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Townsquare Reports Strong Improvement In Q3 2020 Powered By Digital Revenue, Growing +7% Year Over Year And Representing 44% Of Total Q3 Net Revenue

Townsquare Interactive Q3 Net Subscription Revenue Increased 14.5%

1,150 Q3 Net Subscriber Additions Marks 10th Consecutive Quarter of 850 (or more) Net Subscriber Additions at Townsquare Interactive Ending the Quarter with 21,900 Monthly Subscribers

Townsquare Media, Inc.

News provided by

Townsquare Media, Inc.

Nov 09, 2020, 06:00 ET

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PURCHASE, N.Y., Nov. 9, 2020 /PRNewswire/ -- Townsquare Media, Inc. (NYSE: TSQ) ("Townsquare," the "Company," "we," "us," or "our") announced today results for the third quarter ended September 30, 2020.

"I am proud to share with you today that Townsquare's third quarter results exceeded our expectations, driven by sequential net revenue improvement throughout the quarter as our business continued to accelerate despite the impact of the COVID-19 pandemic.  Third quarter net revenue improved to a decline of -15.3%, as compared to the third quarter of the prior year, which was up from a decline of -34.5% in the second quarter.  This translated to a strong increase in Adjusted EBITDA from $2.1 million in the second quarter to $17.5 million in the third quarter.  Our better than anticipated third quarter results were due to gains in both our Townsquare Interactive and Advertising segments," commented Bill Wilson, Chief Executive Officer of Townsquare.  "Townsquare Interactive, our digital marketing subscription business, has delivered net subscription revenue and subscriber growth each and every month of 2020, demonstrating its recession-resistant characteristics and proving to be valuable and a tremendous resource to local businesses. In the third quarter, Townsquare Interactive's net revenue increased 14.5% over the prior year period, at an Adjusted Operating Income margin in excess of 30%, and added approximately 1,150 net subscribers, marking the 10th consecutive quarter of 850 (or more) net subscriber additions and the most quarterly net subscriber adds in nearly six years.  Townsquare Interactive generated $5.5 million and $15.2 million of Adjusted Operating Income in the three and nine months ended September 30, 2020, respectively."

Mr. Wilson added, "Improvement across our Advertising segment was broad based, as revenue declines improved from -37.5% in the second quarter to -17.2% in the third quarter, each as compared to the prior year.  Broadcast advertising net revenue sequentially improved throughout the quarter, with and without political revenue, and digital advertising net revenue returned to growth in the third quarter, driven by positive net revenue growth from Townsquare Ignite (+10% year over year), our digital programmatic advertising solution, and AMPED (+9% year over year), advertising revenue associated with our owned and operated local websites.  In total, our digital net revenue exceeded 44% of our total net revenue in Q3 2020, and we remain confident that Townsquare Interactive and Townsquare Ignite will each generate $100 million of annual net revenue in two to three years."

Mr. Wilson concluded, "The strong cash generation abilities of our assets and our careful expense management allowed us to generate $9.1 million of cash in the third quarter despite revenue declines, compared to the prior year, enhancing our strong liquidity position of $79.1 million of cash at the end of the third quarter. We will continue to carefully manage our expenses as we have throughout the pandemic with the goal of balancing cost reductions without sacrificing long-term growth.  Although 2020 has been a challenging year, we are proud that we did not need to alter our core strategy.  Rather, we believe the pandemic has allowed us to separate from our local media peers by placing a spotlight on the success of our strategy.  Our focus on underserved small and mid-sized local markets, our investment and commitment to our "Local First" strategy, and our investment in world class personnel, technology and infrastructure that allowed us to build a strong digital platform with best of breed products, services and solutions that contributes 44% of our total revenue, have all contributed to our ability to mitigate revenue declines and manage quite effectively through this downturn. We believe these actions will position Townsquare to quickly emerge from this crisis and return to our market leading performance quickly once this crisis abates."

Third Quarter Highlights*

  • As compared to the third quarter of 2019:
    • Net revenue decreased 15.3%, and 18.8% excluding political revenue
    • Net income decreased $6.0 million to net income of $1.3 million
    • Adjusted EBITDA decreased 37.8% to $17.5 million
    • Townsquare Interactive net subscription revenue increased 14.5% to $18.2 million
    • Townsquare Interactive Adjusted Operating Income increased 9.8% to $5.5 million
    • Advertising net revenue decreased 17.2% and 21.4% excluding political revenue
    • Live Events net revenue decreased 98.2%
  • Diluted income per share from continuing operations was $0.03, and Adjusted Net Income per diluted share was $0.12
  • Townsquare Interactive added approximately 1,150 net subscribers, ending the quarter with approximately 21,900 subscribers

Year to Date Highlights*

  • As compared to the nine months September 30, 2019:
    • Pro forma net revenue decreased 17.5%, and 19.2% excluding political revenue
    • Pro forma net loss increased $97.4 million to a net loss of $85.1 million
    • Pro forma Adjusted EBITDA decreased 54.5% to $35.1 million
    • Net revenue decreased 17.7% and 19.4% excluding political revenue
    • Net loss increased $97.7 million to a net loss of $85.1 million
    • Adjusted EBITDA decreased 54.7%
    • Townsquare Interactive net subscription revenue increased 13.7% to $51.6 million
    • Townsquare Interactive Adjusted Operating Income increased 5.5% to $15.2 million
    • Advertising net revenue decreased 19.4% and 21.5% excluding political revenue
    • Live Events net revenue decreased 83.6%
    • Pro forma Live Events net revenue decreased 82.8%
  • Repurchased $4.7 million of our 2023 Unsecured Senior Notes at a market price below par, plus accrued interest
  • Repaid $9.9 million of our Term Loans due 2022

*See below for discussion of non-GAAP measures. As used in this release, the term "pro forma" means pro forma for the divestiture of our Arizona Bridal Shows business (consisting of two expositions) on March 18, 2019, giving effect to such divestitures as if they had occurred on January 1, 2019.

