Kitara Media Review Assignment


Propel is a holding company for Propel Media and Kitara.


Propel is a diversified online advertising company. Propel generates revenues through the sale of advertising to advertisers who want to reach consumers in the United States and internationally to promote their products and services.


Propel delivers advertising, including via its real-time, bid-based, online advertising platform called Propel Media Platform. This technology platform allows advertisers to target audiences and deliver video, display and text based advertising. Propel and its Propel Media Platform provide advertisers with an effective way to serve, manage and maximize the performance of their online advertising purchasing. Propel offers both a self-serve platform and a managed services option that give advertisers diverse solutions to reach online audiences and acquire customers. Propel has over 1,400 advertiser customers and serves millions of ads per day.


Propel primarily serves its advertising to users who are part of its owned and operated member-based network or the member-based networks of our third party application partners. Propel provides its audience with access to its premium content for free and obtains the users’ permission to serve advertising to them while they peruse content on the web. In this model, Propel also serves advertising through partners who acquire users by providing a variety of applications free of charge in exchange for the ability to serve ads to their users. In this model, advertising units are served directly to users through a browser extension or other software installed on the user’s computer.


Propel has also developed a publisher business model with a channel of direct publishers, networks and exchanges. These supply channels expand our ability to serve advertising. In this model, the advertising units are served to users through websites, and we serve the advertising in coordination with the publisher, network or exchange.


Propel’s principal executive office is located at 2010 Main Street, Suite 900, Irvine, CA 92614. Its telephone number at that location is (949) 251-0640.


History and Structure of Our Company




Propel was incorporated in Delaware on October 7, 2014 under the name “Kitara Holdco Corp.” It was formed for the purpose of completing the Transactions (as defined below). Prior to the completion of the Transactions, Propel had no assets and did not conduct any material activities other than those incidental to its formation. Upon completion of the Transactions, the businesses of Propel Media and Kitara became the business of Propel. In February 2015, Propel changed its name to “Propel Media, Inc.” to better reflect its current operations and its common stock began trading on the OTC Pink Market, operated by OTC Markets Group (“OTC Pink Market”) under the trading symbol “PROM.” In December 2015, Propel changed the name of Propel Media from “Future Ads LLC” to “Propel Media LLC” and the Company now conducts all of its business under the Propel Media brand name.


Business Combination


On January 28, 2015, Propel consummated the transactions (the “Transactions”) contemplated by (i) the Agreement and Plan of Reorganization (the “Merger Agreement”), dated as of October 10, 2014, by and among Kitara, Propel, which was previously a wholly-owned subsidiary of Kitara, and Kitara Merger Sub, Inc. (“Merger Sub”), which was previously a wholly-owned subsidiary of Propel, and (ii) the Unit Exchange Agreement (the “Exchange Agreement”), dated as of October 10, 2014 and amended as of December 23, 2014, April 29, 2015 and January 26, 2016, by and among Kitara, Propel, Propel Media and the former members of Propel Media (the “Transferors”). Prior to the Transactions, Kitara was a public operating company and Propel Media was a private operating company. Upon the closing of the Transactions, Propel became the new public company and Kitara and Propel Media became wholly-owned subsidiaries of Propel.



Pursuant to the Merger Agreement, Merger Sub merged with and into Kitara (the “Merger”), with Kitara surviving the Merger as a wholly-owned subsidiary of Propel. In the Merger, each outstanding share of Kitara common stock was converted into one share of Propel common stock. In addition, Propel assumed Kitara’s existing 2012 Long-Term Incentive Equity Plan (the “2012 Plan”) and its 2013 Long-Term Incentive Equity Plan (the “2013 Plan”), and all outstanding stock options thereunder. However, Propel has amended the plans so that no further awards may be issued thereunder. Propel also assumed the other outstanding options and warrants of Kitara, in each case in accordance with the terms of the respective securities.


Immediately following the Merger and as part of a single integrated transaction, pursuant to the Exchange Agreement, the Transferors exchanged all of the outstanding Propel Media interests for (i) $80,000,000 in cash, (ii) 154,125,921 shares of Propel common stock, (iii) the right to receive performance-based “earn out” payments that will enable the Transferors to receive up to an additional $40,000,000 in cash or stock consideration based on Propel Media reaching certain EBITDA levels during the 2015 to 2018 fiscal years, (iv) the right to receive, on or prior to June 30, 2019, $10,000,000 in cash and/or shares of Propel common stock, and (v) the right to receive, immediately after the payment of certain fees to Highbridge (as defined below) on or about the fourth anniversary of the closing, $6,000,000 in cash (the “Exchange”). The consideration payable to the Transferors was subject to a post-closing adjustment based on the working capital and indebtedness of Propel Media and the working capital of Kitara. On October 30, 2015, the Company paid $3,337,000 to the Transferors in full satisfaction of this post-closing adjustment. The Company did not achieve the required EBITDA level in 2015 or 2016 and accordingly no “earn out” payment was made with respect to such fiscal years. Pursuant to the Exchange Agreement, Propel also reimbursed the Transferors for all transaction expenses paid by Propel Media, its subsidiaries or the Transferors on or before the consummation of the Transactions, and assumed all of their unpaid transaction expenses as of such date. The aggregate transaction expenses reimbursed or assumed by it were $867,000.


