Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 05, 2018 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Townsquare Media, Inc. | |
Entity Central Index Key | 1,499,832 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Small Business | false | |
Class A common stock | ||
Entity Common Stock, Shares Outstanding (in shares) | 14,297,066 | |
Class B common stock | ||
Entity Common Stock, Shares Outstanding (in shares) | 3,011,634 | |
Class C common stock | ||
Entity Common Stock, Shares Outstanding (in shares) | 1,636,341 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash | $ 49,632 | $ 61,205 |
Accounts receivable, net of allowance of $1,079 and $1,797, respectively | 68,438 | 61,558 |
Prepaid expenses and other current assets | 9,002 | 7,540 |
Current assets held for sale | 0 | 879 |
Current assets of discontinued operations | 38 | 7,222 |
Total current assets | 127,110 | 138,404 |
Property and equipment, net | 110,306 | 104,030 |
Intangible assets, net | 500,641 | 495,501 |
Goodwill | 251,802 | 241,888 |
Investments | 14,512 | 8,092 |
Other assets | 7,159 | 8,965 |
Long-term assets of discontinued operations | 0 | 59,478 |
Total assets | 1,011,530 | 1,056,358 |
Current liabilities: | ||
Accounts payable | 10,875 | 13,442 |
Current portion of long-term debt | 5 | 9,524 |
Deferred revenue | 9,303 | 17,281 |
Accrued expenses and other current liabilities | 26,286 | 24,919 |
Accrued interest | 9,227 | 5,699 |
Current liabilities of discontinued operations | 223 | 2,440 |
Total current liabilities | 55,919 | 73,305 |
Long-term debt, less current portion (net of deferred finance costs of $6,803 and $5,568, respectively) | 556,849 | 555,618 |
Deferred tax liabilities | 30,502 | 26,283 |
Other long-term liabilities | 8,767 | 9,390 |
Long-term liabilities of discontinued operations | 0 | 10,682 |
Total liabilities | 652,037 | 675,278 |
Stockholders’ equity: | ||
Common stock | 190 | 185 |
Additional paid-in capital | 365,366 | 367,041 |
Retained earnings (deficit) | (6,956) | 13,265 |
Accumulated other comprehensive loss | 0 | (532) |
Non-controlling interest | 893 | 1,121 |
Total stockholders' equity | 359,493 | 381,080 |
Total liabilities and stockholders' equity | 1,011,530 | 1,056,358 |
Class A common stock | ||
Stockholders’ equity: | ||
Common stock | 143 | 138 |
Class B common stock | ||
Stockholders’ equity: | ||
Common stock | 30 | 30 |
Class C common stock | ||
Stockholders’ equity: | ||
Common stock | $ 17 | $ 17 |
Consolidated Balance Sheets Par
Consolidated Balance Sheets Parenthetical - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Allowance for doubtful accounts | $ 1,797 | $ 1,079 |
Long-term debt, less current portion (net of deferred finance costs of $6,803 and $5,568, respectively) | $ (5,568) | $ (6,803) |
Common shares authorized (in shares) | 400,000,000 | |
Class A common stock | ||
Common par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common shares issued (in shares) | 14,297,066 | 13,819,639 |
Common shares outstanding (in shares) | 14,297,066 | 13,819,639 |
Class B common stock | ||
Common par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common shares issued (in shares) | 3,011,634 | 3,022,484 |
Common shares outstanding (in shares) | 3,011,634 | 3,022,484 |
Class C common stock | ||
Common par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common shares issued (in shares) | 1,636,341 | 1,636,341 |
Common shares outstanding (in shares) | 1,636,341 | 1,636,341 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
Net revenue | $ 114,073 | $ 111,897 | $ 321,641 | $ 314,129 |
Operating costs and expenses: | ||||
Direct operating expenses, excluding depreciation, amortization and stock-based compensation | 79,384 | 79,473 | 229,176 | 227,640 |
Depreciation and amortization | 4,854 | 4,833 | 14,082 | 14,779 |
Corporate expenses | 6,863 | 6,390 | 19,802 | 18,375 |
Stock-based compensation | 597 | 193 | 1,033 | 549 |
Transaction costs | 167 | 218 | 1,003 | 606 |
Net (gain) loss on sale and retirement of assets | (4) | (63) | (401) | 652 |
Total operating costs and expenses | 91,861 | 91,044 | 264,695 | 262,601 |
Operating income | 22,212 | 20,853 | 56,946 | 51,528 |
Other expenses: | ||||
Interest expense, net | 8,640 | 8,230 | 25,600 | 24,474 |
Other expense, net | 42 | 250 | 122 | 326 |
Income from continuing operations before income taxes | 13,530 | 12,373 | 31,224 | 26,728 |
Provision from income taxes | 3,699 | 5,279 | 8,517 | 11,185 |
Net income from continuing operations | 9,831 | 7,094 | 22,707 | 15,543 |
Net income (loss) from discontinued operations, net of income taxes | (140) | 7,198 | (37,972) | 1,303 |
Net income (loss) | 9,691 | 14,292 | (15,265) | 16,846 |
Net income (loss) attributable to | ||||
Controlling interests | 9,295 | 14,216 | (16,215) | 16,320 |
Non-controlling interests | $ 396 | $ 76 | $ 950 | $ 526 |
Basic income (loss) per share: | ||||
Continuing operations (in dollars per share) | $ 0.52 | $ 0.38 | $ 1.21 | $ 0.84 |
Discontinued operations (in dollars per share) | (0.01) | 0.39 | (2.03) | 0.07 |
Diluted income (loss) per share: | ||||
Continuing operations (in dollars per share) | 0.35 | 0.25 | 0.82 | 0.55 |
Discontinued operations (in dollars per share) | $ (0.01) | $ 0.26 | $ (1.37) | $ 0.05 |
Weighted average shares outstanding: | ||||
Basic (in shares) | 18,941 | 18,478 | 18,690 | 18,459 |
Diluted (in shares) | 27,919 | 27,994 | 27,668 | 28,221 |
Cash dividends declared per share (in dollars per share) | $ 75 | $ 0 | $ 225 | $ 0 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 9,691 | $ 14,292 | $ (15,265) | $ 16,846 |
Foreign currency translation adjustments | 0 | 193 | 532 | 307 |
Comprehensive income (loss) | 9,691 | 14,485 | (14,733) | 17,153 |
Less: Comprehensive income attributable to noncontrolling interest | 396 | 76 | 950 | 526 |
Comprehensive income (loss) attributable to controlling interest | $ 9,295 | $ 14,409 | $ (15,683) | $ 16,627 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Retained Earnings (Deficit) | Accumulated Other Comprehensive Loss | Non- Controlling Interest | Class A common stock | Class B common stock | Class C common stock | Warrants | |
Increase (Decrease) in Stockholders' and Members' Equity [Roll Forward] | |||||||||||
Impact of change in accounting policy | [1] | $ 2,271 | $ 2,271 | ||||||||
Stockholders' equity adjusted, beginning balance | 383,351 | $ 185 | $ 367,041 | 15,536 | $ (532) | $ 1,121 | |||||
Common shares outstanding, beginning balance (in shares) at Dec. 31, 2017 | 13,819,639 | 3,022,484 | 1,636,341 | ||||||||
Warrants outstanding, beginning balance (in shares) at Dec. 31, 2017 | 8,977,676 | ||||||||||
Stockholders' equity, beginning balance at Dec. 31, 2017 | 381,080 | 185 | 367,041 | 13,265 | (532) | 1,121 | |||||
Increase (Decrease) in Stockholders' and Members' Equity [Roll Forward] | |||||||||||
Net (loss) income | (15,265) | (16,215) | 950 | ||||||||
Dividend declared | (6,277) | (6,277) | |||||||||
Acquisition of non-controlling interests (in shares) | 0 | ||||||||||
Acquisition of non-controlling interests | (3,359) | (2,714) | (645) | ||||||||
Conversion of common shares (in shares) | 10,850 | (10,850) | |||||||||
Disposal of subsidiary | 1,044 | 1,044 | |||||||||
Issuance of restricted stock (in shares) | 466,577 | ||||||||||
Issuance of restricted stock | 0 | 5 | (5) | ||||||||
Cash distributions to non-controlling interests | 637 | 0 | 656 | (19) | |||||||
Foreign currency exchange | (124) | (124) | |||||||||
Cash distributions to non-controlling interests | (514) | 0 | (514) | ||||||||
Common shares outstanding, ending balance (in shares) at Sep. 30, 2018 | 14,297,066 | 3,011,634 | 1,636,341 | ||||||||
Warrants outstanding, ending balance (in shares) at Sep. 30, 2018 | 8,977,676 | ||||||||||
Stockholders' equity, ending balance at Sep. 30, 2018 | $ 359,493 | $ 190 | $ 365,366 | $ (6,956) | $ 0 | $ 893 | |||||
[1] | See Note 2 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (15,265) | $ 16,846 |
Income (loss) from discontinued operations | (37,972) | 1,303 |