Segment Reporting
We have three reportable operating segments, Advertising, which includes broadcast and digital advertising products and solutions, Townsquare Interactive, our digital marketing solutions subscription business and Live Events, which is comprised of the Company's live events, including concerts, expositions and other experiential events.

Quarter Ended September 30, 2020 Compared to the Quarter Ended September 30, 2019

Net Revenue
Net revenue for the quarter ended September 30, 2020 decreased $17.2 million, or 15.3%, to $95.4 million, as compared to $112.6 million in the same period last year. Townsquare Interactive net subscription revenue increased $2.3 million, or 14.5%, to $18.2 million, Advertising net revenue decreased $16.0 million, or 17.2%, to $77.1 million, and Live Events net revenue decreased $3.5 million, or 98.2%, to $0.1 million, each as compared to the same period last year.  Excluding political revenue, net revenue decreased $21.0 million, or 18.8%, to $90.9 million, and Advertising net revenue decreased $19.8 million, or 21.4%, to $72.7 million.

Adjusted EBITDA
Adjusted EBITDA for the quarter ended September 30, 2020 decreased $10.6 million, or 37.8% to $17.5 million, as compared to $28.1 million in the same period last year. Adjusted EBITDA (Excluding Political) decreased $13.9 million, or 50.3%, to $13.7 million, as compared to $27.6 million in the same period last year.

Net Income
Net income for the quarter ended September 30, 2020 decreased $6.0 million to $1.3 million, as compared to net income of $7.3 million in the same period last year. Net income from continuing operations decreased $7.2 million to net income of $1.3 million, as compared to net income from continuing operations of $8.5 million in the same period last year.

Nine Months Ended September 30, 2020 Compared to the Nine Months Ended September 30, 2019

Net Revenue
Net revenue for the nine months ended September 30, 2020 decreased $56.5 million, or 17.7%, to $262.8 million, as compared to $319.3 million in the same period last year. Townsquare Interactive net subscription revenue increased $6.2 million, or 13.7%, to $51.6 million, Advertising net revenue decreased $50.1 million, or 19.4%, to $208.8 million, and Live Events net revenue decreased $12.6 million, or 83.6%, to $2.5 million, each as compared to the same period last year. Excluding political revenue, net revenue decreased $61.7 million, or 19.4%, to $256.2 million, and Advertising net revenue decreased $55.3 million, or 21.5%, to $202.1 million.

Pro forma net revenue for the nine months ended September 30, 2020 decreased $55.8 million, or 17.5%, to $262.8 million, as compared to $318.6 million in the same period last year. Pro forma Townsquare Interactive net subscription revenue increased $6.2 million, or 13.7%, to $51.6 million, pro forma Advertising net revenue decreased $50.1 million, or 19.4%, to $208.8 million, and pro forma Live Events net revenue decreased $11.9 million, or 82.8% to $2.5 million, each as compared to the same period last year. Excluding political revenue, pro forma net revenue decreased $61.0 million, or 19.2%, to $256.2 million, and pro forma Advertising net revenue decreased $55.3 million, or 21.5%, to $202.1 million.

Adjusted EBITDA
Adjusted EBITDA for the nine months ended September 30, 2020 decreased $42.4 million, or 54.7% to $35.1 million, as compared to $77.5 million in the same period last year. Adjusted EBITDA (Excluding Political) decreased $46.8 million, or 61.4%, to $29.4 million, as compared to $76.2 million in the same period last year.

Pro forma Adjusted EBITDA for the nine months ended September 30, 2020 decreased $42.0 million, or 54.5%, to $35.1 million, as compared to $77.1 million in the same period last year. Pro forma Adjusted EBITDA (Excluding Political) decreased $46.5 million, or 61.2%, to $29.4 million, as compared to $75.9 million in the same period last year.

Net Loss
Net loss for the nine months ended September 30, 2020 increased $97.7 million to a net loss of $85.1 million, as compared to net income of $12.6 million in the same period last year. Net loss from continuing operations increased $105.8 million to a net loss of $85.1 million, as compared to net income from continuing operations of $20.7 million in the same period last year.

Pro forma net loss for the nine months ended September 30, 2020 increased $97.4 million to a net loss of $85.1 million, as compared to net income of $12.3 million in the same period last year.

Liquidity and Capital Resources
As of September 30, 2020, we had a total of $79.1 million of cash on hand and $50.0 million of available borrowing capacity under our revolving credit facility.  As of September 30, 2020, we had $545.8 million of outstanding indebtedness, representing 9.1x and 7.8x gross and net leverage, respectively, based on Adjusted EBITDA for the trailing twelve months ended September 30, 2020 of $60.0 million.

The table below presents a summary, as of November 6, 2020, of our outstanding common stock, and securities convertible into common stock, excluding options issued under our 2014 Omnibus Incentive Plan.

Security1


Number Outstanding


Description

Class A common stock


14,330,220



One vote per share.

Class B common stock


3,011,634



10 votes per share.2

Class C common stock


1,636,341



No votes.2

Warrants


8,977,676



Each warrant is exercisable for one share of Class A common stock, at an exercise price of $0.0001 per share. The aggregate exercise price for all warrants currently outstanding is $898.3

Total


27,955,871





1 Each of the shares of common stock, including the shares of Class A common stock issuable upon exercise of the warrants, have equal economic rights.