The Transactions were treated as a reverse merger under the purchase method of accounting in accordance with United States Generally Accepted Accounting Principles (“GAAP”). For accounting purposes, Propel Media is considered to have acquired Kitara in the Transactions. Under the purchase method of accounting, the assets and liabilities of Kitara have been recorded at their respective fair values and added to those of Propel Media in our financial statements.


Debt Financing


On January 28, 2015, in connection with the closing of the Transactions, Propel, Kitara and Propel Media, as “Borrowers,” and certain of their subsidiaries, as “Guarantors,” entered into a financing agreement, as amended on December 23, 2016 (“Financing Agreement”), with certain financial institutions as “Lenders,” HPS Investment Partners, LLC (formerly known as Highbridge Principal Strategies, LLC) (“Highbridge”), as collateral agent for the Lenders (“Collateral Agent”), and PNC Bank, National Association (“PNC”), as a Lender and administrative agent for the Lenders (“Administrative Agent”).


The Financing Agreement provided the Borrowers with (a) a term loan in the aggregate principal amount of $81,000,000 (the “Term Loan”) and (b) a revolving credit facility in an aggregate principal amount not to exceed $15,000,000 at any time outstanding (the “Revolving Loan” and, together with the Term Loan, the “Loans”). The Loans will mature on January 28, 2019 (“Final Maturity Date”).



Upon the closing of the Financing Agreement, the Term Loan was borrowed in full and $7,500,000 was made available to the Borrowers under the Revolving Loan. The proceeds of the Loans were used (a) to pay off and refinance the Credit and Security Agreement (the “Wells Fargo Credit Agreement”), dated as of November 1, 2013, by and between Kitara and Wells Fargo Bank, National Association (“Wells Fargo”), as amended and other existing indebtedness of the Borrowers, (b) to pay fees and expenses related to the Financing Agreement, (c) to finance the cash consideration under the Exchange Agreement and (d) for general working capital purposes of the Borrowers.


The outstanding principal amount of the Term Loan shall be repayable in consecutive quarterly installments in equal amounts of $1,750,000 on the last day of each March, June, September and December commencing on March 31, 2015, except that the payment due on March 31, 2015 was $1,219,000. The remaining balance of the Term Loan and the Revolving Loan are due and payable on the Final Maturity Date, except in certain limited circumstances.


The Borrowers may borrow, repay and reborrow the Revolving Loan prior to the Final Maturity Date, subject to the terms, provisions and limitations set forth in the Financing Agreement. The outstanding principal amount of advances may not at any time exceed the lesser of the $15,000,000 or the borrowing base.


Subject to the terms of the Financing Agreement, the Term Loan or any portion thereof shall bear interest on the principal amount thereof from time to time outstanding, from the date of the Term Loan until repaid, at a rate per annum equal to the London Interbank Offered Rate (“LIBOR”) (but not less than 1% and not more than 3%) for the interest period in effect for the Term Loan (or such portion thereof) plus 9.00%.


Subject to the terms of the Financing Agreement, each Revolving Loan shall bear interest on the principal amount thereof from time to time outstanding, from the date of such Loan until repaid, at a rate per annum equal to the LIBOR for the interest period in effect for such Loan plus 6.00%.


The obligations of the Borrowers under the Financing Agreement are secured by first priority security interests granted to the Lenders on all of the Borrowers’ and Guarantors’ tangible and intangible property, including accounts receivable, intellectual property and shares and membership interests of the Borrowers (other than Propel) and the Guarantors.


The Financing Agreement and other loan documents provide for certain customary fees and other amounts to be paid to the Lenders at the closing of the Financing Agreement (approximately $3,000,000), during the term of the Financing Agreement (approximately $800,000) and on the fourth anniversary of the closing date of the Financing Agreement ($12,500,000).


The Financing Agreement and other loan documents contain customary representations and warranties and affirmative and negative covenants, including covenants that restrict the Borrowers’ ability to, among other things, create certain liens, make certain types of borrowings and engage in certain mergers, acquisitions, consolidations, asset sales and affiliate transactions. The Financing Agreement also contains a financial covenant, as discussed in Item 7 below. The Financing Agreement provides for customary events of default, including, among other things, if a change of control of Propel occurs. The Loans may be accelerated upon the occurrence of an event of default.




Propel Media


Propel Media was formed in September 2008 as a California limited liability company under the name “Future Ads LLC.” Upon completion of the Transactions (as described above), Propel Media became a wholly owned subsidiary of Propel. In December 2015, Propel Media changed its name from “Future Ads LLC” to “Propel Media LLC.”




Kitara was incorporated in Delaware on December 5, 2005 under the name “Ascend Acquisition Corp.” From Kitara’s inception until February 29, 2012, it was a blank check company and did not engage in active business operations other than the search for, and evaluation of, potential business combination opportunities.