Income from continuing operations | 22,707 | 15,543 |
Adjustments to reconcile income from continuing operations to net cash flows from operating activities: | ||
Depreciation and amortization | 14,082 | 14,779 |
Amortization of deferred financing costs | 1,140 | 1,232 |
Deferred income tax expense | 8,517 | 11,185 |
Provision for doubtful accounts | 2,072 | 1,734 |
Stock-based compensation expense | 1,033 | 549 |
Trade activity, net | (10,197) | (7,256) |
Non-cash interest expense | (15) | 0 |
Write-off of deferred financing costs | 97 | 83 |
Net loss (gain) on sale and retirement of assets | (401) | 652 |
Changes in assets and liabilities, net of acquisitions: | ||
Accounts receivable | (4,579) | (4,535) |
Prepaid expenses and other assets | (191) | (1,669) |
Accounts payable | (5,913) | (2,372) |
Accrued expenses | (8,823) | (3,803) |
Accrued interest | 3,559 | 4,580 |
Other long-term liabilities | (623) | (623) |
Net cash provided by operating activities - continuing operations | 22,465 | 30,079 |
Net cash used in operating activities - discontinued operations | (10,442) | (5,008) |
Net cash provided by operating activities | 12,023 | 25,071 |
Cash flows from investing activities: | ||
Purchase of property and equipment | (12,684) | (12,277) |
Payments for acquisitions, net of cash acquired | (21,128) | (5,496) |
Payment for investment | 0 | (807) |
Acquisition of intangibles | 0 | (150) |
Proceeds from sale of assets | 726 | 167 |
Net cash used in investing activities - continuing operations | (33,086) | (18,563) |
Net cash (used in) provided by investing activities - discontinued operations | 23,792 | (5,777) |
Net cash used in investing activities | (9,294) | (24,340) |
Cash flows from financing activities: | ||
Repayment of long-term debt | (9,519) | (6,662) |
Dividend payments | (4,120) | 0 |
Deferred financing costs | (2) | (432) |
Proceeds from exercise of employee stock options | 0 | 346 |
Cash distribution to non-controlling interest | (514) | (293) |
Repayments of capitalized obligations | (4) | (90) |
Net cash used in financing activities - continuing operations | (14,159) | (7,131) |
Net cash used in financing activities - discontinued operations | (19) | (581) |
Net cash used in financing activities | (14,178) | (7,712) |
Effect of exchange rate changes | (124) | 43 |
Net decrease in cash | (11,573) | (6,938) |
Cash and restricted cash, beginning of period | 61,205 | 47,145 |
Cash and restricted cash, ending of period | 49,632 | 40,207 |
Cash payments: | ||
Interest | 20,895 | 18,575 |
Income taxes | 913 | 588 |
Supplemental Disclosure of Non-cash Activities: | ||
Dividends declared during the period | 2,158 | |
Dividend Declared | ||
Supplemental Disclosure of Non-cash Activities: | ||
Dividends declared during the period | $ 6,277 | $ 0 |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Description of the Business Townsquare Media, Inc. (together with its consolidated subsidiaries, except as the context may otherwise require, "we," "us," "our," "Company," or "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 United States. Our assets include 321 radio stations and more than 330 local websites in 67 U.S. markets, a digital marketing solutions company (Townsquare Interactive) serving approximately 14,500 small to medium sized businesses, a proprietary digital programmatic advertising platform (Townsquare Ignite), and approximately 200 live events with over one million attendees each year. Our brands include local media assets such as WYRK , KLAQ , K2 and NJ101.5 ; iconic regional and national events such as the Taste of Country Music Festival , WE Fest , Country Jam , 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 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Except as stated below, there have been no significant changes in the Company’s accounting policies since December 31, 2017 . For the Company's detailed accounting policies please refer to the consolidated financial statements and related notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2017 (the " 2017 Annual Report on Form 10-K") filed with the Securities and Exchange Commission ("SEC") on March 13, 2018. Impairment of Long Lived and Intangible Assets We evaluate the recoverability of the carrying amount of long lived and intangible assets, which include property and equipment, whenever events or changes in circumstances indicate that the carrying value may not be fully recoverable. Our review for impairment of these long lived and intangible assets takes into account estimates of future undiscounted cash flows and the fair market value based on market indicators. An impairment loss is recognized if the future undiscounted cash flows associated with the assets or the fair market value of the assets are less than their carrying value. Impairment losses are measured as the amount by which the carrying values of the assets exceed their fair market values. During the nine months ended September 30, 2018 , the Company determined that the carrying value of certain long lived and intangible assets exceeded their fair market value and an impairment charge of $38.0 million was recorded and is included as part of net loss from discontinued operations. Discontinued Operations The Company previously identified two operating segments - Local Marketing Solutions and Entertainment. During the course of 2018, two changes have occurred which affect not only the quantitative factors for determining reportable segments, but also the way in which the Chief Operating Decision Makers (“CODM(s)”) view and manage the business. The North American Midway Entertainment (“NAME”) business, which represented approximately $92.2 million of revenue and $7.3 million of operating income in 2017, was sold in May of 2018, and Mountain Jam, a multi-day music festival, representing $3.8 million of revenue and negligible operating income in 2017, was sold in June 2018. Both were reclassified as discontinued operations separate from the Company's continuing operations for the three and nine months ended September 30, 2017 and 2018 . In addition, amounts related to NAME and Mountain Jam have been reclassified as discontinued operations within the December 31, 2017 consolidated balance sheet. Following these events and without the significant net revenue contribution of NAME, the Company has been reoriented and streamlined from a Local Marketing Solutions and Entertainment products and services company to a consolidated and fully integrated local marketing company. We now view our sole product as marketing solutions (including promotion, advertising, and marketing services) geared to local communities and customers in and around our markets (or markets of similar size and/or constitution). As such, the CODM(s) and management have adjusted the information used to evaluate performance and allocate resources to be based solely on net revenue and operating income, which spans across geographic regions predominately within the United States. Recently Issued Accounting Standards In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02, Leases. ASU 2016-02 requires the lessee to recognize in the statement of financial position a liability to make lease payments, and a right-of-use asset representing its right to use the underlying asset for the lease term. The liability and asset are initially measured at the present value of the lease payments. The ASU applies to all leases, including those previously classified as operating leases under Accounting Standards Codification ("ASC") Topic 842. The standard is effective for fiscal years beginning after December 15, 2018, and will require measurement of leases at the beginning of the earliest period presented, using a modified retrospective approach. The Company is currently assessing the potential impact ASU 2016-02 will have on its Consolidated Financial Statements and has begun the process of implementing new policies and procedures. Recently Adopted Accounting Standards In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) . This new standard replaced all prior U.S. GAAP related to revenue recognition and eliminated all industry-specific guidance. The core principle of this new standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects consideration to which the company expects to be entitled in exchange for those goods or services. On January 1, 2018, we adopted Topic 606, Revenue from Contracts with Customers and all the related amendments to all contracts using the modified retrospective method. We recognized the cumulative effect of adopting Topic 606 as an adjustment to the opening balance of retained earnings. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. We expect the impact of the adoption of the new standard to be immaterial to our net income or loss, as applicable, on an ongoing basis. The cumulative effect of the changes made to our consolidated January 1, 2018 balance sheet, after consideration of discontinued operations, for the adoption of Topic 606 were as follows (in thousands): As Reported December 31, 2017 Adjustment due to ASC 606 Balance at January 1, 2018 Assets Prepaid expenses and other current assets $ 7,540 $ 2,271 $ 9,811 Total Current Assets 138,404 2,271 140,675 Total Assets $ 1,056,358 $ 2,271 $ 1,058,629 Total Liabilities $ 675,278 $ — $ 675,278 Equity Retained earnings $ 13,265 $ 2,271 $ 15,536 Total stockholders' equity 381,080 2,271 383,351 Total liabilities and stockholders' equity $ 1,056,358 $ 2,271 $ 1,058,629 As a part of Topic 606 adoption, we reclassified costs associated with sales commissions related to obtaining certain customer contracts. In accordance with the new revenue standard's requirements, for the nine months ended September 30, 2018 , the impact of adoption of Topic 606 on our consolidated financial statements was a decrease to operating expenses and an increase to net income of approximately $0.5 million as a result of amortizing deferred commissions under ASC 606. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. ASU 2017-01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. ASU 2017-01 is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The adoption of this new guidance did not have a material impact on our consolidated financial statements. In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition The following tables disaggregate our revenue into the following categories; Advertising, which includes broadcast and local digital advertising products, Live Events and our digital marketing solutions business under the brand name Townsquare Interactive (in thousands): Three Months Ended Nine Months Ended Advertising Live Events Townsquare Interactive Total Advertising Live Events Townsquare Interactive Total Net Revenue $ 86,161 $ 13,011 $ 12,608 $ 111,780 $ 241,988 $ 40,250 $ 35,089 $ 317,327 Political 2,293 — — 2,293 4,314 — — 4,314 Net Revenue $ 88,454 $ 13,011 $ 12,608 $ 114,073 $ 246,302 $ 40,250 $ 35,089 $ 321,641 Three Months Ended Nine Months Ended Advertising Live Events Townsquare Interactive Total Advertising Live Events Townsquare Interactive Total Net Revenue $ 81,868 $ 19,564 $ 10,257 $ 111,689 $ 233,432 $ 49,925 $ 29,531 $ 312,888 Political 208 — — 208 1,241 — — 1,241 Net Revenue $ 82,076 $ 19,564 $ 10,257 $ 111,897 $ 234,673 $ 49,925 $ 29,531 $ 314,129 Revenue from contracts with customers is recognized as an obligation until the terms of a customer contract are satisfied; generally this occurs with the transfer of control as we satisfy contractual performance obligations over time. Our contractual performance obligations include the broadcast of commercials on our owned and operated radio stations, digital sales of internet based advertising campaigns, digital marketing solutions, and the operation of live events. Revenue is measured at contract inception as the amount of consideration we expect to receive in exchange for transferring goods or providing services. Our contracts are at a fixed price at inception and do not include any variable consideration or financing components by normal course of business practice. Sales, value add, and other taxes that are collected concurrently with revenue producing activities are excluded from revenue. The primary sources of net revenue are the sale of advertising on our radio stations, owned and operated websites, radio stations’ online streams, and mobile applications. We offer precision customer targeting solutions to advertisers through Townsquare Ignite, our digital programmatic advertising platform. We also offer digital marketing solutions under the brand name Townsquare Interactive, on a subscription basis, to small and mid-sized local and regional businesses in small and mid-sized markets across the United States, including the markets in which we operate radio stations. In addition, we offer a diverse range of live events which we create, promote, and produce. This includes festivals, concerts, expositions and other experiential events within and beyond our markets. Our live events also generate substantial net revenue through the sale of sponsorships, food and other concessions, merchandise and other ancillary products and services. Political net revenue includes the sale of advertising on our owned and operated radio stations from contracts with political advertisers. Contracted performance obligations under political contracts consist of the broadcast of advertisements across our locally owned and operated radio stations. Management views political revenue separately because political is episodic based on the election cycle and local issues calendars. Net revenue for broadcast commercials and digital advertisements are recognized as the commercials are broadcast and digital advertisements are placed and the contractual performance obligations for Townsquare services are satisfied. We measure progress towards the satisfaction of our contractual performance obligations via the output produced in accordance with the contractual arrangement (the broadcast of commercials or the placement of digital advertisements). We recognize the associated contractual revenue as the delivery takes place and the right to invoice for services performed is met. Our advertising contracts are short-term (less than one year) and payment terms are generally net 30-60 days for traditional customer contracts and net 60-90 days for national agency customer contracts. Our billing practice is to invoice customers on a monthly basis for services delivered to date (representing the right to invoice). Our contractual arrangements do not include rights of return and do not include any significant judgments by nature of the products and services. Net revenue from digital subscription-based contractual performance obligations is recognized ratably over time as our performance obligations are satisfied. Subscription-based service fees are typically billed in advance of the month of service at a fixed monthly fee that is contractually agreed upon at contract inception. The measure of progress in such arrangements is the number of days of successful delivery of the contracted service. Live events net revenue is recognized as events are conducted and our contractual performance obligations are satisfied. Our live events include single day and multi-day events, generally ranging from one day to four days in duration. We measure progress towards the satisfaction of contractual performance obligations on a daily basis, measured by the successful delivery of the event and honoring customer admissions and vendor event commitments. Live event ticket purchase prices are due at the point of purchase and are nonrefundable. Live event tickets are often sold in advance of the events; in the case of advanced ticket sales, we defer the recognition of consideration received until we satisfy the future performance obligation. Live event contractual arrangements do not include any variable consideration, financing components, or significant judgments. For all customer