
Waite Park, MN
 
103.7
 
April 1, 2021
 
 
KMXK(FM)
 
Cold Spring, MN
 
94.9
 
April 1, 2021
 
 
KXSS(AM)
 
Waite Park, MN
 
1390
 
April 1, 2021
 
 
KZRV(FM)
 
Sartell, MN
 
96.7
 
April 1, 2021
 
 
WJON(AM)
 
St. Cloud, MN
 
1240
 
April 1, 2021
 
 
WWJO(FM)
 
St. Cloud, MN
 
98.1
 
April 1, 2021
Texarkana, TX-AR (#253)
 
KKYR-FM
 
Texarkana, TX
 
102.5
 
August 1, 2021
 
 
KOSY(AM)
 
Texarkana, AR
 
790
 
June 1, 2020
 
 
KPWW(FM)
 
Hooks, TX
 
95.9
 
August 1, 2021
 
 
KYGL(FM)
 
Texarkana, AR
 
106.3
 
June 1, 2020
 
 
KMJI(FM)
 
Ashdown, AR
 
93.3
 
June 1, 2020
Trenton, NJ (#149)
 
WKXW(FM)
 
Trenton, NJ
 
101.5
 
June 1, 2022
Tuscaloosa, AL (#213)
 
WBEI(FM)
 
Reform, AL
 
101.7
 
April 1, 2020
 
 
WDGM(FM)
 
Greensboro, AL
 
99.1
 
April 1, 2020
 
 
WFFN(FM)
 
Coaling, AL
 
95.3
 
April 1, 2020
 
 
WTSK(AM)
 
Tuscaloosa, AL
 
790
 
April 1, 2020
 
 
WTUG-FM
 
Northport, AL
 
92.9
 
April 1, 2020
Twin Falls-Sun Valley, ID (#248)
 
KEZJ-FM
 
Twin Falls, ID
 
95.7
 
October 1, 2021
 
 
KLIX(AM)
 
Twin Falls, ID
 
1310
 
October 1, 2021
 
 
KLIX-FM
 
Twin Falls, ID
 
96.5
 
October 1, 2021
 
 
KSNQ(FM)
 
Twin Falls, ID
 
98.3
 
October 1, 2021
Tyler-Longview, TX (#142)
 
KISX(FM)
 
Whitehouse, TX
 
107.3
 
August 1, 2021
 
 
KNUE(FM)
 
Tyler, TX
 
101.5
 
August 1, 2021
 
 
KTYL-FM
 
Tyler, TX
 
93.1
 
August 1, 2021
 
 
KKTX-FM
 
Kilgore, TX
 
96.1
 
August 1, 2021
Utica/Rome, NY (#168)
 
WFRG-FM
 
Utica, NY
 
104.3
 
June 1, 2022
 
 
WIBX(AM)
 
Utica, NY
 
950
 
June 1, 2022
 
 
WLZW(FM)
 
Utica, NY
 
98.7
 
June 1, 2022
 
 
WODZ-FM
 
Rome, NY
 
96.1
 
June 1, 2022
Victoria, TX (NR)
 
KIXS(FM)
 
Victoria, TX
 
107.9
 
August 1, 2021
 
 
KLUB(FM)
 
Bloomington, TX
 
106.9
 
August 1, 2021
 
 
KQVT(FM)
 
Victoria, TX
 
92.3
 
August 1, 2021
 
 
KTXN-FM​(2)(3)
 
Victoria, TX
 
98.7
 
August 1, 2021
Waterloo-Cedar Falls, IA (#238)
 
KOEL(AM)
 
Oelwein, IA
 
950
 
February 1, 2021
Wichita Falls, TX (#249)
 
KBZS(FM)
 
Wichita Falls, TX
 
106.3
 
August 1, 2021

19



 
 
KNIN-FM
 
Wichita Falls, TX
 
92.9
 
August 1, 2021
 
 
KWFS(AM)
 
Wichita Falls, TX
 
1290
 
August 1, 2021
 
 
KWFS-FM
 
Wichita Falls, TX
 
102.3
 
August 1, 2021
Yakima, WA (#197)
 
KDBL(FM)
 
Toppenish, WA
 
92.9
 
February 1, 2022
 
 
KATS(FM)
 
Yakima, WA
 
94.5
 
February 1, 2022
 
 
KFFM(FM)
 
Yakima, WA
 
107.3
 
February 1, 2022
 
 
KIT(AM)
 
Yakima, WA
 
1280
 
February 1, 2022
 
 
KUTI(AM)
 
Yakima, WA
 
1460
 
February 1, 2022
 
 
KMGW(FM)
 
Naches, WA
 
99.3
 
February 1, 2022
 
 
K232CV(FX)(3)
 
Ellensburg, WA
 
94.3
 
February 1, 2022


(1) Townsquare Media Cedar Rapids, LLC programs KRQN(FM) pursuant to a TBA.
(2) Townsquare Media Victoria, LLC programs KTXN-FM pursuant to an LMA.
(3) Our station count of 309 excludes the booster, LMA and TBA stations, as well as FM translators listed above.