On December 30, 2011, Kitara entered into a Merger Agreement and Plan of Reorganization with Andover Games LLC (“Andover Games”) and the members of Andover Games. On February 29, 2012, pursuant to such agreement, Andover Games became a wholly-owned subsidiary of Kitara. As a result, Kitara’s business became the business of Andover Games. Andover Games’ principal business was focused on developing mobile games for iPhone and Android platforms prior to June 30, 2013.


On June 12, 2013, Kitara entered into a Merger Agreement and Plan of Reorganization, as amended on July 1, 2013, with Kitara Media, NYPG and the former holders of all of the outstanding membership interests of Kitara Media and all of the outstanding shares of common stock of NYPG. On July 1, 2013, pursuant to such agreement, Kitara Media and NYPG became wholly owned subsidiaries of Kitara. In connection with the transactions, Kitara ceased the operations of Andover Games. On July 1, 2013, Kitara’s operations became entirely those of Kitara Media and NYPG. On August 19, 2013, Kitara changed its name from “Ascend Acquisition Corp.” to “Kitara Media Corp.”


On December 3, 2013, Kitara entered into a Merger Agreement and Plan of Reorganization with Health Guru Media and the holders of a majority of the outstanding shares of capital stock of Health Guru Media, and simultaneously consummated the transactions contemplated thereby. At the closing, Health Guru Media became Kitara’s wholly-owned subsidiary. On April 27, 2016, Propel sold substantially all the assets of the Health Guru Media business, and subsequently changed the name of Health Guru Media to “Tek Array, Inc.”


Upon completion of the Transactions (as described above), Kitara became a wholly owned subsidiary of Propel.




We believe the online advertising market is well positioned for growth with expanded ways in which audiences can connect to the Internet with a variety of cross screen devices. Market forecasts are showing significant growth in ad spend across all major digital ad formats:


1. U.S. mobile ad spend in 2017 is forecasted to be $50.84 billion growing to $57.95 billion in 2018. (eMarketer)
2. U.S. display ad spend in 2017 is forecasted to be $37.20 billion growing to $41.87 billion in 2018. (eMarketer)
3. U.S. video ad spend in 2017 is forecasted to be $11.43 billion growing to $13.05 billion in 2018. (eMarketer)
4. U.S. native ad spend in 2017 is forecasted to be $20.9 billion growing to $25.2 billion in 2018. (Business Insider Intelligence)

Propel is positioning itself to take advantage of these major industry growth trends.




Propel participates in the online advertising market where advertisers reward providers who can deliver performance and return on advertising investment. The fundamental strategy of the business is to drive advertiser performance across all mediums and geographies. Key elements of the Propel strategy include:


1. Increasing quality inventory from supply sources that deliver improved advertiser performance. This includes increasing Propel’s proportion of inventory coming from its owned and operated member-based network through increased investment in media buying to acquire users.



2. Expanding revenues that come from video advertisers. As more advertiser budget moves from television to online, we see opportunities to increase the revenue we generate from distributing video advertisements on behalf of our advertisers.
3. Expanding revenues that come from display advertisers. As display advertising budgets continue to increase, we see the opportunity to increase revenues we generate from distributing display advertisements on behalf of our advertisers.
4. Expanding ad inventory by increasing our publisher-based syndication program to expand supply for video and display advertisements.
5. Migrating into the mobile market to take advantage of advertiser demand for this segment of the market.
6. Expanding globally.






Propel generates revenue by selling advertising to advertisers and serving the advertising to users while they browse the Internet. We have two monetization models.


In one model (which we sometimes refer to herein as the “member-based business”), we have a direct relationship with users who have installed an extension in the users’ browsers or software that allows us to serve them advertising through their browsers as an overlay image on the content that they are viewing or in a new browser window or tab. In this model, we have no publisher relationship and as a result no publisher payments. We acquire a relationship with users in two ways: (i) through our owned and operated properties and (ii) through properties developed by our third party application partners. In each case, a user who accepts free access to our owned and operated property or to the application partner’s property agrees to receive advertisements served by us from advertisers using our Propel Media Platform as they browse the Internet. This allows us or our third party application partners to install an extension to the user’s browser or download software onto the user’s computer. The extension or software allows us to travel with the user as the user views content on the Internet. We capture the URLs and keywords of certain browsing pages viewed, and in real time determine if we have advertisers who have bid on keywords or the URL being browsed. If so, we serve the relevant advertising. In some situations, we have advertisers who wish to have us serve advertising on a run-of-network basis, which then permits us to serve ads across our user base without targeting parameters being established.


During 2016, as we transitioned away from the declining revenues from third party application partners, we focused on growing our user base via the marketing of our own and operated properties, such as free casual games and free lifestyle content. We continue to have a distinct media buying organization that purchases advertising on various online ad platforms and is dedicated to developing the user base acquired through our owned and operated properties for our member-based business model.


In the second model (which we sometimes refer to herein as the “publisher business model”), we develop publisher based syndication supply channels through relationships with web publishers, exchanges and other supply channels. In this model, there is a direct publisher relationship and we use the traffic from publishers as the user base to whom we serve ads. No extension or software is downloaded or otherwise used. In this model, we enter into a revenue share or CPM (as defined below) payment model with the publisher.


