PURCHASE, N.Y., April 8, 2020 /PRNewswire/ -- Townsquare
Media, Inc. (NYSE: TSQ) ("Townsquare," the "Company," "we," "us,"
or "our") today provided an update regarding its Annual Report on
Form 10-K for the fiscal year ended December 31,
2019 (the "Form 10-K").
On March 16, 2020, we filed a
Form 12b-25 filed with the Securities and Exchange
Commission (the "SEC"), for an extension of time to file our Form
10-K. The extension period provided under
Rule 12b-25 expired on March 31,
2020.
Our current and former independent registered public accounting
firms have been unable to agree upon the annual assessment of the
impairment of the Company's indefinite-lived intangible assets and
require additional time to finalize these figures. The net
revenue, direct operating expense and other data disclosed in the
earnings release we issued on March 16,
2020 (our "Earnings Release") is not expected to
change. The impairment in question is purely a non-cash
charge and does not affect our Adjusted EBITDA or other measures
disclosed in our Earnings Release, and does not affect our
compliance with any of the leverage ratio requirements under our
Senior Credit Agreement or bond indenture. We are working
diligently with both audit firms to complete the preparation of our
financial statements in order to be in a position to file the
Form 10-K with the SEC as soon as possible.
As expected, we received a notice from the New York Stock
Exchange (the "NYSE") indicating that we are not in compliance with
the NYSE's continued listing requirements under the timely filing
criteria outlined in Section 802.01E of the NYSE Listed
Company Manual as a result of our failure to timely file the Form
10-K.
The NYSE informed us that, under the NYSE's rules, we will have
six months from March 31, 2020 to file the
Form 10-K with the SEC. We can regain compliance with the
NYSE continued listing requirements at any time before that date by
filing the Form 10-K with the SEC. We expect that the
auditors will be able to resolve their disagreement and that we
will be able to file the Form 10-K within this period.
Forward-Looking Statements
Except for the historical information contained in this press
release, the matters addressed are forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements are based on management's
current expectations or beliefs about the Company's future plans,
expectations and objectives. 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," "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. By nature, forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially
from those projected or implied by the forward-looking statements.
Forward-looking statements are based on current expectations and
assumptions and currently available data and are neither
predictions nor guarantees of future events or performance. You
should not place undue reliance on forward-looking statements,
which speak only as of the date hereof or as of the date specified
herein. Risks and uncertainties that could cause actual results to
differ materially from those described in these forward-looking
statements include, but are not limited to, our ability, and the
ability of our current and former independent registered
public accounting firms, to finalize our audited financial
statements for the year ended December 31,
2019 and certain other events, including disease outbreaks
and pandemics such as coronavirus. See "Risk Factors" and
"Forward-Looking Statements" included in our Annual Report on Form
10-K for the year ended December 31,
2018, filed with the Securities and Exchange Commission (the
"SEC") on March 12, 2019, and
subsequent filings with the SEC, for a discussion of additional
factors that could have a material impact on our business.
Townsquare Media, Inc. assumes no responsibility to update any
forward-looking statement as a result of new information, future
events or otherwise.
About Townsquare Media, Inc.
Townsquare is a radio, digital media, entertainment and digital
marketing solutions company principally focused on being the
premier local advertising and marketing solutions platform in small
and mid-sized markets across the U.S. Our assets include 321 radio
stations and more than 330 local websites in 67 U.S. markets, a
digital marketing solutions company (Townsquare Interactive)
serving approximately 19,000 small to medium sized businesses, a
proprietary digital programmatic advertising platform (Townsquare
Ignite) and approximately 200 local live events each year.
Our brands include local media assets such as WYRK,
KLAQ, K2 and NJ101.5; iconic local and
regional events such as WYRK's Taste of Country, the
Boise Music Festival, the Red Dirt BBQ & Music
Festival and Taste of Fort Collins; and leading
tastemaker music and entertainment websites such as
XXLmag.com, TasteofCountry.com and
Loudwire.com. For more information, please visit
www.townsquaremedia.com, www.townsquareinteractive.com, and
www.townsquareignite.com.
Investor Relations
Claire Yenicay
(203) 900-5555
investors@townsquaremedia.com
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SOURCE Townsquare Media, Inc.