contracts, we evaluate whether we are the principal (i.e., report revenue on a gross basis) or the agent (i.e., report revenue on a net basis). Generally, we report revenue for advertising placed on Townsquare properties on a gross basis (the amount billed to our customers is recorded as revenue, and the amount paid to our publishers is recorded as a cost of revenue). We are the principal because we control the advertising inventory before it is transferred to our customers. Our control is evidenced by our sole ability to monetize the advertising inventory, being primarily responsible to our customers, having discretion in establishing pricing, or a combination of these factors. We also generate revenue through agency relationships in which revenue is reported net of agency commissions. Agency commissions are calculated based on a stated percentage applied to gross billing revenue for advertisers that use agencies. No impairment losses have arisen from any contracts with customers during the three or nine months ended September 30, 2018 . The following table provides information about receivables, contract assets and contract liabilities from contracts with customers (in thousands): At Adoption January 1, 2018 September 30, 2018 Receivables $ 61,558 $ 68,438 Short-term contract liabilities (deferred revenue) $ 17,281 $ 9,303 We receive payments from customers based upon contractual billing schedules; accounts receivable is recorded when the right to consideration becomes unconditional. Contract receivables are recognized in the period the Company provides services when the Company’s right to consideration is unconditional. Payment terms vary by the type and location of our customer and the products or services offered. Payment terms for amounts invoiced are typically net 30-60 days. The term between invoicing and when payment is due is not significant. The Company had no material bad debt expense recorded during the three and nine months ended September 30, 2018 . We record contract liabilities when cash payments are received or due in advance of satisfying our performance obligations. Our contract liabilities include cash payments received or due in advance related to event ticket sales for events scheduled to take place over the course of the current year and digital subscriptions in which payment is received in advance of the service month. These contract liabilities are recognized as revenue as the related performance obligations are satisfied. The decrease in the contract liabilities balance that was included in the deferred revenue balance at January 1, 2018 is primarily driven by $4.1 million and $16.7 million of recognized revenue for the three and nine months ended September 30, 2018 , offset by cash payments received or due in advance of satisfying our performance obligations. No significant changes in the timeframe of the satisfaction of contract liabilities have occurred during the nine months ended September 30, 2018 . In connection with the adoption of Topic 606, we are required to capitalize certain contract acquisition costs consisting primarily of commissions paid when contracts are signed (previously such costs were expensed as incurred). Our capitalized contract acquisition costs include amounts related to sales commissions paid for contract acquisition costs related to signed contracts with perceived durations exceeding one year. For these contracts, we defer the related sales commission costs and amortize such costs to expense consistent with how the related revenue is recognized over the duration of the contracts. We have evaluated the average customer contract duration (initial term and any renewals) to determine the appropriate amortization period for these contractual arrangements. For contracts with a duration of less than one year, we follow a Topic 606 practical expedient and expense these costs when incurred. As of January 1, 2018, we had a balance of $2.3 million in deferred costs and have recognized $0.4 million and $1.5 million for the three and nine months ended September 30, 2018 . No impairment losses have been recognized or changes made to the timeframe for performance of the obligations related to deferred contract assets during the three and nine months ended September 30, 2018 . Arrangements with Multiple Performance Obligations In contracts with multiple performance obligations, we identify each performance obligation and evaluate whether the performance obligations are distinct within the context of the contract at contract inception. When multiple performance obligations are identified, we identify how control transfers to the customer for each distinct contract obligation and determine the period when the obligations are satisfied. If obligations are satisfied in the same period, no allocation of revenue is deemed to be necessary. In the event performance obligations within a bundled contract do not run concurrently, we allocate revenue to each performance obligation based on its relative standalone selling price. We generally determine standalone selling prices based on the prices charged to customers or by using expected cost-plus margins. Performance obligations that are not distinct at contract inception are combined. Practical Expedients and Exemptions We generally expense sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within direct operating expenses. |
Interim Financial Data
Interim Financial Data | 9 Months Ended |
Sep. 30, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Interim Financial Data | Interim Financial Data The accompanying unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes thereto included in the Company's 2017 Annual Report on Form 10-K. The accompanying unaudited interim consolidated financial statements include the consolidated accounts of the Company and its wholly-owned subsidiaries, with all significant intercompany balances and transactions eliminated in consolidation. These financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting only of normal, recurring adjustments) necessary for a fair presentation of results of operations for and financial condition as of the end of the interim periods have been included. The results of operations and cash flows for the three and nine months ended September 30, 2018 and the Company’s financial condition as of such date are not necessarily indicative of the results of operations or cash flows that can be expected for, or the Company’s financial condition as of, any other interim period or for the fiscal year ending December 31, 2018 . The Consolidated Balance Sheet as of December 31, 2017 is derived from the audited financial statements at that date, adjusted for the impact of certain businesses that were discontinued in 2018. Our net revenue varies throughout the year. We expect that our first calendar quarter will produce the lowest net revenue for the year, as advertising expenditures generally decline following the winter holidays, and the second and third calendar quarters will generally produce the highest net revenue for the year. During even-numbered years, net revenue generally includes increased advertising expenditures by political candidates, political parties and special interest groups. Political spending is typically highest during the fourth quarter. In addition to advertising revenue seasonality, our live events net revenue exhibits seasonality resulting in the second quarter being the highest revenue period. The most significant driver of seasonality in live events net revenue is our multi-day music festivals which are predominately in the second and third quarter. Our operating results in any period may be affected by the incurrence of advertising and promotion expenses that typically do not have an effect on net revenue generation until future periods, if at all. In the media industry, companies, including ours, sometimes utilize barter agreements that exchange advertising time for goods or services such as travel, lodging or assets, instead of cash. Barter revenue was $6.8 million and $7.6 million and barter expense was $4.5 million and $4.7 million for the three months ended September 30, 2017 and 2018 , respectively. Barter revenue was $18.4 million and $22.3 million and barter expense was $11.1 million and $12.1 million for the nine months ended September 30, 2017 and 2018 , respectively. |