Advertiser Sales and Account Management


Propel is focused on building relationships with digital advertisers.



Propel currently services over 1,400 active advertisers and its advertiser clients include, but are not limited to, direct advertisers, affiliate advertisers, lead generation advertisers and leading advertising agencies and advertising networks and exchanges representing premium brands.


Propel’s sales team and account management organization are comprised, collectively, of 15 employees. They call on and support advertisers and their advertising campaigns. The sales and account management teams are responsible for acquiring new advertisers, developing campaign goals and strategies with advertisers or their agents and working with the clients to establish the ad formats that will run. They are also responsible for developing the return on investment metrics with the advertiser that will be used to help the account management organization or the advertiser understand performance as the campaign is running and will allow the account management organization, the salesperson and the advertiser to optimize campaigns to meet campaign goals.


Campaigns are set up and managed by either the salesperson, account manager or the advertiser themselves. These activities are executed through the Propel Media Platform. This platform allows Propel to work with advertisers to:


Process advertiser applications;
Accept or reject advertiser applications;
Record advertiser information, payment terms and semi-automate the advance payment process through credit card or wire transfer, if required;
Set up campaigns including:


o Specifying the ad units to be employed for the campaign, which include:


§ Video ads –Video ads are served to its audience on a run-of-network basis and the advertiser is charged when the ad is displayed (this is priced on a Cost Per Thousand Impressions, or CPM).
§ Display ads – These are traditional box ads combining graphical images with ad copy. These ads are served based on targeted keywords. The advertiser is charged when the ad is displayed (this is referred to as Cost Per View, or CPV).
§ Textlink ads – Ads that appear when the consumer places the mouse cursor over the targeted keyword. If the user clicks on the ad, the user is taken to the advertiser’s offer landing page that provides more information. The advertiser is only charged if the consumer clicks on the ad (this is referred to as Cost Per Click, or CPC).
§ Native ads – These are content based ads that are generally served in a grouping of four to six native ad tiles with each tile representing a different ad or advertiser. If the user clicks on the ad tile, the user is taken to the content and ad offers. The advertiser is charged on a CPC basis.


o Establishing targeting parameters by keywords and URLs that the advertiser chooses.
o Establishment of bid price for keywords and URLs. As Propel Media Platform is a bid-based platform, the advertiser’s ad will be displayed if its bid price wins over other advertisers who are also bidding to serve their ads.
o Establish links to ad creative that will run in each campaign.


  Generate reports and metrics that allow real time campaign performance management.



Audience Development


Propel advertisers’ campaigns are dependent on having an audience to receive the advertising. Propel’s model is to reach its audience either directly or via partners.


Propel reaches audiences for its advertisers through two different business models:


  The member-based business model acquires a relationship with users in two ways:


o Owned and Operated Properties . Propel develops and distributes multiple free casual gaming sites and other lifestyle content properties. In this method, Propel buys media and advertises these gaming sites and lifestyle content properties on various online destinations, including gaming and social media portals. Propel provides its audience with access to its premium gaming and lifestyle content for free and obtains the user’s permission to serve advertising to them while they peruse content on the web. Propel incurs media costs to acquire audiences in this manner.
o Application Partners’ Properties . Propel partners with third party application developers who have their own audience bases and are seeking to serve advertising to them. In this instance, Propel partners with these third party application developers to increase the total audience that Propel’s advertisers can reach with their advertisements. Propel operates under a revenue share model with its partners in this distribution model. 


The publisher business model serves advertising through publisher based syndication supply channels . In this model, Propel develops direct relationships with publishers, networks and exchanges for supply and then purchases impressions from these supply sources. Propel operates under a revenue share model or on a fixed CPM with its partners in this distribution model. 


During 2016, as we transitioned away from the declining revenues from third party application partners, we focused on growing our user base via the marketing of our own and operated properties, such as free casual games and free lifestyle content. This led to 77% of our 2016 revenue being generated by our owned and operated audience. Our revenue mix is expected to continue to be heavily weighted to supply coming from owned and operated audience and publisher business as opposed to our third party application partners.


Solutions, Technology & Services


Propel offers advertisers the ability to reach audiences in which performance is measured by their willingness to view an ad or click through to the advertisers landing page for more information or complete a conversion action as defined by the advertiser. Typical conversions might include, for example, making a purchase, filling out an automobile test drive form, taking a survey or filling out a request for more information from online education providers. Superior performance is achieved by having engaging ad units that target the right audiences and are served at the right scale and frequency. Although most creative work is done by the client, Propel offers design services to help improve campaign performance through more impactful creative ads and landing pages. Propel offers video, display, text link and native ad units that are designed for maximum impact and conversions.


Audience targeting is achieved through keywords and URLs. Advertisers bid on keyword and URL targets which they believe will be relevant to the content that their audiences will be consuming. An advertiser will bid on anywhere from a few to thousands of keywords and URLs at varying bid prices based on the importance of the keyword or URL and the competition from other advertisers for that same keyword or URL. Advertisers may raise or lower keyword or URL bid prices as they see how effective various keywords or URLs perform for their campaign. If a keyword or URL target is performing well for an advertiser, the advertiser may want to increase the number of individuals clicking on the advertiser’s advertisements. This is accomplished by raising the bid price the advertiser is willing to pay to have the advertiser’s ad served, which in turn will generate more impressions and, hopefully, increased conversions. Conversely, if a keyword or URL is not performing, bid prices might be lowered in order to not spend advertising budget on underperforming keywords or URLs.