Regulatory Approvals

The Communications Laws prohibit the assignment or transfer of control of a broadcast license without the prior approval of the FCC. In determining whether to grant an application for assignment or transfer of control of a broadcast license, the Communications Act requires the FCC to find that the assignment or transfer would serve the public interest. The FCC considers a number of factors in making this determination, including (i) compliance with various rules limiting common ownership of media properties, (ii) the financial and "character" qualifications of the assignee or transferee (including those parties holding an "attributable" interest in the assignee or transferee), (iii) compliance with the Communications Act’s foreign ownership restrictions, and (iv) compliance with other Communications Laws, including those related to content and filing requirements.

As discussed in greater detail below, the FCC may also review the effect of proposed assignments and transfers of broadcast licenses on economic competition and diversity. See "Antitrust and Market Concentration Considerations."

Ownership Matters

The Communications Act restricts us from having more than one-fourth of our equity owned or voted by non-U.S. persons, foreign governments or non-U.S. entities.

The Communications Laws also generally restrict (i) the number of radio stations one person or entity may own, operate or control in a local market and (ii) the common ownership, operation or control of radio stations and television broadcast stations serving the same local market and the common ownership, operation or control of a radio station and a daily newspaper serving the same local market.

None of these multiple and cross ownership rules requires any change in our current ownership of radio stations. The Communications Laws could limit the number of additional radio stations that we may acquire in the future in our existing markets as well as new markets.

The FCC generally applies its television/radio/newspaper cross-ownership rules and its broadcast multiple ownership rules by considering the "attributable" or cognizable interests held by a person or entity. With some exceptions, a person or entity will be deemed to hold an attributable interest in a radio station, television station or daily newspaper if the person or entity serves as an officer, director, partner, stockholder, member, or, in certain cases, a debt holder of a company that owns that broadcast station or newspaper. Whether that interest is attributable and thus subject to the FCC’s multiple ownership rules is determined by the FCC’s attribution rules. If an interest is attributable, the FCC treats the person or entity who holds that interest as an "owner" of the radio station, television station or daily newspaper in question, and that interest thus counts against the person in determining compliance with the FCC’s ownership rules.


20



With respect to a partnership (or limited liability company), only the interest of a general partner (or managing member) is attributable if the entity’s organizational documents include certain terms. With respect to a corporation, officers, directors and persons or entities that directly or indirectly hold 5.0% or more of the corporation’s voting stock (20.0% or more of such stock in the case of insurance companies, investment companies, bank trust departments and certain other "passive investors" that hold such stock for investment purposes only) generally are attributed with ownership of the radio stations, television stations and daily newspapers owned by the corporation. As discussed below, participation in an LMA or a JSA also may result in an attributable interest. See "Local Marketing Agreements" and "Joint Sales Agreements."

The following interests generally are not attributable:

1.
debt instruments, non-voting stock, and options and warrants for voting stock, partnership interests, or membership interests that have not yet been exercised;

2.
limited partnership or limited liability company membership interests where (a) the limited partner or member is not "materially involved" in the media-related activities of the partnership or limited liability company, and (b) the limited partnership agreement or limited liability company agreement expressly "insulates" the limited partner or member from such material involvement by inclusion of provisions specified in FCC rules; and

3.
holders of less than 5.0% of an entity’s voting stock. Non-voting equity and debt interests which, in the aggregate, constitute more than 33.0% of a radio station’s "enterprise value" (which consists of the total equity and debt capitalization) are considered attributable in certain circumstances.

In March 2014, as part of its periodic review of broadcast ownership rules required by the Communications Act, the FCC issued a Further Notice of Proposed Rulemaking seeking comment on its multiple ownership rules and certain proposed changes to them. The proposals include permitting local radio/newspaper cross-ownership. The FCC also asked for comment on whether to eliminate its radio/television cross-ownership rule. We cannot predict the outcome of this or other proceedings or whether any new rules adopted by the FCC will have a material adverse effect on us.