Significant Acquisitions
Significant Acquisitions | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Significant Acquisitions | Significant Acquisitions On July 2, 2018, the Company acquired certain assets and liabilities related to three radio stations in Princeton, NJ ("the Princeton Acquisition") from Connoisseur Media, LLC for $17.3 million , with a working capital adjustment of $0.1 million , resulting in a total purchase price of $17.4 million . The acquired assets included WPST-FM, WNJE-AM and WCHR-AM. The consideration was paid with cash on hand. The Company estimated the fair value of intangibles acquired (FCC licenses) to be $6.4 million using the greenfield method and the purchase price was further allocated to the assets and liabilities acquired at their fair value at the date of acquisition, with the excess of purchase price over the net assets of $9.9 million recorded as goodwill. The Company is in the process of finalizing the valuation of assets acquired and liabilities assumed. The preliminary Princeton Acquisition purchase price allocation is shown in the following table: (in thousands) Prepaid and other current assets $ 256 FCC licenses 6,409 Property and equipment, net 976 Goodwill 9,915 Accounts payable and accrued expenses (201 ) Total purchase price $ 17,355 |
Investments
Investments | 9 Months Ended |
Sep. 30, 2018 | |
Investments, All Other Investments [Abstract] | |
Investments | Investments Long-term investments consist of minority holdings in companies that management believes are synergistic with Townsquare. Management does not exercise significant control over operating and financial policies of the investees; accordingly, the investments are reflected under the cost method of accounting. The initial equity valuations were based upon a combination of valuation analysis using observable inputs categorized as Level 2 and performing discounted cash flows analysis, using unobservable inputs categorized as Level 3 within the ASC 820 framework. On May 17, 2018, the Company made an investment in a business totaling $3.2 million . The investment represents a minority ownership position and is accounted for under the cost method of accounting and is recorded as an investment on the Company's Consolidated Balance Sheet as of September 30, 2018 . On June 12, 2018, the Company made an investment in a business totaling $3.2 million |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consisted of the following: (in thousands) December 31, September 30, Land and improvements $ 20,870 $ 21,095 Buildings and leasehold improvements 40,567 42,667 Broadcast equipment 74,851 79,748 Computer and office equipment 13,198 14,307 Furniture and fixtures 13,894 16,394 Transportation equipment 13,509 15,932 Software development costs 15,943 20,087 Total property and equipment, gross 192,832 210,230 Less: accumulated depreciation and amortization (88,802 ) (99,924 ) Total property and equipment, net $ 104,030 $ 110,306 Depreciation and amortization expense for property and equipment was $4.3 million and $4.4 million for the three months ended September 30, 2017 and 2018 , respectively and $ 13.0 million and $12.8 million for the nine months ended September 30, 2017 and 2018 , respectively. The Company recorded an impairment charge of $25.6 million during the three months ended March 31, 2018 as the Company determined that the carrying value of certain property and equipment assets exceeded their fair market value based on market indicators. This impairment charge has been reclassed as part of net loss from discontinued operations in our Consolidated Statement of Operations for the nine months ended September 30, 2018 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Indefinite-lived assets consist of FCC broadcast licenses and goodwill. FCC licenses represent a substantial portion of the Company’s total assets. The FCC licenses are renewable in the ordinary course of business, generally for a maximum of eight years. The fair value of FCC licenses is primarily dependent on the future cash flows of the radio markets and other assumptions, including, but not limited to, forecasted revenue growth rates, profit margins and a risk-adjusted discount rate. The Company has selected December 31 st as the annual testing date. If market conditions and operational performance of the Company’s reporting units were to deteriorate and management had no expectation that the performance would improve within a reasonable period of time or if an event occurs or circumstances change that would reduce the fair value of its goodwill and intangible assets below the amounts reflected in the balance sheet, the Company may be required to recognize additional impairment charges in future periods. The Company recorded $9.9 million of goodwill during the three and nine months ended September 30, 2018 as noted in Note 5. With the exception of a reclassification as a result of discontinued operations, there were no other changes to the carrying value of goodwill for the three and nine months ended September 30, 2018 . Goodwill was $251.8 million at September 30, 2018 . Intangible assets consist of the following: (in thousands) Estimated Useful Life December 31, September 30, Intangible Assets: FCC licenses Indefinite $ 484,535 $ 490,944 Customer and advertising relationships 10 years 14,317 6,540 Leasehold interests 5 to 39 years 1,085 1,085 Tower space 3 to 9 years 454 454 Sports broadcast rights 1 to 2 years 665 665 Non-compete agreements 1 to 2 years 243 243 Trademarks 15 years 8,675 8,675 Other intangibles 3 years 1,141 161 Total 511,115 508,767 Less: Accumulated amortization (15,614) (8,126 ) Net amount $ 495,501 $ 500,641 Amortization expense for definite-lived intangible assets was $0.6 million and $0.5 million for the three months ended September 30, 2017 and 2018 , respectively and $1.8 million and $1.3 million for the nine months ended September 30, 2017 and 2018 , respectively. During the three and nine months ended September 30, 2018, the Company wrote-off $8.8 million of fully amortized customer and advertising relationships and other intangible assets that were no longer in use. There was no impact to the net value of intangible assets as a result. The Company recorded an impairment charge of $12.4 million during the three months ended March 31, 2018 as the Company determined that the carrying value of certain intangible assets exceeded their fair market value based on market indicators. This impairment charge has been reclassed as part of net loss from discontinued operations in our Consolidated Statement of Operations for the nine months ended September 30, 2018 . Estimated future amortization expense for each of the five succeeding fiscal years and thereafter as of September 30, 2018 is as follows (in thousands): 2018 (remainder) $ 329 2019 1,291 2020 1,243 2021 1,234 2022 1,230 Thereafter 4,370 $ 9,697 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Total debt outstanding is summarized as follows: (in thousands) December 31, September 30, 2023 Notes $ 280,079 $ 280,079 Term Loans 291,851 282,332 Capitalized obligations 15 11 Debt before deferred financing costs 571,945 562,422 Deferred financing costs (6,803 ) (5,568 ) Total debt 565,142 556,854 Less: current portion of long-term debt (9,524 ) (5 ) Total long-term debt $ 555,618 $ 556,849 On April 1, 2015, the Company issued $300.0 million of 6.5% Unsecured Senior Notes due in 2023 (the "2023 Notes") and a Senior Secured Credit Facility, which includes a seven year, $275.0 million term loan facility (the "Term Loans") and a five year, $50.0 million revolving credit facility (the "Revolver"). Borrowings