Propel’s proprietary ad serving technologies are geared toward optimizing direct response advertiser campaigns to ensure that the desired performance criteria are generated within advertiser defined cost parameters. It is through Propel’s ad serving technologies that Propel matches advertisers with targeted audiences in a real time auction environment. Propel’s ad serving technologies determine if there are relevant keywords or URLs on the webpage that an audience member is perusing and that an advertiser or advertisers are targeting. It then evaluates the parameters for serving an ad, including the number of times an audience member has been exposed to a particular ad, the time intervals between ads, the competitive bid prices, the conversion data, time of day parameters that the advertiser has chosen to show ads and other relevant segmenting options. The ad server then decides which advertiser’s ad to serve to a particular audience member. This generally takes place in the 150 milliseconds that generally takes a webpage to load on a computer and occurs tens of millions of times per day.


Propel Media Platform is the Propel advertiser interface platform that registers campaign input parameters that drive its ad serving to carry out campaigns as defined by the advertiser. The Propel Media Platform interface allows advertisers to establish and direct what and where creative assets (ads) are to be found, the keyword, URL and geographic targets for each campaign, the bid price for each keyword and URL target, day part serving parameters, serving intervals between ad impressions, budget parameters on a daily basis and other segmenting options.


Key benefits of the platform are:


  Comprehensive – Self-serve platform, with managed account solutions
  Cost Effective – Bid Based, Cost per Click (CPC), Cost per View (CPV) and Cost Per Thousand (CPM) pricing
  Targeted Data – Capable of targeting based on a variety of attributes, such as frequency caps and time of day
  Performance Goal Oriented – Designed for direct response, performance driven advertisers and brand marketers based on defined event results
  Diverse Solutions – Interactive Advertising Bureau (IAB) standard Display and Video formats available
  Scalable – Capable of handling thousands of advertisers and billions of ad impressions monthly


The Propel Media Platform provides an easy to use self-service interface that allows for the building of customized ad campaigns with contextually targeted ads. The platform also provides performance traffic and budget management capabilities to meet key goals.


The platform is currently servicing over 1,400 advertisers. Propel solutions deliver effective results for advertisers that allow them to target and reach mass audiences with high performance results across text, display and video formats. The reporting and analytics interface allows advertisers to see campaign performance in real-time. Campaign optimization and management is all performed through the Propel Media Platform interface.


Video Offerings


In 2016, Propel focused on expanding its video offerings to existing and new advertisers on our user network (the member-based business model) and on our expanding syndication network of publishers, exchanges and marketplaces (the publisher business model).



Propel is focused on delivering a set of comprehensive solutions supported by industry leading services and a proven video advertising technology platform.


Propel’s objective is to ensure that every online advertising campaign dynamically achieves key performance metrics through brand-safe delivery to the right audience against relevant content in engaging interactive video ad formats. We believe consumers are spending more time online watching video content and advertisers are increasingly shifting budgets from television to online platforms.


Press Room

For press inquiries, please contact Ashlee Hartwig, Duluth Playhouse Marketing Director, by emailing or calling 218.733.7577.


REVIEW: ‘Salesman’ affirms its place as the great American drama

  • The set design for Death of a Salesman presents the Loman house stripped down to the studs, a rather haunting metaphor for the life of the central character in Arthur Miller’s classic American play, which opened Thursday night at the Underground. Willy Loman is mentally unstuck in time, taking refuge in his past and in his imagination as his present closes in on him. Director Robert Lee has those scenes bathed in yellow light, an appropriate choice because in retrospect, Willy sees each road not taken as inevitably being paved with gold. But Miller goes beyond Willy’s gilded memories and lays bare unbearable truths.

REVIEW: Mamma Mia! heralds NorShor’s Rebirth

  • From the moment the opening night audience for Mamma Mia! walked into the restored NorShor Theatre, I was overwhelmed by the inescapable conclusion that the Duluth Playhouse is not just another “community theater.” Long before the doors even opened, the entire run of the popular jukebox musical was sold out. Through those doors on Thursday night, there was food and drink to consume, stairways to explore, songs and speeches to hear, and to top it off, a toe-tapping show to enjoy.

REVIEW: Jungle Book a memorable first-theater experience

  • Giant shadows on the blue-lit backdrop of actors moving into place drew a lot of attention from the small fry in attendance on Saturday afternoon for the opening performance of the Theatre for Young Audiences’ production of The Jungle Book on the Depot’s main stage. When it comes to an audience buzzing with anticipation, kids absolutely rule. Then director Lacy Habdas came on stage to rev the kiddies up even more and lay down the house rules before the show started.