Content and Operation

The Communications Act requires broadcasters to serve the "public interest." To satisfy that obligation, broadcasters are required by the Communications Laws to present content that is responsive to community problems, needs and interests and to maintain certain records demonstrating such responsiveness. Complaints from audiences concerning a radio station’s content may be filed at any time and will be considered by the FCC both at the time they are filed and in connection with a licensee’s renewal application. FCC rules also require broadcasters to provide equal employment opportunities ("EEO") in the hiring of new personnel, to abide by certain procedures in advertising employment opportunities, to make information available on employment opportunities on their websites (if they have one), and maintain certain records concerning their compliance with EEO rules. The FCC will entertain individual complaints concerning a broadcast licensee’s failure to abide by the EEO rules and also conducts random audits on broadcast licensees’ compliance with EEO rules. We have been the subject of several EEO audits. To date, none of those audits has disclosed any major violation that would have a material adverse effect on our operations. Radio stations also must follow provisions in the Communications Laws that regulate a variety of other activities, including political advertising, the broadcast of obscene or indecent content, sponsorship identification, the broadcast of contests and lotteries, and technical operations (including limits on radiofrequency radiation).

On May 31, 2007, the FCC proposed the adoption of certain rules and other measures to enhance the ability of radio stations to provide content responsive to the needs and interests of their respective communities. The measures proposed include the establishment of guidelines in FCC rules to evaluate the nature and quantity of non-entertainment content provided by the broadcaster, and the requirement that radio stations make their local public inspection files available over the internet. On January 28, 2016, the FCC adopted certain rules requiring radio stations to make their local public files available over the internet on a system hosted by the FCC. The requirements will be phased in over time, starting with stations in the top 50 Nielsen markets with five or more full-time employees. The rules will apply to other stations two years later, on March 1, 2018. Also on January 28, 2016, the FCC proposed adoption of certain

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rules to strengthen the Emergency Alert System ("EAS"). The proposals are intended to facilitate involvement on the state and local levels, support greater testing and awareness of the system, leverage technological advances, and enhance EAS security. We cannot predict at this time to what extent, if any, the FCC’s proposals will be adopted or the impact which adoption of any one or more of those proposals will have on our Company.

Local Marketing Agreements

A number of radio stations, including certain of our radio stations, have entered into LMAs (also known as Time Brokerage Agreements ("TBA")). 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 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.

A radio station that brokers more than 15.0% of the weekly content hours on another radio station in its market will be considered to have an attributable ownership interest in the brokered radio station for purposes of the FCC’s ownership rules. As a result, a radio station may not enter into an LMA that allows it to program more than 15.0% of the weekly content hours of another radio station that it could not own under the FCC’s multiple ownership rules.

Joint Sales Agreements

From time to time, radio stations enter into JSAs. A typical JSA authorizes one radio station to sell another radio station’s advertising time and retain the revenue from the sale of that airtime. A JSA typically includes a periodic payment to the radio station whose airtime is being sold (which may include a share of the revenue being collected from the sale of airtime). Like LMAs, JSAs are subject to compliance with antitrust laws and the Communications 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 whose time is being sold by another station maintains ultimate responsibility for, and control over, radio station operations and otherwise ensures compliance with the Communications Laws.
Under the Communication Laws, a radio station owner that sells more than 15.0% of the weekly advertising time of another radio station in the same market will be attributed with the ownership of that other station. In that situation, a station cannot have a JSA with another station in the same market if the FCC’s ownership rules would otherwise prohibit that common ownership.

Antitrust and Market Concentration Considerations

Potential future acquisitions, to the extent they meet specified size thresholds, will be subject to applicable waiting periods and possible review under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), by the DOJ or the FTC, either of whom can be required to evaluate a transaction to determine whether that transaction should be challenged under the federal antitrust laws. Transactions are subject to the HSR Act only if the acquisition price or fair market value of the radio stations to be acquired is above a certain threshold that increases periodically (presently $78.2 million as of February 25, 2016). Our acquisitions have not met this threshold. Acquisitions that are not required to be reported under the HSR Act may still be investigated by the DOJ or the FTC under the antitrust laws before or after consummation. At any time before or after the consummation of a proposed acquisition, the DOJ or the FTC could take such action under the antitrust laws as it deems necessary, including seeking to enjoin the acquisition or seeking divestiture of the business acquired or certain of our other assets. The DOJ has reviewed numerous radio station acquisitions where an operator proposes to acquire additional radio stations in its existing markets or multiple radio stations in new markets and has challenged a number of such transactions. Some of these challenges have resulted in consent decrees requiring the sale of certain radio stations, the termination of LMAs or other relief. In general, the Department of Justice has more closely scrutinized radio mergers and acquisitions resulting