are guaranteed by each of the Company’s direct and indirect subsidiaries, and subject to certain exceptions, are secured by substantially all of the tangible and intangible assets of the Company and its subsidiaries. On September 1, 2015, the Company issued incremental term loans of $45.0 million under the Senior Secured Credit Facility. On February 8, 2017, the Company amended its Senior Secured Credit Facility agreement to reduce the applicable interest rate on its Term Loan. Under the amended Term Loan, the applicable margin was reduced by 25 basis points to 300 basis points. The LIBOR floor of 1.00% remained unchanged. All other terms of the Senior Secured Credit Facility agreement remained substantially unchanged. The Company capitalized $0.4 million of deferred financing costs in connection with this repricing. As of September 30, 2018 , the interest rate on the Term Loans was 5.29% . The Revolver has an interest rate based either on LIBOR and an applicable margin of 250 basis points, or an alternative base rate and an applicable margin of 150 basis points. As of September 30, 2018 , the Company had no outstanding borrowings under the Revolver. The 2023 Notes mature on April 1, 2023, with interest payable on April 1 and October 1 of each year. Prior to maturity, the Company may redeem all or part of the 2023 Notes at specified redemption premiums as set forth in the indenture, together with any accrued and unpaid interest thereon. Additionally, if the Company experiences certain change of control events, holders of the 2023 Notes may require the Company to repurchase all or part of their notes at 101% of the principal amount thereof. The 2023 Notes rank equally with all of the Company's existing and future senior debt, are senior to all of the Company's existing and future subordinated debt and are guaranteed on a senior basis by certain of the Company’s direct and indirect wholly-owned subsidiaries. The 2023 Notes indenture contains restrictive covenants that limit the ability of the Company and its subsidiaries to, among other things, incur additional debt or issue preferred stock; create liens; create restrictions on the Company’s subsidiaries’ ability to make payments to the Company; pay dividends and make other distributions in respect of the Company’s and its subsidiaries’ capital stock; make certain investments or certain other restricted payments; guarantee indebtedness; designate unrestricted subsidiaries; sell certain kinds of assets; enter into certain types of transactions with affiliates; and effect mergers and consolidations. The Term Loans mature on April 1, 2022 , and the Revolver matures on April 1, 2020 . Borrowings under the Senior Secured Credit Facility are subject to mandatory prepayments equal to the net proceeds to the Company of any additional debt issuances or asset sales, as well as half of the annual excess cash flow as defined in the credit agreement (both subject to certain reductions). We were required to make an excess cash flow payment related to 2017 on the outstanding Term Loans of $9.5 million which was paid on March 20, 2018. The Company recognized an expense of $0.1 million on the accelerated depreciation of unamortized deferred financing costs in connection with this prepayment in the first quarter of 2018. Borrowings are guaranteed by each of the Company’s direct and indirect subsidiaries, and subject to certain exceptions, are secured by substantially all of the tangible and intangible assets of the Company and its subsidiaries. The Senior Secured Credit Facility contains covenants that, among other things, limit or restrict the ability of the Company and its subsidiaries to incur additional indebtedness or liens; engage in mergers or other fundamental changes; sell certain property or assets; pay dividends or other distributions; make acquisitions, investments, loans and advances; prepay certain indebtedness including the 2023 Notes; change the nature of its business; engage in certain transactions with affiliates and incur restrictions on interactions between the Company and its subsidiaries, or limit actions in relation to the Senior Secured Credit Facility. The Company is in compliance with its covenants under the 2023 Notes and Senior Secured Credit Facility as of September 30, 2018 . As of September 30, 2018 , based on available market information, the estimated fair value of the 2023 Notes and the Term Loans were $260.8 million and $281.3 million , respectively. Annual maturities of the Company's long-term debt as of September 30, 2018 are as follows (in thousands): 2018 (remainder) $ 1 2019 5 2020 5 2021 — 2022 282,332 Thereafter 280,079 $ 562,422 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity The table below presents a summary, as of September 30, 2018 , of our authorized and outstanding common stock, and securities convertible into common stock, excluding options issued under our 2014 Omnibus Incentive Plan. Security 1 Par Value Per Share Number Authorized Number Outstanding Description Class A common stock $ 0.01 300,000,000 14,297,066 One vote per share. Class B common stock $ 0.01 50,000,000 3,011,634 10 votes per share. 2 Class C common stock $ 0.01 50,000,000 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 400,000,000 27,922,717 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. The foregoing share totals include 466,577 shares of restricted Class A common stock, subject to vesting terms, but exclude 4,249,278 shares of Class A common stock and 4,556,946 shares of Class B common stock issuable upon exercise of stock options, which options have an exercise price of between $6.31 and $9.63 per share. Additionally, the Company is authorized to issue 50,000,000 shares of undesignated preferred stock. The Company's common stock is not entitled to preemptive or other similar subscription rights to purchase any of our securities. Unless the Company's Board of Directors determines otherwise, we will issue all of our capital stock in uncertificated form. On March 12, 2018 the Board of Directors approved its first quarterly dividend of $0.075 per share. The $2.1 million dividend was paid to holders of record as of April 2, 2018 on May 15, 2018. On M ay 7, 2018, the Board of Directors approved its second quarterly dividend of $0.075 per share. The $2.1 million dividend was paid to holders of record as of June 28, 2018 on August 15, 2018. On August 8, 2018, the Board of Directors approved its third quarterly dividend of $0.075 per share, payable to holders of record as of September 27, 2018 on November 15, 2018. Stock-based Compensation The Company's 2014 Omnibus Incentive Plan (the "2014 Incentive Plan") provides grants of stock options, stock appreciation rights, restricted stock, other stock-based awards and other cash-based awards. Directors, officers and other employees of the Company and its subsidiaries, as well as others performing consulting or advisory services for the Company, are eligible for grants under the 2014 Incentive Plan. The purpose of the 2014 Incentive Plan is to provide incentives that will attract, retain and motivate high performing officers, directors, employees and consultants by providing them with appropriate incentives and rewards either through a proprietary interest in our long-term success or compensation based on their performance in fulfilling their personal responsibilities. The aggregate number of shares of common stock which may be issued or used for reference purposes under the 2014 Incentive Plan or with respect to which awards may be granted may not exceed 12,000,000 shares. As of September 30, 2018 , 2,684,121 shares were available for grant. Options granted prior to 2016 vested immediately. Options granted beginning in 2016 generally vest 50% after three years and 50% after four years, with the exception of approximately 1.2 million options issued in 2018 that vest 25% each year over four years. The options have an exercise price of between $6.31 and $9.63 per share. The expected