REVIEW: Original script adds new life to classic A Christmas Carol

  • For its last production on the Depot’s main stage, the Duluth Playhouse not only selected a timeless holiday classic, they also came up with the first original script to grace that stage in almost 20 years. A Christmas Carol opened Thursday night to an audience eager to applaud. A Christmas Carol is a well-known tale and everybody has their personal favorite version (“Mr. Magoo’s Christmas Carol” for me). With this original script, first drafted by director Jeffrey Madison, revised by Shad Olsen, and then rewritten in tandem, I was looking for what “new” things could they come up with.

REVIEW: 1984 makes its case for renewed relevance


    In the first class in Media & Society each semester we consider which dystopian novel successfully predicted the world in which we now live: George Orwell’s 1984 or Aldous Huxley’s Brave New World. The academic consensus favors Huxley, that the truth has not been replaced by lies but rather buried under a barrage of irrelevance. However, the striking production of 1984 directed by Robert Lee that opened at the Underground on Thursday night (October 5) makes a compelling case for reconsidering that verdict. Orwell’s book again became a best-seller in the wake of the inauguration, and contemporary parallels are easy to find.

REVIEW: Comedy warning: Rumors has it

  • Lately being a weatherman does not help you know which way the wind blows. Hurricane Harvey was a 3 that became a 4. Irma kept bouncing back between a 4 and a 5. Rumors, the side-splitting Neil Simon farce directed by Julie Ahasay that opened at the Duluth Playhouse on Thursday night (September 21), follows a similar pattern.

    It starts off as a tropical depression, gathers strength, hits you with a powerful stream of comedy, and just when you think you are safely in the eye of the hurricane the audience is devastated by a category 5 comic monologue.

REVIEW: Decadence has its day at Cabaret

  • Berlin. The early 1930s. Adolf Hitler’s vision of making the Fatherland great again is gaining traction. But at the Kit Kat Klub, they come to hear the music play and blithely ignore the coming storm. Cabaret remains one of the most depressing musicals ever staged. The production directed by Robert Lee that opened Thursday night (August 3) at the Underground can make you feel guilty for applauding the musical numbers while the lives of the characters are destroyed.

REVIEW: Cheers and tears await in Billy Elliot

  • Billy Elliot: The Musical will make you cheer, cry — and do both more than once. The heart and soul of this endearing Playhouse production directed by Kelly Grussendorf is Tanner Hagen in the title role. On opening night, the 12-year-old simply blew the audience away with his dancing and delivered on the singing, as well.

REVIEW: Kids can become a backyard superhero with latest Imaginarium offering at the Underground

  • What super power would you pick if you were going to be a superhero? That is just one question young and old alike will be asking themselves while watching Imaginarium: Superheroes! The final Theatre for Young Audiences production of the season opened Saturday afternoon (July 8) at the Underground.

REVIEW: What She Said offers diverse women’s voices

  • Selected from over 200 submissions, the seven one-act plays that comprise the first annual What She Said festival at the Underground offer stories that are — in order — cute, touching, intense, insane, unbelievably absurd, the opposite of boring, and an absolute comic gem.

REVIEW: Time Stands Still tackles the limitations of time to heal wounds

  • In Time Stands Still, the timely drama that opened Thursday at the Playhouse, photojournalist Sarah Goodwin (Cheryl Skafte) and writer James Dodd (John Pokrzywinski) have come home after Sarah is severely injured by a car bomb in Iraq Dealing with a near-death experience requires physical and psychological rehabilitation, but Sarah bears the burden of extra baggage because James feels immense guilt over having already gone home before she was injured.

REVIEW: The wit’s the thing in The Importance of Being Earnest

  • For years I’ve wanted somebody to put on Oscar Wilde’s The Importance of Being Earnest. With the production that opens May 18 at the Underground, we finally get to see the wittiest play in the English language in Duluth. John Worthing (Jason Scorich) has come to town to propose to Gwendolen Fairfax (Louisa Scorich), cousin of his best friend, Algernon Moncrieff (Mike Pederson). Worthing leads a double life, as the steadfast Jack caring for his young ward, Cecily Cardew (Kitara Peterson) in the country — but as his wastrel younger brother “Ernest” when in the city.

REVIEW: Adults might laugh more than kids at The Stinky Cheese Man

  • The Theatre for Young Audiences’ production of The Stinky Cheese Man and Other Fairly Stupid Tales, which opened Saturday afternoon at the Underground, does indeed take familiar fairy tales and turn them into fairly stupid tales. The result is actually a children’s show where the adults will probably end up laughing more than the kiddies.

REVIEW: La Cage will win your heart

  • Musicals are often about falling in love but rarely about being in love. La Cage aux Folles,  which opens April 20 at the Playhouse, is about the latter. There is something wonderful about seeing two people so deeply in love, and even with all the hysterical drag queens running around on stage, ultimately La Cage aux Folles is all about heart.

REVIEW: Clown Bar is giggles and groans galore

  • For the next two weekends, the Underground has been transformed into an actual Clown Bar, which makes perfect sense since the clown noir comedy Clown Bar opened there Thursday night (March 30). Patrons can purchase “insult beers” from the caustic bartender, Shotgun McGhee (Nathan Payne), and assorted drinks that you can apparently order “extra funny,” delivered by Petunia (Cheryl Skafte), a tart-tongued, bubble-blowing waitress.