2 Each share converts into one share of Class A common stock upon transfer or at the option of the holder, subject to certain conditions, including compliance with FCC rules.

3 The warrants are fully vested and exercisable for shares of Class A common stock, subject to certain conditions, including compliance with FCC rules.









Conference Call
Townsquare Media, Inc. will host a conference call to discuss certain third quarter 2020 financial results on Monday, November 9, 2020 at 8:00 a.m. Eastern Time. The conference call dial-in number is 1-877-407-0784 (U.S. & Canada) or 1-201-689-8560 (International) and the confirmation code is 13712016. A live webcast of the conference call will also be available on the equity investor relations page of the Company's website at www.townsquaremedia.com.

A replay of the conference call will be available through November 16, 2020. To access the replay, please dial 1-844-512-2921 (U.S. and Canada) or 1-412-317-6671 (International) and enter confirmation code 13712016. A web-based archive of the conference call will also be available at the above website.

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 322 radio stations and more than 330 local websites in 67 U.S. markets, a digital marketing solutions company (Townsquare Interactive) serving approximately 21,900 small to medium sized businesses, a proprietary digital programmatic advertising platform (Townsquare Ignite) and numerous 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.

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 often 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," "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 statement. 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 have a material impact on our business and financial results include, but are not limited to, general economic conditions in the United States, or in the specific markets in which we currently do business, industry conditions, legislative or regulatory requirements, the continuation or worsening of the effects from the COVID-19 pandemic, its scope, duration and impact on our business, financial results, cash flows and liquidity, as well as the impact on our clients and customers, the success of our mitigation efforts in response to the COVID-19 pandemic, our performance in any recovery from the COVID-19 pandemic, any civil unrest, violence or continuing uncertainty in connection with the 2020 election cycle, the performance of financial and credit markets, our ability to comply with the covenants and obligations under our outstanding debt, including meeting required payments of principal and interest, our ability to access debt or equity capital on attractive terms or at all, potential downgrades to our credit ratings, and certain other events, including future disease outbreaks and pandemics. See "Risk Factors" and "Forward-Looking Statements" included in our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on June 9, 2020, and subsequent filings with the SEC, for a discussion of additional factors that could cause our actual results to differ from those expressed or implied by forward-looking statements. Townsquare Media, Inc. assumes no responsibility to update any forward-looking statement as a result of new information, future events or otherwise.

Non-GAAP Financial Measures and Definitions
In this press release, we refer to Adjusted Operating Income, Adjusted EBITDA,  Adjusted EBITDA (Excluding Political), Adjusted Net Income and Adjusted Net Income Per Share which are financial measures that have not been prepared in accordance with generally accepted accounting principles in the United States ("GAAP").

We define Adjusted Operating Income as operating income before the deduction of depreciation and amortization, stock-based compensation, corporate expenses, transaction costs, business realignment costs, impairment of goodwill, long-lived and intangible assets and net loss (gain) on sale and retirement of assets. We define Adjusted EBITDA as net income (loss) before the deduction of income taxes, interest expense, net, repurchase of debt, transaction costs, depreciation and amortization, stock-based compensation, business realignment costs, impairment of goodwill, long-lived and intangible assets, impairment of investments, net (income) loss from discontinued operations, net of income taxes, net (loss) gain on sale and retirement of assets and other expense (income) net. We define Adjusted EBITDA (Excluding Political) as Adjusted EBITDA less political net revenue, net of a fifteen percent deduction to account for estimated national representative firm fees, music licensing fees and sales commissions expense. Adjusted Net Income is defined as net income (loss) before the deduction of transaction costs, business realignment costs, impairment of intangible and long-lived assets, net loss (gain) on sale and retirement of assets, gain on repurchase of debt and insurance recoveries, net income attributable to non-controlling interest, net of income taxes, and net loss from discontinued operations, net of income taxes.  Adjusted Net Income Per Share is defined as Adjusted Net Income divided by the weighted average shares outstanding. We define Net Leverage as our total outstanding indebtedness, net of our total cash balance as of September 30, 2020, divided by our Adjusted EBITDA for the twelve months ended September 30, 2020. These measures do not represent, and should not be considered as alternatives to or superior to, financial results and measures determined or calculated in accordance with GAAP. In addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or principles. You should be aware that in the future we may incur expenses or charges that are the same as or similar to some of the adjustments in the presentation, and we do not infer that our future results will be unaffected by unusual or non-recurring items. In addition, these non-GAAP measures may not be comparable to similarly-named measures reported by other companies. Where we use the term "pro forma", it refers to pro forma financial information for our disposal of our Arizona Bridal Show business, as if the sale occurred on January 1, 2019.

We use Adjusted Operating Income to evaluate the operating performance of our business segments. We use Adjusted EBITDA and Adjusted EBITDA (Excluding Political) to facilitate company-to-company operating performance comparisons by backing out potential differences caused by variations in capital structures (affecting interest expense), taxation and the age and book depreciation of facilities and equipment (affecting relative depreciation expense), which may vary for different companies for reasons unrelated to operating performance, and to facilitate year over year comparisons, by backing out the impact of political revenue which varies depending on the election cycle and may be unrelated to operating performance. We use Adjusted Net Income and Adjusted Net Income Per Share to assess total company operating performance on a consistent basis. We use Net Leverage to measure the Company's ability to handle its debt burden. We believe that these measures, when considered together with our GAAP financial results, provide management and investors with a more complete understanding of our business operating results, including underlying trends, by excluding the effects of transaction costs, net (loss) gain on sale and retirement of assets, business realignment costs, certain impairments, and net income (loss) from discontinued operations. Further, while discretionary bonuses for members of management are not determined with reference to specific targets, our board of directors may consider Adjusted Operating Income, Adjusted EBITDA, Adjusted EBITDA (Excluding Political), Adjusted Net Income, Adjusted Net Income Per Share and Net Leverage when determining discretionary bonuses.