term of each option grant was calculated using the simplified method, defined as the midpoint between the vesting period and the contractual term of each award. The expected volatility was based on market conditions of the Company and comparable companies. The risk-free interest rate was based on the U.S. Treasury yield curve in effect on the date of grant which most closely corresponds to the expected term of the option. The Company historically had not paid dividends and therefore did not utilize a dividend yield in the calculations, however, beginning with grants made in 2018, we have used an annual dividend of $0.30 per share in our calculations. The following table summarizes stock option activity for the nine months ended September 30, 2018 : Shares Weighted Average Weighted Average Aggregate Intrinsic Value Outstanding at January 1, 2018 8,544,225 $ 9.50 6.11 $ — Granted 8,003,046 8.34 Exercised — — Forfeited (7,741,047 ) 9.51 Outstanding at September 30, 2018 8,806,224 $ 8.44 6.03 $ 1,945,200 Stock-based compensation expense was $0.2 million and $0.6 million for the three months ended September 30, 2017 and 2018 , respectively, and $0.5 million and $1.0 million for the nine months ended September 30, 2017 and 2018 , respectively. As of September 30, 2018 , total unrecognized stock-based compensation expense is $6.6 million , including $2.6 million related to restricted stock awards, to be recognized over four or five years. On May 31, 2018, the Company issued 400,000 shares of restricted stock under the 2014 Incentive Plan, none of which were vested as of September 30, 2018 . On July 9, 2018, the Company issued 48,540 shares of restricted stock, none of which were vested as of September 30, 2018 . At September 30, 2018 , there were 466,577 restricted stock shares outstanding with a weighted average grant date fair value per share of $6.58 . The fair value of the restricted stock shares is equal to the closing share price on the date of grant. Of the total restricted stock shares outstanding, 400,000 vest 25% each year over four years, 48,540 vest after one year, and the remainder have a five-year vesting term. The Company has aggregate restricted stock share commitments of $0.3 million through 2021. Option Exchange On July 18, 2018, the Company commenced an offer to eligible executive officers, employees and directors to exchange certain outstanding eligible options to purchase shares of our common stock for new options covering a lesser number of shares of our common stock exercisable at a lower price. On August 17, 2018, eligible option holders tendered, and Townsquare accepted for cancellation, eligible options of 7.5 million shares of Townsquare common stock and granted replacement options to eligible option holders to purchase approximately 2.8 million shares of Class A common stock and approximately 3.8 million shares of Class B common stock in exchange for the cancellation of the tendered eligible options. The exercise price per share of the replacement options granted in the exchange offer was $8.74 , the closing price of Townsquare’s Class A common stock as reported on the NYSE on August 16, 2018 plus $0.50 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision for income taxes includes effects from the Tax Cuts and Jobs Act (“TCJA”) for changes that became effective January 1, 2018. We have incorporated provisional estimates for these new TCJA provisions as part of our forecasted annual effective tax rate. For the period ended September 30, 2018 , we have not recorded any adjusted tax impacts with respect to provisional amounts previously recorded at December 31, 2017 for deferred tax balances and the one-time transition tax. We are still refining our calculations and interpreting recent guidance on both the federal and state level which could change these provisional tax amounts. No material changes are anticipated. The Company's effective tax rate for the nine months ended September 30, 2017 and 2018 was approximately 41.8% and 27.3% , respectively. The effective tax rate may vary significantly from period to period, and can be influenced by many factors. These factors include, but are not limited to, changes to the statutory rates in the jurisdictions where the Company has operations and changes in the valuation of deferred tax assets and liabilities. The difference between the effective tax rate and the federal statutory rate of 21% for the nine months ended September 30, 2018 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2018 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: (in thousands) December 31, September 30, Accrued compensation and benefits $ 10,629 $ 9,228 Accrued professional fees 1,057 1,266 Accrued commissions 2,010 2,148 Accrued taxes 2,039 2,713 Accrued music and FCC licensing 251 1,493 Accrued publisher fees 2,752 2,154 Accrued national representation fees 947 1,012 Due to sellers, business combinations 291 293 Deferred rent 1,951 1,985 Dividend payable — 2,158 Accrued other 2,992 1,836 $ 24,919 $ 26,286 |
Lease and Other Commitments
Lease and Other Commitments | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lease and Other Commitments | Lease and Other Commitments Operating Leases : The Company leases certain facilities and equipment used in its operations. Certain of the Company’s operating leases contain renewal options through 2062, escalating rent provisions and/or cost of living adjustments. Total rental expense was approximately $5.7 million and $3.9 million for the three months ended September 30, 2017 and 2018 , respectively and approximately $14.4 million and $11.9 million for the nine months ended September 30, 2017 and 2018 , respectively. Total rental expense includes costs incurred for live events such as venue and equipment rentals. At September 30, 2018 , the total minimum annual rental commitments under non-cancelable operating leases are as follows (in thousands): 2018 (remainder) $ 2,750 2019 10,636 2020 8,390 2021 6,508 2022 5,296 Thereafter 16,371 Total minimum payments $ 49,951 Other Commitments : The radio broadcast industry’s principal ratings service is Nielsen Holdings N.V. ("Nielsen"), which publishes surveys for domestic radio markets. The Company’s remaining aggregate obligation under the agreements with Nielsen as of September 30, 2018 is approximately $18.8 million and is expected to be paid in accordance with the agreements through September 2021. In addition, the Company has aggregate commitments of $1.9 million for other broadcasting services through December 2019 and aggregate commitments of $11.0 million |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations During the fourth quarter of 2017, management undertook a corporate strategic review of the Company’s operations and concluded the Company should exit certain live events businesses. These businesses are classified as discontinued operations as they represent separate lines of business and the discontinuation thereof represents a strategic shift towards core business offerings. During the fourth quarter of 2017, management determined that following the completion of contractually committed 2017 events, the live event verticals, Premium Music and Holiday, would be discontinued. On May 24, 2018, the Company, through its subsidiary, Townsquare Live Events, LLC, sold all of the issued and outstanding membership interests of Heartland Group, LLC and its wholly owned subsidiary NAME to North American Fairs, LLC for total cash consideration of $23.5 million . In addition, Townsquare will have the right to receive 15% of any sales proceeds if NAME is sold in whole or in part within the next ten years. We had considered NAME the primary business of our Entertainment reportable segment, consistent with the manner in which the CODM(s) viewed the business. As the divestiture of the NAME business represented a strategic shift that would have a major effect on the Company’s operations and financial results, NAME's assets, liabilities and financial results are