REVIEW: A ruddy good time to be had at Ruddigore

  • Ruddigore combines that witch’s curse with a triple-reverse love triangle, with an abbreviated half-twist, that helps put the comic in comic operetta. Director Jeffrey Madison forgoes the overture, moving the explanation of the witches’ curse up to be the show’s prologue. This allows Christa Schulz’s Dame Hannah to delightfully go all expository all over the place.

REVIEW: Classic comedy charmingly captures a simpler time

  • Tolstoy once wrote: “Happy families are all alike; every unhappy family is unhappy in its own way.” However, he never said anything about what crazy families are like, an omission that playwrights George S. Kaufman and Moss Hart explore in the charming You Can’t Take It With You, which opened Thursday (February 9, 2017) night at the Duluth Playhouse. Today these characters are quirky but quaint, and their eccentric behavior is more endearing than embarrassing, at least until you get all of them in one room at the same time. Above all, they are just so kindhearted, which may well be what dates the play more than anything else.

REVIEW: American Idiot punk rocks the alien nation

  • When Green Day played “American Idiot” at the MTV Europe Music Awards last November, Billie Joe Armstrong changed the last line of the opening verse to “subliminal mind-Trump America.” If you get the point of that change and endorse the sentiment, then you are going to love the stage musical version of “American Idiot” that opened Thursday night at the Underground. If you are insulted by that line, then you should probably avoid this punk rock diatribe.

REVIEW: There’s a lot to dig-diggity–dig about Fantastic Mr. Fox!

  • The play adapted from Roald Dahl’s book was on the Playhouse stage, but it was also underground because when you looked straight up from your seat all you could see was brown butcher paper. That is because we were in the burrow where this family of foxes lives, which meant wide-eyed kids were walking into about the biggest set design the Playhouse can possibly pull off.

REVIEW: Joseph delivers promised bold new vision

  • This dream will do. As advertised, Joseph and the Amazing Technicolor Dreamcoat, directed and choreographed by Michael Matthew Ferrell, is far and away the most original vision of a musical to grace the Duluth Playhouse stage in the 10 years I have been paid to pontificate on local theatrical productions.

REVIEW: There’s much to ‘Hyde’ in the Underground

  • In the tarot of horror literature laid out by Stephen King, The Strange Case of Dr. Jekyll and Mr. Hyde by Robert Louis Stevenson represents the hidden beast within, whose totemic form is the werewolf. But the intriguing drama directed by Jonathan Manchester that opened Thursday night [November 10] at the Underground tells the old tale anew by revealing that the beast within is legion.

REVIEW: Playhouse cast milks big laughs from farce

  • The Duluth Playhouse once again opened its new season with a farce on Thursday night, Ray Cooney’s It Runs in the Family. Throughout the evening, director Robert Lee’s cast demonstrated an amazing ability to milk bigger laughs than what was warranted on the printed page. Really big laughs.



Final details come together for NorShor’s re-opening  (1-7-2018)

  • With less than a month until opening night, paintbrushes and canisters full of yellow paint were strewn on paint-speckled paper taped to the floor in the NorShor Theatre’s offices Sunday. The final touches of the renovated downtown Duluth theater, which first opened as the Orpheum Theater in 1910, are starting to come together. The electricity is on, the theater seats are installed, the skywalk connection is nearly complete, painting is wrapping up and rehearsals for the upcoming musical Mamma Mia! are set to begin on the stage next week.

One elf-show: Actor Luke Moravec is the dry-humored Crumpet in ‘The Santland Diaries’  (12-7-2017)

  • Luke Moravec knows a bit about the Santa-scene. The local actor has had a hand in the Christmas City Express, both as a writer and character at the annual event that combines a short train ride, a seasonal story, and a visit from Mr. Claus. So it’s no surprise he feels a kinship with an elf named Crumpet.

Ho ho ho(liday) shows: Season A&E ranges from ‘A Christmas Carol’ to Keri Novel to Gingerbread City (11-30-2017)

  • What to do when you can’t find the perfect adaptation of A Christmas Carol, one that isn’t a musical per se but has a musical element: Write your own. Jeffrey Madison, director of the Duluth Playhouse’s production of the traditional tale, has spent the past seven months creating a theatrical piece he described as a hybrid. The story rings true to Dickens but has carollers caroling, family sing-alongs, classic holiday tunes between scenes, and ethereal mood-music to introduce the ghostly figures.

Depot to celebrate 125th Anniversary (11-6-2017)

  • The Depot in downtown Duluth will host a 125th-anniversary celebration on Wednesday, featuring music, dance, and history — along with cake, punch, and champagne.

NorShor nears finish line: Final push to restore historic theater by December deadline (10-29-2017)

  • After years of planning and 16 months of construction, the renovation of Duluth’s historic NorShor Theatre is finally nearing completion. It has been a challenging project by all accounts.

    “There was an extraordinary amount of reconstruction work that was unforeseen, and we definitely hit Duluth rock, so we had to manage that,” said Rich Kiemen, senior vice president of construction for Sherman Associates, which redeveloped the building and now owns it.