Investor Relations
Claire Yenicay
(203) 900-5555
[email protected]

TOWNSQUARE MEDIA, INC.

CONSOLIDATED BALANCE SHEETS

(in Thousands, Except Share and Per Share Data)

(unaudited)



September 30,
2020


December 31,
2019

ASSETS




Current assets:




Cash and cash equivalents

$

79,112



$

84,667


Accounts receivable, net of allowance of $3,632 and $2,604, respectively  

54,235



67,463


Prepaid expenses and other current assets  

10,432



9,241


Total current assets  

143,779



161,371


Property and equipment, net  

112,314



114,142


Intangible assets, net  

281,078



388,029


Goodwill  

157,947



157,947


Investments  

10,975



8,275


Operating lease right-of-use assets

49,185



49,503


Restricted cash

494



494


Other assets  

1,395



638


Total assets  

$

757,167



$

880,399


LIABILITIES AND STOCKHOLDERS' EQUITY




Current liabilities:




Accounts payable  

$

13,292



$

14,790


Current portion of long-term debt  

—



9,929


Deferred revenue  

9,169



8,086


Accrued compensation and benefits

12,038



10,714


Accrued expenses and other current liabilities  

14,668



15,358


Operating lease liabilities, current

7,542



7,690


Financing lease liabilities, current

62



17


Accrued interest  

10,762



4,558


Liabilities of discontinued operations

33



423


Total current liabilities

67,566



71,565


Long-term debt, less current portion (net of deferred finance costs of $2,718 and $3,840, respectively)  

543,079



546,711


Deferred tax liability

944



34,347


Operating lease liability, net of current portion

45,342



44,957


Financing lease liabilities, net of current portion

137



31


Other long-term liabilities  

4,354



352


Total liabilities  

661,422



697,963


Stockholders' equity:




Class A common stock, par value $0.01 per share; 300,000,000 shares authorized; 14,330,220 and 14,314,092 shares issued and outstanding, respectively

143



143


Class B common stock, par value $0.01 per share; 50,000,000 shares authorized; 3,011,634 shares issued and outstanding

30



30


Class C common stock, par value $0.01 per share; 50,000,000 shares authorized; 1,636,341 shares issued and outstanding

17



17


    Total common stock

190



190


    Additional paid-in capital

369,200



367,540


    Accumulated deficit

(276,669)



(188,034)


    Non-controlling interest  

3,024



2,740


Total stockholders' equity  

95,745



182,436


Total liabilities and stockholders' equity  

$

757,167



$

880,399


TOWNSQUARE MEDIA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in Thousands, Except Per Share Data)

(unaudited)



Three Months Ended 
 September 30,


Nine Months Ended 
 September 30,


2020


2019


2020

2019








Net revenue

$

95,356



$

112,561



$

262,844


$

319,331


Operating costs and expenses:







Direct operating expenses

71,088



77,239



207,046


221,597


Depreciation and amortization

5,248



7,098



15,293


20,091


Corporate expenses

6,764



7,173



20,724


20,280


Stock-based compensation

430



532



1,611


2,068


Transaction costs

384



193



2,624


469


Business realignment costs

472



—



2,639


165


Impairment of intangible and long-lived assets

1,343



—



109,058


231


Net loss on sale and retirement of assets

92



143



80


141


    Total operating costs and expenses

85,821



92,378



359,075


265,042


    Operating income (loss)

9,535



20,183



(96,231)


54,289


Other expense:







Interest expense, net

7,692



8,524



23,713


25,645


Gain on repurchase of debt

—



—



(1,159)


—


Other expense (income), net

81



108



(653)


178


    Income (loss) from continuing operations before income taxes

1,762



11,551



(118,132)


28,466


Provision (benefit) for income taxes

451



3,049



(33,044)


7,729


Net income (loss) from continuing operations

1,311



8,502



(85,088)


20,737


Net loss from discontinued operations, net of income taxes

—



(1,234)



—


(8,112)


Net income (loss)

$

1,311



$

7,268



$

(85,088)


$

12,625


Net income (loss) attributable to:







     Controlling interests

$

795



$

6,711



$

(86,537)


$

11,128


     Non-controlling interests

$

516



$

557



$

1,449


$

1,497


Basic income (loss) per share:







    Continuing operations attributable to common shares

$

0.03



$

0.29



$

(4.68)


0.70


    Continuing operations attributable to participating shares

$

0.03



$

0.29



$

0.08


0.70


    Discontinued operations attributable to common shares

$

—



$

(0.04)



$

—


(0.29)


    Discontinued operations attributable to participating shares

$

—



$

(0.04)



$

—


(0.29)


Diluted income (loss) per share:







    Continuing operations

$

0.03



$

0.29



$

(4.68)


$

0.70


    Discontinued operations

$

—



$

(0.04)



$

—


$

(0.29)


Weighted average shares outstanding:







     Basic attributable to common shares

18,683



18,602



18,627


18,532


     Basic attributable to participating shares

8,978



8,978



8,978


8,978


     Diluted

27,668



27,581



27,605


27,510


Cash dividend declared per share

$

—



$

0.075



$

0.075


$

0.225


TOWNSQUARE MEDIA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in Thousands)