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in local market shares in excess of 35.0% of local radio advertising revenue, depending on format, signal strength and other factors. There is no precise numerical rule, however, and certain transactions resulting in more than 35.0% revenue shares have not been challenged, while certain other transactions may be challenged based on other criteria such as audience shares in one or more demographic groups as well as the percentage of revenue share. We estimate that we have more than a 35.0% share of radio advertising revenue in many of our markets.

The DOJ enforces the antitrust laws in the broadcasting industry and there can be no assurance that one or more of our pending or future acquisitions will not be the subject of an investigation or enforcement action by the DOJ. Similarly, there can be no assurance that the DOJ, the FTC or the FCC will not prohibit such acquisitions, require that they be restructured, or require that we divest radio stations we already own. In addition, private parties may under certain circumstances bring legal action to challenge an acquisition.

As part of its review of certain radio station acquisitions, the DOJ has stated publicly that it believes that commencement of operations under LMAs, JSAs and other similar agreements customarily entered into in connection with radio station ownership assignments and transfers prior to the expiration of the waiting period under the HSR Act could violate the HSR Act. In connection with acquisitions subject to the waiting period under the HSR Act, we will not commence operation under an LMA, a JSA, or similar agreement of any affected radio station to be acquired until the waiting period has expired or been terminated.

Formation and Form of Organization

Townsquare Media, Inc. was formed as a Delaware limited liability company, Townsquare Media, LLC, on February 26, 2010. In connection with our initial public offering, we converted to a Delaware corporation on July 25, 2014.


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ITEM 1A. RISK FACTORS

Many statements contained in this annual report are forward-looking in nature. These statements are based on our current plans, intentions or expectations and actual results could differ materially as we cannot guarantee that we will achieve these plans, intentions or expectations. See "Forward Looking-Statements." Forward-looking statements are subject to numerous risks and uncertainties, including those specifically identified below.

Risks Related to Our Business

Decreased spending by advertisers, decline in attendance of our live events and changes in the economy may 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 radio stations, digital properties and at our live events, a downturn 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 economic downturns. Furthermore, because a substantial portion of our revenue is derived from local advertisers, our ability to generate advertising revenue in specific markets could be adversely affected by local or regional economic downturns. A downturn in the U.S. economy could also adversely affect our ability to collect accounts receivable from advertisers.

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 revenue 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 music concerts, multi-day music festivals, fairs, consumer expositions and trade shows, lifestyle 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, and general economic conditions. 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. 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. Many of the factors affecting the number and availability of live events are beyond our control. There can be no assurance that consumer spending will not be adversely impacted by economic conditions, or by any future deterioration in economic conditions, thereby possibly impacting the operating results and growth of our live events business.

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 Local Advertising business competes 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, satellite radio, internet radio, the internet, outdoor advertising and hand-held programmable devices such as iPods and cellular phones. 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 or offer syndicated content that competes with our content 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, lower market share and lower advertising revenue or increased promotion and other expenses and, consequently, lower earnings and cash flow for us.

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We face substantial competition for advertising revenue in our various markets from free and paid newspapers, magazines, websites, digital platforms and applications, television, radio, other forms of media, direct marketing and online advertising networks and exchanges. Competition for advertising is generally based on audience levels and demographics, price, service and advertising results. It has intensified both as a result of the continued development and fragmentation of digital media and adverse economic conditions. 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.

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 would have a material adverse impact on our business, financial condition and results of operations.

We face intense competition in the live events industry, and we may not be able to maintain or increase our current revenue, which could adversely affect our business, financial condition and results of operations.

The live events industry is highly competitive, and we may not be able to maintain or increase our current revenue due to such competition. The live events industry competes with other forms of music and non-music entertainment for consumers’ discretionary spending and within this industry we compete with other venues to win contracts and book talent, and, in the markets in which we promote music concerts and festivals, we face competition from other promoters and venue operators. Our competitors compete with us for key employees who have existing talent relationships and that have a history of being able to book talent for concerts and tours. Our competitors may engage in more extensive development efforts, undertake more far-reaching marketing campaigns, adopt more aggressive pricing policies and clients, talent and venues. Our competitors may develop services, advertising options or venues that are equal or superior to those we provide or that achieve greater market acceptance and brand recognition than we achieve. In addition, although many live events formats are annual in nature, there is risk that they will reach the end of their product cycle lives as consumer tastes evolve and we are unable to develop new events that cater to new consumer preferences. It is possible that new competitors may emerge and rapidly acquire significant market share.