Duluth actor Tanner Hagen has the singing, dancing and acting chops to carry Playhouse’s Billy Elliot (7-13-2017)

  • Here’s the thing with casting Billy Elliot: It lives and dies by its lead — a preteen boy who can dance, act, sing and carry an otherwise adult production. So when the Duluth Playhouse selected the musical for this season, the community theater’s keepers knew they would have to conduct at least a regional search for the right actor for the title role.

When play is work and work is play (4-14-2017)

  • Minnesota is a hotbed for live theater. Rumored to have more theater seats per capita than other metro areas in the U.S., the Twin Cities is at the center of the action. Three Minneapolis companies have won regional Tony Awards, Disney’s The Lion King premiered here, and August Wilson completed some of his most important works after receiving a fellowship from the Playwright’s Center in Minneapolis, premiering many of his plays with a local St. Paul company. These are some of the North Star State’s best stages.




NorShor Theatre Wrapping Up Renovations (Fox 21 Evening News – January 8, 2018)

Volunteers Helping Finish NorShor Theatre Before Feb. 1 Opening (WDIO Eyewitness News  January 7, 2018)

Wizard of Oz Auditions Bringing Play to Life (Fox 21 Evening News)

NorShor Theatre Hosts Tour, Unveils New Campaign (WDIO Eyewitness News)

NorShor Theatre Deadline Fast Approaching (Fox 21 Local News)

Iconic Musical Cabaret Hits The Underground (Good Morning Northland – WDIO)

Billy Elliot: The Musical Taps Onto the Duluth Playhouse (Good Morning Northland – WDIO)


Young Actors Prepare for Disney Classic (Fox 21 Local News)

Disney’s The Lion King Jr comes to Life on Playhouse Children’s Theatre Stage (Good Morning Northland – WDIO)

Sneak Peak Of Joseph And The Amazing Technicolor Dreamcoat From The Duluth Playhouse ( Visits the Set of It Runs in the Family at the Duluth Playhouse (



Innovative Duluth: A special report on how the North Shore city is revitalizing itself (Twin Cities Business)

  • There’s a slogan Duluth’s Lincoln Park neighbourhood uses to brand its revitalized commercial district: “Crafting Something Great.” And in a sense, it’s a phrase that could describe ambitious efforts happening throughout the city. Located just west of downtown, Lincoln Park was a solid working-class neighbourhood during Duluth’s industrial heyday, but as heavy industry began to disappear in the 1970s, the neighbourhood fell into economic decline.

NorShor Theatre Renovations Coming Along  (Fox 21 News)

  • It’s been 18 months since the major renovations began at the historic Norshor Theatre in downtown Duluth. About 50 people got an update and went on a tour to see how the project is coming along. The restored venue underwent a top to bottom makeover.

Take In a Show at the Duluth Playhouse (Minnesota Bed & Breakfast Association)

  • We tend to focus most of our time on the incredible variety of outdoor activities there are to do here and for good reason. Duluth has been listed as one of the Best Towns Ever by Outside Magazine and is a popular destination for those seeking adventure.  This winter, join us for some incredible skiing at local mountains or hit some of the cross country or snowmobile trails around Duluth.  The days aren’t hard to fill with activity after activity, but what about the evenings?  Did you know there’s another side to Duluth, too?

‘Take a seat’ at the NorShor Theatre (Duluth News Tribune)

  • You can show your support for efforts to renovate Duluth’s iconic NorShor Theatre as part of the “Take a Seat” campaign launched by the Duluth Playhouse Wednesday. Contribute $1,000, and have a metal plate engraved to your specifications attached to a seat of your choice inside the theater. In all, 630 seats are available and will be assigned on a first-come, first-served basis to supporters.

NorShor nears finish line: Final push to restore historic theater by December deadline (Duluth News Tribune)

  • After years of planning and 16 months of construction, the renovation of Duluth’s historic NorShor Theatre is finally nearing completion. It has been a challenging project by all accounts.

    “There was an extraordinary amount of reconstruction work that was unforeseen, and we definitely hit Duluth rock, so we had to manage that,” said Rich Kiemen, senior vice president of construction for Sherman Associates, which redeveloped the building and now owns it.

Duluth prepares to expand skywalk (Duluth News Tribune)

  • A key new link now under consideration could unify and expand Duluth’s skywalk system. A resolution headed to the Duluth Economic Development Authority Wednesday would authorize the conceptual design of a new segment of skywalk stretching eastward from the Technology Village building, through the 100 block of East Superior Street — including Fond Du-Luth Casino — and then across Second Avenue East to the Temple Opera building and the adjoining NorShor Theatre.


Read more NorShor Theatre headlines at



  • This March the Duluth Playhouse Children’s Theater ran Disney’s The Lion King Jr! The 16 performances sold out before the show even opened. “That may have to do more with the reputation of The Lion King,” humbly admitted Kate Horvath, the play’s director, “than the fact that we are awesome.”

The 10 Best Place for Live Theater in Minnesota! (4-9-2017)


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