(unaudited)



Nine Months Ended 
 September 30,


2020


2019

Cash flows from operating activities:




Net (loss) income

$

(85,088)



$

12,625


Loss from discontinued operations

—



(8,112)


(Loss) income from continuing operations

(85,088)



20,737


Adjustments to reconcile (loss) income from continuing operations to net cash flows from operating activities:




   Depreciation and amortization

15,293



20,091


   Amortization of deferred financing costs

1,173



1,036


   Net deferred taxes and other

(33,403)



7,729


   Provision for doubtful accounts

3,470



1,589


   Stock-based compensation expense

1,611



2,068


   Gain on repurchase of notes

(1,159)



—


   Gain on insurance recoveries

(1,206)



—


   Trade activity, net

(6,550)



(8,243)


   Write-off of deferred financing cost

79



7


   Impairment of intangible and long-lived assets

109,058



231


   Net loss on sale of assets

80



141


   Other

6



—


Changes in assets and liabilities, net of acquisitions:




   Accounts receivable

9,397



(4,609)


   Prepaid expenses and other assets

6,813



5,105


   Accounts payable

(3,103)



(1)


   Accrued expenses

10,391



(12,430)


   Accrued interest

6,204



4,517


   Other long-term liabilities

(9,228)



(6,147)


Net cash provided by operating activities - continuing operations 

23,838



31,821


Net cash used in operating activities - discontinued operations 

(390)



(6,418)


Net cash provided by operating activities

23,448



25,403






Cash flows from investing activities:




   Purchase of property and equipment

(11,254)



(14,545)


   Purchase of investment

(400)



—


   Proceeds from insurance recoveries

1,313



—


   Payments for acquisitions, net of cash acquired

—



(711)


   Proceeds from sale of assets

212



313


Net cash used in investing activities - continuing operations  

(10,129)



(14,943)


Net cash provided by investing activities - discontinued operations  

—



11,093


Net cash used in investing activities

(10,129)



(3,850)






Cash flows from financing activities:




   Repayment of term loans

(9,951)



—


   Borrowings under the revolving credit facility

50,000



—


   Repayment of borrowings under the revolving credit facility

(50,000)



—


   Dividend payments

(4,201)



(6,208)


   Repurchase of notes

(3,573)



—


   Proceeds from stock options exercised

49



—


   Sale of noncontrolling interest

—



1,500


   Cash distribution to noncontrolling interests

(1,164)



(2,582)


   Deferred financing cost

—



(571)


   Repayments of capitalized obligations

(34)



(16)


Net cash used in financing activities

(18,874)



(7,877)






  Cash and cash equivalents and restricted cash:




        Net (decrease) increase in cash and cash equivalents and restricted cash

(5,555)



13,676


        Beginning of period

85,161



61,396


        End of period

$

79,606



$

75,072


TOWNSQUARE MEDIA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(in Thousands)

(unaudited)



Nine Months Ended 
 September 30,


2020


2019

Supplemental Disclosure of Cash Flow Information:




   Cash payments:




Interest  

$

16,780



$

20,916


Income taxes  

1,311



715






Supplemental Disclosure of Non-cash Activities:




Dividends declared, but not paid during the period

$

22



$

2,153


Investments acquired in exchange for advertising

2,300



2,000


Accrued capital expenditures

826



977


Deferred payment for software licenses

853


—






Supplemental Disclosure of Cash Flow Information relating to Leases:




Cash paid for amounts included in the measurement of lease liabilities:




Operating cash flows from operating leases

$

8,236



$

8,825


Right-of-use assets obtained in exchange for lease obligations:




Operating leases

$

9,416



$

4,509






Reconciliation of cash, cash equivalents and restricted cash




Cash and cash equivalents

$

79,112



$

74,189


Restricted cash

494



883



$

79,606



$

75,072


TOWNSQUARE MEDIA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS BY SEGMENT

(in Thousands, Except Per Share Data)

(unaudited)



Three Months Ended 
 September 30,




Nine Months Ended 
 September 30,




2020


2019


% Change


2020


2019


% Change

Advertising net revenue

$

77,109



$

93,086



(17.2)

%


$

208,780



$

258,884



(19.4)

%

Townsquare Interactive net revenue

18,181



15,880



14.5

%


51,595



45,376



13.7

%

Live Events net revenue

66



3,595



(98.2)

%


2,469



15,071



(83.6)

%

Net revenue

95,356



112,561



(15.3)

%


262,844



319,331



(17.7)

%

Advertising direct operating expenses

58,235



63,048



(7.6)

%


168,527



178,697



(5.7)

%

Townsquare Interactive direct operating expenses

12,694



10,882



16.7

%


36,414



30,983



17.5

%

Live Events direct operating expenses

159



3,309



(95.2)

%


2,105



11,917



(82.3)

%

Direct operating expenses

71,088



77,239



(8.0)

%


207,046



221,597



(6.6)

%

Depreciation and amortization

5,248



7,098



(26.1)

%


15,293



20,091



(23.9)

%

Corporate expenses

6,764



7,173



(5.7)

%


20,724



20,280



2.2

%

Stock-based compensation

430



532



(19.2)

%


1,611



2,068



(22.1)

%

Transaction costs

384



193



99.0

%


2,624



469



**

Business realignment costs

472



—



**


2,639



165



**

Impairment of intangible and long-lived assets

1,343



—



**


109,058



231



**

Net loss on sale and retirement of assets

92



143



(35.7)