Poor weather and personal injuries and accidents adversely affect expenses and attendance at our live events, which could negatively impact our financial performance from period to period.

We produce, promote and/or ticket many live events. Weather conditions surrounding these events affect sales of tickets, concessions and merchandise, among other things. Poor weather conditions can have a material effect on our results of operations particularly because we produce, promote and/or ticket a finite number of events. Due to weather conditions, we may be required to reschedule an event to another available day or a different venue, which would increase our costs for the event and could negatively impact the attendance at the event, as well as food, beverage, ride and merchandise sales. Poor weather can affect current periods as well as successive events in future periods, any of which would adversely affect our business, financial condition and results of operations.

There are inherent risks involved with producing live events. As a result, personal injuries and accidents have, and may, occur from time to time, which could subject us to claims and liabilities for personal injuries. Incidents in connection with our live events at any of our venues, or festival sites that we own or rent, or involving any of our owned or rented equipment could also result in claims, reducing operating income or reducing attendance at our events, which could cause a decrease in our revenue. While we maintain insurance policies that provide coverage within limits that are sufficient, in management’s judgment, to protect us from material financial loss for personal injuries sustained by persons at our venues or events or accidents in the ordinary course of business, there can be no assurance that such insurance will be adequate at all times and in all circumstances.

Our business, financial condition and results of operations may be adversely affected if our broadcast rights contracts are not renewed on sufficiently favorable terms.

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

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rights for sporting events and other programs, and contracts relating to content produced by third parties on our radio stations. As these contracts expire, the parties must renew or renegotiate the contracts, and if we are unable to renew them 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). With respect to the acquisition of content rights, the impact of these broadcast rights contracts on our results over the terms of the contracts 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.

If we lose key members of our senior management team, our business could be disrupted and our financial performance could suffer. Our business depends upon the continued efforts, abilities and expertise of our senior management team.

We believe that the skills and experience of our senior management team would be difficult to replace, 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 our business strategy. We believe that our future success will depend greatly on our continued ability to attract and retain highly skilled and qualified personnel.

We may lose key on-air talent to competing radio stations or other types of media competitors.

We compete for creative and performing 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. Any adverse changes in particular programs, formats or on-air talent could have a material adverse effect on our ratings and our ability to attract advertisers, which would negatively impact our business, financial condition or results of operations.

Our results are dependent on radio advertising revenue, which can vary from even to odd-numbered years based on the volatility and unpredictability of political revenue.

Approximately 0.5%, 1.7% and 0.6% of our net revenue, pro forma for the Transactions, for the years ended December 31, 2015, 2014 and 2013, respectively, consisted of political advertising revenue. Political advertising revenue from elections, which is generally greater in even-numbered years, has the potential to create fluctuations in our operating results on a year-to-year basis. For example, during 2015, we had political advertising revenue of $2.9 million, compared to $8.1 million in 2014 and $2.2 million in 2013, pro forma for the Transactions. In addition, political advertising revenue is dependent on the level of political ad spend and competitiveness of elections within each local market.

If fuel prices increase significantly, our results of operations could be adversely affected.
 
We are subject to risk with respect to purchases of fuel. Prices and availability of petroleum products are subject to political, economic and market factors that are generally outside our control. Political events, weather-related events and natural disasters, and current and future legislation (such as market-based (cap-and-trade) greenhouse gas emissions control mechanisms) may also cause the price of fuel to increase. Because certain of our operations, primarily our live events, are dependent upon diesel fuel, significant increases in diesel fuel costs could materially and adversely affect our results of operations and financial condition if we are unable to pass increased costs on to customers through price increases.


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We are exposed to foreign currency risks from our Canadian operations that could adversely affect our financial results.