%


80



141



(43.3)

%

    Total operating costs and expenses

85,821



92,378



(7.1)

%


359,075



265,042



35.5

%

    Operating income (loss)

9,535



20,183



(52.8)

%


(96,231)



54,289



**

Other expense:












Interest expense, net

7,692



8,524



(9.8)

%


23,713



25,645



(7.5)

%

Gain on repurchase of debt

—



—



**


(1,159)



—



**

Other expense (income), net

81



108



(25.0)

%


(653)



178



**

    Income (loss) from continuing operations before income taxes

1,762



11,551



(84.7)

%


(118,132)



28,466



**

 Provision (benefit) for income taxes

451



3,049



(85.2)

%


(33,044)



7,729



**

Net income (loss) from continuing operations

1,311



8,502



(84.6)

%


(85,088)



20,737



**

Net loss from discontinued operations, net of income taxes

—



(1,234)



**


—



(8,112)



**

Net income (loss)

$

1,311



$

7,268



(82.0)

%


$

(85,088)



$

12,625



**


** not meaningful

The following table presents net revenue and Adjusted Operating Income by segment, for the three and nine months ended September 30, 2020, and 2019, respectively (in thousands):


Actual


Three Months Ended
September 30,


Nine Months Ended 
 September 30,


2020


2019


2020


2019

Advertising net revenue

$

77,109



$

93,086



$

208,780



$

258,884


Townsquare Interactive net revenue

18,181



15,880



51,595



45,376


Live Events net revenue

66



3,595



2,469



15,071


Net revenue

$

95,356



$

112,561



$

262,844



$

319,331


Advertising Adjusted Operating Income

18,874



30,038



40,253



80,187


Townsquare Interactive Adjusted Operating Income

5,487



4,998



15,181



14,393


Live Events Adjusted Operating (Loss) Income

(93)



286



364



3,154


Adjusted Operating Income

$

24,268



$

35,322



$

55,798



$

97,734


The following table presents on a pro forma basis, net revenue and Adjusted Operating Income by segment for the three and nine months ended September 30, 2020, and 2019, respectively (in thousands):


Pro Forma


Three Months Ended
September 30,


Nine Months Ended 
 September 30,


2020


2019


2020


2019

Advertising net revenue

$

77,109



$

93,086



$

208,780



$

258,884


Townsquare Interactive net revenue

18,181



15,880



51,595



45,376


Live Events net revenue

66



3,595



2,469



14,345


Net revenue

$

95,356



$

112,561



$

262,844



$

318,605


Advertising Adjusted Operating Income

18,874



30,038



40,253



80,187


Townsquare Interactive Adjusted Operating Income

5,487



4,998



15,181



14,393


Live Events Adjusted Operating (Loss) Income

(93)



286



364



2,800


Adjusted Operating Income

$

24,268



$

35,322



$

55,798



$

97,380


The following table reconciles Net revenue to Net revenue, excluding political revenue on a GAAP basis by segment for the three and nine months ended September 30, 2020 and 2019, respectively (in thousands):


Actual


Three Months Ended
September 30,




Nine Months Ended 
 September 30,




2020


2019


%Change


2020


2019


%Change

Advertising net revenue

$

77,109



$

93,086



(17.2)

%


$

208,780



$

258,884



(19.4)

%

Townsquare Interactive net revenue

18,181



15,880



14.5

%


51,595



45,376



13.7

%

Live Events net revenue

66



3,595



(98.2)

%


2,469



15,071



(83.6)

%

Net revenue

$

95,356



$

112,561



(15.3)

%


$

262,844



$

319,331



(17.7)

%




66000


3595000







Advertising political revenue

$

4,450



$

628



608.6

%


$

6,664



$

1,432



365.4

%

Townsquare Interactive political revenue

—



—



—

%


—



—



—

%

Live Events political revenue

—



—



—

%


—



—



—

%

Political revenue

$

4,450



$

628



608.6

%


$

6,664



$

1,432



365.4

%













Advertising net revenue (ex. political)

$

72,659



$

92,458



(21.4)

%


$

202,116



$

257,452



(21.5)

%

Townsquare Interactive net revenue (ex. political)

18,181



15,880



14.5

%


51,595



45,376



13.7

%

Live Events net revenue (ex. political)

66



3,595



(98.2)

%


2,469



15,071



(83.6)

%

Net revenue (ex. political)

$

90,906



$

111,933



(18.8)

%


$

256,180



$

317,899



(19.4)

%

The following table reconciles Net revenue to Net revenue, excluding political revenue on a pro forma basis by segment for the three and nine months ended September 30, 2020 and 2019, respectively (in thousands):


Pro Forma


Three Months Ended
September 30,




Nine Months Ended 
 September 30,




2020


2019


%Change


2020


2019


%Change

Advertising net revenue

$

77,109



$

93,086



(17.2)

%


$

208,780



$

258,884



(19.4)

%

Townsquare Interactive net revenue

18,181



15,880



14.5

%


51,595



45,376



13.7

%

Live Events net revenue

66



3,595



(98.2)

%


2,469



14,345



(82.8)

%

Net revenue

$

95,356



$

112,561



(15.3)

%


$

262,844



$

318,605



(17.5)

%













Advertising political revenue

$

4,450



$

628



608.6

%


$

6,664



$

1,432



365.4

%

Townsquare Interactive political revenue

—



—



—

%


—



—



—

%

Live Events political revenue

—



—



—

%


—



—



—

%

Political revenue

$

4,450



$

628



608.6

%


$

6,664



$

1,432



365.4

%













Advertising net revenue (ex. political)