A significant portion of the revenue and operating costs of our NAME operations are denominated in Canadian dollars. We are therefore exposed to fluctuations in the exchange rate between the US dollar and the Canadian dollar. We do not currently hedge, and have not historically hedged, our operational exposure to this foreign currency fluctuation. Our consolidated financial results are presented in US dollars and therefore, during times of a strengthening US dollar versus the Canadian dollar, our reported revenue and earnings that are generated in Canada will be reduced because the Canadian dollar will translate into fewer US dollars. In addition, the assets and liabilities of our Canadian operations are translated into US dollars at the exchange rates in effect at the balance sheet date. Revenue and expenses are translated into US dollars at the average exchange rate for the period. Translation adjustments arising from the use of differing exchange rates from period to period are recorded in stockholders’ equity as an accumulated currency translation adjustment. Translation adjustments arising from intercompany receivables with our Canadian operations are generally recorded as a component of other comprehensive loss, before tax. Accordingly, changes in currency exchange rates will cause our revenue, operating costs, comprehensive income and shareholders’ equity to fluctuate, and such fluctuations may have an adverse effect on our financial condition and results of operations.

The rates we charge for in-stream and mobile advertisements are currently less than those we charge for terrestrial radio advertisements.

The rates we charge for in-stream and mobile advertisements are currently less than those we charge for terrestrial radio advertisements. Listeners are increasingly shifting toward online radio streams and mobile applications. If we are unable to sufficiently increase the rates we charge for in-stream and mobile advertisements, a significant shift in listeners could have a material adverse impact on our business, financial condition and results of operations.

To remain competitive, we must respond to changes in technology, services and standards that characterize our industry.

The radio broadcasting industry is 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 has resulted in the introduction of new 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;

the FCC has authorized many new Low-Power FM radio stations, and is likely to authorize many more, which will result in additional FM radio broadcast outlets, although such radio stations are required to operate on a non-commercial basis;

iPhone/iPod/iPad and similar mobile devices; and

streaming internet services such as Pandora and Spotify.

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

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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 or regulatory changes may have on the radio broadcasting industry 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), various acts of terrorism, power outages, major telecom and internet connectivity failures or satellite failures. Our ability to distribute content to 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.

If we are unable to retain and grow our digital audience, our business will be adversely affected.

The increasing number of digital media options available on the internet, through social networking tools 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 increasing 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 reputations 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 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.

If traffic levels stagnate or decline, 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 as a result of a significant increase in inventory.


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If we fail to increase the number of subscribers or retain existing subscriber services at Townsquare Interactive, our revenue and business will be harmed.

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. The digital marketing solutions sector is a highly competitive area with many competitors in which our customers have many competing alternatives. We believe our solutions are well positioned to serve the SMBs in the small and mid-sized markets we focus upon. However, if our subscribers cancel their subscriptions with us, or if we are unable to attract new subscribers in numbers greater than the number of subscribers that we lose, our subscriber base will decrease and our business, financial condition and operating results will be adversely affected.

Our digital advertising network competes in a rapidly growing and evolving market. If our advertising solutions are not compelling or we falter on execution, we may be unable to attract new affiliates or existing clients may turn to alternative solutions.

The national digital advertising market represents a significant growth opportunity. Our success is dependent on many factors outside of our control including the quality of content on our affiliates’ websites, the number of visitors they attract and their level of user engagement. The execution of our own business strategy including the effectiveness of the advertising solutions we provide and the abilities of our national digital sales force will impact our level of success. We also face a variety of competitors who have greater scale, market share and platforms that could hinder our ability to compete effectively. The success of our strategy will depend on our ability to convince new advertisers of the benefits of our advertising platform and existing clients of the continuing value of our solutions. Failure to deliver on those objectives could significantly affect our business operations and our ability to compete effectively.

Our national digital businesses are dependent on technology and technical and sales talent.

Future success and growth in our national digital businesses will depend 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.
    
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

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possible review by the DOJ or the FTC of antitrust issues under the HSR Act or otherwise.

Completion of any acquisition may also only be approved 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 any of these conditions will 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.

Our acquisition strategy involves numerous other risks, including risks associated with:

identifying acquisition candidates and negotiating definitive purchase agreements on satisfactory terms;

integrating operations and systems and managing a large and geographically diverse group of assets;

diverting our management’s attention from other business concerns;

potentially losing key employees at acquired businesses; 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 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 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 financing will be available to us or, if available, that financing would be on terms acceptable to our management.

Due to various market and financial conditions, we may not be able to successfully complete future acquisitions or future dispositions of our radio stations.

We pursue strategic acquisitions when such acquisitions are strategic and financially additive and such acquisitions 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, and have also been required by the FCC to divest radio stations, which radio stations are now held in trust pending sale. However, in light of the current financial and economic market conditions, both in the radio industry and in the overall U.S. economy, our consummation of future acquisitions or dispositions, even those required radio station divestitures, is uncertain and may be very difficult.