$

72,659



$

92,458



(21.4)

%


$

202,116



$

257,452



(21.5)

%

Townsquare Interactive net revenue (ex. political)

18,181



15,880



14.5

%


51,595



45,376



13.7

%

Live Events net revenue (ex. political)

66



3,595



(98.2)

%


2,469



14,345



(82.8)

%

Net revenue (ex. political)

$

90,906



$

111,933



(18.8)

%


$

256,180



$

317,173



(19.2)

%

The following table reconciles on a GAAP basis net (loss) income, the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted Net Income for the three and nine months ended September 30, 2020, and 2019, respectively (in thousands, except per share data):


Three Months Ended 
 September 30,


Nine Months Ended 
 September 30,


2020


2019


2020


2019

Net income (loss)

$

1,311



$

7,268



$

(85,088)



$

12,625


Net loss from discontinued operations, net of income taxes

—



(1,234)



—



(8,112)


Net income (loss) from continuing operations

1,311



8,502



(85,088)



20,737


 Provision (benefit) for income taxes

451



3,049



(33,044)



7,729


Net income (loss) from continuing operations before income taxes

1,762



11,551



(118,132)



28,466


Transaction costs

384



193



2,624



469


Business realignment costs

472



—



2,639



165


Impairment of intangible and long-lived assets

1,343



—



109,058



231


Net loss on sale and retirement of assets

92



143



80



141


Gain on repurchase of debt

—



—



(1,159)



—


Gain on insurance recoveries

(141)



—



(1,206)



—


Net income attributable to non-controlling interest, net of income taxes

516



557



1,449



1,497


Adjusted net income (loss) before income taxes

4,428



12,444



(4,647)



30,969


   Provision (benefit) for income taxes

1,134



3,285



(1,300)



8,408


Adjusted Net Income (Loss)

$

3,294



$

9,159



$

(3,347)



$

22,561










Adjusted Net Income (Loss) Per Share:








   Basic

$

0.18



$

0.49



$

(0.18)



$

1.22


   Diluted

$

0.12



$

0.33



$

(0.18)



$

0.82










Weighted average shares outstanding:








     Basic

18,683



18,602



18,627



18,532


     Diluted

27,668



27,581



27,605



27,510


The following table reconciles on a GAAP basis net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted EBITDA and Adjusted EBITDA Less Interest, Capex and Taxes for the three and nine months ended September 30, 2020, and 2019, respectively (dollars in thousands):


Actual


Three Months Ended
September 30,


Nine Months Ended 
 September 30,


2020


2019


2020


2019

Net income (loss) from continuing operations

$

1,311



$

8,502



$

(85,088)



$

20,737


Net loss from discontinued operations, net of income taxes

—



(1,234)



—



(8,112)


Net income (loss)

1,311



7,268



(85,088)



12,625


  Provision (benefit) for income taxes

451



3,049



(33,044)



7,729


  Interest expense, net

7,692



8,524



23,713



25,645


Gain on repurchase of debt

—



—



(1,159)



—


Depreciation and amortization

5,248



7,098



15,293



20,091


Stock-based compensation

430



532



1,611



2,068


Transaction costs

384



193



2,624



469


Business realignment costs

472



—



2,639



165


Impairment of intangible and long-lived assets

1,343



—



109,058



231


   Net loss from discontinued operations, net of income taxes

—



1,234



—



8,112


   Other (a)

173



251



(573)



319


Adjusted EBITDA

$

17,504



$

28,149



$

35,074



$

77,454


Political Adjusted EBITDA

(3,783)



(533)



(5,664)



(1,217)


Adjusted EBITDA (Excluding Political)

$

13,721



$

27,616



$

29,410



$

76,237


Political Adjusted EBITDA

3,783



533



5,664



1,217


Net cash paid for interest

(1,034)



(3,988)



(16,780)



(20,916)


Capital expenditures

(2,911)



(5,617)



(11,254)



(14,545)


Cash paid for taxes

(867)



(145)



(1,311)



(715)


Adjusted EBITDA Less Interest, Capex and Taxes

$

12,692



$

18,399



$

5,729



$

41,278




(a)

Other includes net loss on sale and retirement of assets and other (income) expense, net.

The following table reconciles on a pro forma basis net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to pro forma net (loss) income, pro forma Adjusted EBITDA, pro forma Adjusted EBITDA (Excluding Political) and pro forma Adjusted EBITDA Less Interest, Capex and Taxes for the three and nine months ended September 30, 2020, and 2019, respectively (dollars in thousands):


Pro forma


Three Months Ended
September 30,


Nine Months Ended 
 September 30,


2020


2019


2020


2019

Net income (loss) from continuing operations

$

1,311



$

8,502



$

(85,088)



$

20,737


Net loss from discontinued operations, net of income taxes

—



(1,234)



—



(8,112)


Net income (loss)

$

1,311



$

7,268



$

(85,088)



$

12,625


   Net income from divestiture

—



—



—



354


Pro forma net income (loss)

$

1,311



$

7,268



$

(85,088)



$

12,271


  Provision (benefit) for income taxes

451



3,049



(33,044)



7,729


  Interest expense, net

7,692



8,524



23,713



25,645


Gain on repurchase of debt

—



—



(1,159)



—


Depreciation and amortization

5,248



7,098



15,293



20,091


Stock-based compensation

430



532



1,611



2,068


Transaction costs

384



193



2,624



469


Business realignment costs

472



—



2,639



165


Impairment of intangible and long-lived assets

1,343



—



109,058



231


   Net loss from discontinued operations, net of income taxes

—



1,234



—



8,112


   Other (a)

173



251



(573)



319


Pro forma Adjusted EBITDA

$

17,504



$

28,149



$

35,074



$

77,100


Political Adjusted EBITDA

(3,783)



(533)



(5,664)



(1,217)


Pro Forma Adjusted EBITDA (Excluding Political)

$

13,721



$

27,616



$

29,410



$

75,883


Political Adjusted EBITDA

3,783



533



5,664



1,217


Net cash paid for interest

(1,034)



(3,988)



(16,780)



(20,916)


Capital expenditures

(2,911)



(5,617)



(11,254)



(14,545)


Cash paid for taxes

(867)



(145)



(1,311)



(715)


Pro forma Adjusted EBITDA Less Interest, Capex and Taxes

$

12,692



$

18,399



$

5,729



$

40,924




(a)

Other includes net loss on sale and retirement of assets and other (income) expense, net.

The following table reconciles net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted EBITDA on a quarterly basis for the twelve months ended September 30, 2020 (dollars in thousands):




Twelve Months Ended


December 31, 2019


March 31, 2020


June 30, 2020


September 30, 2020


September 30, 2020

Net (loss) income

$

(78,279)



$

(59,577)



$

(26,822)



$

1,311



$

(163,367)


  (Benefit) provision for income taxes

(22,293)



(20,890)



(12,605)



451



(55,337)


  Interest expense, net

8,215



8,129



7,892



7,692



31,928


  Gain on repurchase of debt

—



—



(1,159)



—



(1,159)


Depreciation and amortization

5,744



5,284



4,761



5,248



21,037


Stock-based compensation

524



524



657



430



2,135


Transaction costs

1,049



1,027



1,213



384



3,673


Business realignment costs

—



1,711



456



472



2,639


Impairment of goodwill

69,034



—



—



—



69,034


   Impairment loss on investment

617



—



—



—



617


Impairment of intangible and long-lived assets

39,434



79,060



28,655



1,343



148,492


  Net loss from discontinued 
  operations, net of income taxes

38



—



—



—



38


  Other (a)

848



225



(971)



173



275


Adjusted EBITDA

$

24,931



$

15,493



$

2,077



$

17,504



$

60,005




(a)

Other includes net loss (gain) on sale and retirement of assets and other (income) expense, net.

The following tables reconcile Operating Income, the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted Operating Income by segment for the three months ended September 30, 2020 and 2019 (in thousands):


Three Months ended September 30, 2020


Advertising


Townsquare
Interactive


Live Events


Corporate
and Other
Reconciling
Items


Total

Operating income (loss)

$

14,213



$

5,340



$

(1,082)



$

(8,936)



$

9,535


Depreciation and amortization

3,856



131



128



1,133



5,248


Corporate expenses

—



—



—



6,764



6,764


Stock-based compensation

37



16



2



375



430


Transaction costs

—



—



—



384



384


Business realignment costs

—



—



284



188



472


Impairment of intangible and long-lived assets

768



—



575



—



1,343


Net loss on sale and retirement of assets

—



—



—



92



92


Adjusted Operating Income (Loss)

$

18,874



$

5,487



$

(93)



$

—



$

24,268



Three Months ended September 30, 2019


Advertising


Townsquare
Interactive


Live Events


Corporate
and Other
Reconciling
Items


Total

Operating income (loss)

$

26,532



$

4,845



$

151



$

(11,345)



$

20,183


Depreciation and amortization

3,470



129



133



3,366



7,098


Corporate expenses

—



—



—



7,173



7,173


Stock-based compensation

36



24



2



470



532


Transaction costs

—



—



—



193



193


Impairment of intangible and long-lived assets

—



—



—





—


Net loss on sale and retirement of assets

—



—



—



143



143


Adjusted Operating Income

$

30,038



$

4,998



$

286



$

—



$

35,322


The following tables reconcile Operating Income, the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted Operating Income by segment for the nine months ended September 30, 2020 and 2019 (in thousands):


Nine Months ended September 30, 2020


Advertising


Townsquare
Interactive


Live Events


Corporate
and Other
Reconciling
Items


Total

Operating (loss) income

$

(79,086)



$

14,720



$

(895)



$

(30,970)



$

(96,231)


Depreciation and amortization

10,740



398



393



3,762



15,293


Corporate expenses

—



—



—



20,724



20,724


Stock-based compensation

116



63



7



1,425



1,611


Transaction costs

—



—



—



2,624



2,624


Business realignment costs

—



—



284



2,355



2,639


Impairment of intangible and long-lived assets

108,483



—



575



—



109,058


Net loss on sale and retirement of assets

—



—



—



80



80


Adjusted Operating Income

$

40,253



$

15,181



$

364



$

—



$

55,798



Nine Months ended September 30, 2019


Advertising


Townsquare
Interactive


Live Events


Corporate
and Other
Reconciling
Items


Total

Operating income (loss)

$

69,608



$

13,935



$

2,716



$

(31,970)



$

54,289


Depreciation and amortization

10,018



375



411



9,287



20,091


Corporate expenses

—



—



—



20,280



20,280


Stock-based compensation

169



83



27



1,789



2,068


Transaction costs

—



—



—



469



469


Business realignment costs

161



—



—



4



165


Impairment of intangible and long-lived  assets

231



—



—



—



231


Net loss on sale and retirement of assets

—



—



—



141



141


Adjusted Operating Income

$

80,187



$

14,393



$

3,154



$

—



$

97,734


SOURCE Townsquare Media, Inc.

Related Links

http://www.townsquaremedia.com

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