Our success is dependent upon audience acceptance of our content, particularly our radio programs and live events, which is difficult to predict.

Media and radio content production and distribution is an inherently risky business because the revenue derived from the production and distribution of 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.


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Ratings for broadcast radio stations and traffic or visitors on 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. Nielsen, the leading supplier of ratings data for U.S. radio markets, developed technology to passively collect data for its ratings service. The Portable People Meter™ ("PPM™") is a small, pager-sized device that does not require any active manipulation by the end user and is capable of automatically measuring radio, television, internet, satellite radio and satellite television signals that are encoded for the service by the broadcaster. While our ratings are primarily measured by the traditional diary method (which involves individual surveys), certain of our market ratings are being measured by PPM™. 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. In addition, ratings for certain radio stations when measured by PPM™ as opposed to the traditional diary methodology can be materially different. PPM™ based ratings may be scheduled to be introduced in some of our other markets. Because of the competitive factors we face and the introduction of PPM™, 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 create and perform at 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 it 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.

New technologies could block our ads, which would harm our 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.

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 to our audience. 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.


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Certain components of our online business depends 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 have taken, or have stated that they 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 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.

A security breach or a cyber-attack could adversely affect our business.

A security breach or cyber-attack of our computer systems could interrupt or damage our operations or harm our reputation. If third parties or our employees are able to penetrate our network security or otherwise misappropriate our customers' personal information or contract information, or if we give third parties or our employees improper access to our customers' personal information or contract information, 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. Other liabilities could include claims alleging misrepresentation of our privacy and data security practices. We could also be subject to regulatory action in certain jurisdictions.

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 and our insurance coverage may not be adequate to cover all the costs related to such breaches or attacks. Our security measures are designed to protect against security breaches and cyber-attacks, but 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.

We are controlled by a financial sponsor, whose interests may not be aligned with ours or yours.

We are controlled by funds managed by Oaktree, and therefore they have the power to control our affairs and policies, including entering into mergers, sales of substantially all of our assets and other extraordinary transactions as well as decisions to issue shares, declare dividends, and make other decisions, and they may have an interest in our doing so. The interests of Oaktree could conflict with your interests in material respects. Furthermore, Oaktree is in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us, as well as businesses that represent major customers of our business. Oaktree may also pursue acquisition opportunities that may be complementary to our business, and as a result, those acquisition opportunities may not be available to us. So long as Oaktree continues to own a significant amount of our outstanding capital stock, they will continue to be able to strongly influence or effectively control our decisions.

We may be adversely affected by the occurrence of extraordinary events, such as terrorist attacks or natural disasters.

The occurrence of extraordinary events, such as terrorist attacks, natural disasters, intentional or unintentional mass casualty incidents or similar events may substantially impact our operations in specific geographic areas, as well as nationally, and it may decrease the use of and demand for advertising, which may decrease our revenue or expose

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us to substantial liability. The September 11, 2001 terrorist attacks, for example, caused a nationwide disruption of commercial activities. The occurrence of future terrorist attacks, military actions by the U.S., contagious disease outbreaks or other unforeseen similar events cannot be predicted, and their occurrence can be expected to further negatively affect the economies where we do business generally, specifically the market for advertising. In addition, an act of God or a natural disaster could adversely impact any one or more of the markets where we do business, thereby impacting our business, financial condition and results of operations.

Capital requirements necessary to operate our business or implement 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 face liquidity problems and could be forced to reduce or delay investments and capital expenditures, adversely impacting our business, financial condition and results of operations. We face competition from other media companies for acquisition opportunities. If the prices sought by sellers of these companies were to rise, we would find fewer acceptable acquisition opportunities. In addition, the purchase price of a possible acquisition could require additional debt or equity financing on our part. Since the terms and availability of this financing depend to a large degree upon general economic conditions and third parties over which we have no control, we can give no assurance that we will obtain the needed financing or that we will obtain such financing on attractive terms. 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.

Our substantial indebtedness could have an adverse impact on us.

We have a significant amount of indebtedness. As of December 31, 2015, we had $598.8 million of outstanding indebtedness, with annual debt service requirements of approximately $32.3 million. On an as reported basis, debt service for the year ended December 31, 2015 was $39.0 million, which represented 150% of cash flow from operating activities. Our substantial level of indebtedness increases the risk that we may be unable to generate cash sufficient to pay amounts due in respect of our 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, execution of our business strategy or other general corporate purposes on satisfactory terms or at all.
    

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We believe that our cash balance, together with the undrawn portion of our revolving credit facility and cash generated by operating activities, will be sufficient to fund our operations, service our debt obligations and pursue our strategy in the future.

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 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.

Risks Related to Governmental Regulation and Legislation

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, 2015, our FCC licenses and goodwill comprised approximately 74% of our consolidated total assets. 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.

Our business depends upon licenses issued by the FCC, and if licenses were not renewed or we were to be out of compliance with FCC regulations and policies, our business could be materially impaired.

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 nearly all of the license renewal applications that were filed for our radio stations. However, we cannot be certain that our 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, could result in material impairment and could adversely affect our liquidity and financial condition. If any of our FCC licenses are not renewed, it could 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

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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. 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."

We may be adversely affected by the FCC’s enforcement of its indecency regulations against the broadcast industry as well as by the increased amounts of the potential fines.

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 also can impose separate fines for each allegedly indecent "utterance" within radio content. In addition, in 2006 Congress increased the maximum forfeiture for a single indecency violation to $325,000, with a maximum forfeiture exposure of $3,000,000 for any continuing violation arising from a single act or failure to act. Several appeals of certain of the FCC’s recent enforcement actions and of the FCC’s underlying indecency standards are pending in the federal courts. We cannot predict the outcome of these court proceedings or whether Congress will consider or adopt further legislation in this area. In the ordinary course of business, we have received complaints or the FCC has received complaints about whether a limited number of our radio stations have broadcast indecent content. To the extent these complaints or other proceedings by the FCC result in the imposition of fines, a settlement with the FCC, revocation of any of our radio station licenses or denials of license renewal applications, our business, financial condition and results of operations could be materially adversely affected.

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. Included in the order is the elimination of a rule which requires certain AM stations to reduce nighttime interference when seeking to modify their facilities. Also included is a relaxation of the FCC’s requirements for AM stations to provide their communities of license with a specific level of signal coverage, with the intended purpose of permitting AM stations to change the locations of their transmitting facilities. As a result of these rule changes, it is possible that some of our stations may experience increased nighttime interference from other stations in connection with facility modifications. It is also possible that stations owned by others and not serving our markets could move into our markets and become new competitors. Another aspect of the FCC’s revitalization order is exclusive AM filing windows in 2016 to allow AM stations to move an FM translator up to 250 miles to rebroadcast that AM station’s signal, and windows in 2017 exclusively for AM stations to apply for a new FM translator construction permit.  The first of these windows, for moving FM translators that will rebroadcast lower-power Class C and D AM stations, opened on January 29, 2016 and will close on July 28, 2016.  A second window for moving FM translators rebroadcasting any class of AM station, will open on July 29, 2016 and close on October 31, 2016.  These windows may have the effect of increasing competition from other radio stations in our markets, however we cannot predict at this time to what extent, if any, the impact of the FCC's new rules will have on our Company.

Proposed legislation requires radio broadcasters to pay royalties to record labels and recording artists.

Legislation has been introduced that would require radio broadcasters to pay royalties to record labels and performing artists for exhibition or use of the over the air broadcast of their recorded songs. Currently, we pay royalties to song composers and publishers through Broadcast Music, Inc., the American Society of Composers, Authors and Publishers and SESAC, Inc. The proposed legislation would add an additional layer of royalties to be paid directly to

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the record labels and artists. It is currently unknown what proposed legislation, if any, will become law, and what significance this royalty would have 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 Department of Justice ("DOJ") or the Federal Trade Commission ("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 of 1934, as amended (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.

New or changing federal, state or international privacy legislation or regulation could hinder the growth of our internet properties.

A variety of federal and state laws govern the collection, use, retention, sharing and security of consumer data that our internet 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 internet 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.

Risks Related to Ownership of Our Class A Common Stock

As an "emerging growth company" under the JOBS Act we are eligible to take advantage of certain exemptions from various reporting requirements.

We are an "emerging growth company," as defined in the JOBS Act, and we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. In addition, as an emerging growth company, we are not required to provide five years of selected financial data in this annual report. Some investors may find our securities less attractive because we may rely on these exemptions. The result may be a less active trading market for our securities and our security prices may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we chose to "opt out" of such

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extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies.

We could remain an "emerging growth company" for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenue exceed $1 billion, (ii) the date that we become a "large accelerated filer" as defin