presented as discontinued operations separate from the Company’s continuing operations for all periods presented. We recognized a loss on the sale of NAME of approximately $1.9 million within net loss from discontinued operations and our Entertainment reportable segment will no longer be presented as part of our segment reporting. On June 29, 2018, the Company entered into an Agreement of Purchase and Sale to transfer it's 70% controlling interest in Mountain Jam, LLC ("Mountain Jam") to Chet-5 Festivals, LLC ("Chet-5"), and to acquire the 30% minority interest in Taste of Country Productions LLC from Chet-5. The purchase and sale included a payment of $1.3 million from the Company to Chet-5. The Company recognized a gain on the sale of Mountain Jam of approximately $1.2 million which is included within net loss from discontinued operations. The following table shows the components of assets and liabilities that are related to discontinued operations in the Company's Consolidated Balance Sheets: (in thousands) December 31, September 30, Cash and cash equivalents $ 4,090 $ 14 Accounts receivable 183 24 Prepaid expenses and other current assets 3,828 — Current assets of discontinued operations 8,101 38 Property and Equipment, net 42,962 — Intangible assets, net 14,053 — Other non-current assets 2,463 — Long term assets of discontinued operations 59,478 — Accounts payable 1,116 — Accrued expenses and other current liabilities 1,324 223 Current liabilities of discontinued operations 2,440 223 Other long-term liabilities 10,682 — Long term liabilities of discontinued operations 10,682 — Net assets $ 54,457 $ (185 ) The following table shows the components of operations that are related to discontinued operations in the Company's Consolidated Statement of Operations: Three Months Ended Nine Months Ended 2017 2018 2017 2018 Net revenue $52,215 $1 $79,063 $15,902 Discontinued operating costs and expenses: Direct operating expenses, excluding depreciation, amortization and stock-based compensation 38,554 (731 ) 72,122 26,834 Depreciation and amortization 1,717 — 4,997 2,176 Stock-based compensation 8 — 22 11 Impairment on long-lived assets — — — 37,972 Net loss on sale and retirement of assets — — 10 423 Discontinued operating income (loss) 11,936 732 1,912 (51,514 ) Other (income) expense, net (99 ) — (136 ) 23 Income (loss) from discontinued operations before income taxes 12,035 732 2,048 (51,537 ) Provision (benefit) for income taxes 4,837 872 745 (13,565 ) Net income (loss) from discontinued operations, net of income taxes $ 7,198 $ (140 ) $ 1,303 $ (37,972 ) |
Net Income (Loss) Per Common Sh
Net Income (Loss) Per Common Share | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share The following table sets forth the computations of basic and diluted net income (loss) per share for the three and nine months ended months ended September 30, 2017 and 2018 . (in thousands, except per share data) Three Months Ended Nine Months Ended 2017 2018 2017 2018 Numerator: Net income from continuing operations $ 7,094 $ 9,831 $ 15,543 $ 22,707 Net income (loss) from discontinued operations, net of income taxes 7,198 (140 ) 1,303 (37,972 ) Net income (loss) $ 14,292 $ 9,691 $ 16,846 $ (15,265 ) Denominator: Weighted average shares of common stock outstanding 18,478 18,941 18,459 18,690 Effect of dilutive common stock equivalents 9,516 8,978 9,762 8,978 Weighted average diluted common shares outstanding 27,994 27,919 28,221 27,668 Basic income (loss) per share: Continuing operations $ 0.38 $ 0.52 $ 0.84 $ 1.21 Discontinued operations 0.39 (0.01 ) 0.07 (2.03 ) Diluted income (loss) per share: Continuing operations $ 0.25 $ 0.35 $ 0.55 $ 0.82 Discontinued operations 0.26 (0.01 ) 0.05 $ (1.37 ) |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Dividend On November 5, 2018 the Board of Directors approved a dividend of $0.075 per share. The dividend will be paid to holders of record as of December 27, 2018. The estimated $2.1 million dividend will be paid on February 15, 2019. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Impairment of Long Lived and Intangible Assets | Impairment of Long Lived and Intangible Assets |
Discontinued Operations | Discontinued Operations The Company previously identified two operating segments - Local Marketing Solutions and Entertainment. During the course of 2018, two changes have occurred which affect not only the quantitative factors for determining reportable segments, but also the way in which the Chief Operating Decision Makers (“CODM(s)”) view and manage the business. The North American Midway Entertainment (“NAME”) business, which represented approximately $92.2 million of revenue and $7.3 million of operating income in 2017, was sold in May of 2018, and Mountain Jam, a multi-day music festival, representing $3.8 million of revenue and negligible operating income in 2017, was sold in June 2018. Both were reclassified as discontinued operations separate from the Company's continuing operations for the three and nine months ended September 30, 2017 and 2018 . In addition, amounts related to NAME and Mountain Jam have been reclassified as discontinued operations within the December 31, 2017 consolidated balance sheet. Following these events and without the significant net revenue contribution of NAME, the Company has been reoriented and streamlined from a Local Marketing Solutions and Entertainment products and services company to a consolidated and fully integrated local marketing company. We now view our sole product as marketing solutions (including promotion, advertising, and marketing services) geared to local communities and customers in and around our markets (or markets of similar size and/or constitution). As such, the CODM(s) and management have adjusted the |
Recently Issued and Recently Adopted Accounting Standards | Recently Issued Accounting Standards In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02, Leases. ASU 2016-02 requires the lessee to recognize in the statement of financial position a liability to make lease payments, and a right-of-use asset representing its right to use the underlying asset for the lease term. The liability and asset are initially measured at the present value of the lease payments. The ASU applies to all leases, including those previously classified as operating leases under Accounting Standards Codification ("ASC") Topic 842. The standard is effective for fiscal years beginning after December 15, 2018, and will require measurement of leases at the beginning of the earliest period presented, using a modified retrospective approach. The Company is currently assessing the potential impact ASU 2016-02 will have on its Consolidated Financial Statements and has begun the process of implementing new policies and procedures. Recently Adopted Accounting Standards In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) . This new standard replaced all prior U.S. GAAP related to revenue recognition and eliminated all industry-specific guidance. The core principle of this new standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects consideration to which the company expects to be entitled in exchange for those goods or services. On January 1, 2018, we adopted Topic 606, Revenue from Contracts with Customers and all the related amendments to all contracts using the modified retrospective method. We recognized the cumulative effect of adopting Topic 606 as an adjustment to the opening balance of retained earnings. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. We expect the impact of the adoption of the new standard to be immaterial to our net income or loss, as applicable, on an ongoing basis. The cumulative effect of the changes made to our consolidated January 1, 2018 balance sheet, after consideration of discontinued operations, for the adoption of Topic 606 were as follows (in thousands): As Reported December 31, 2017 Adjustment due to ASC 606 Balance at January 1, 2018 Assets Prepaid expenses and other current assets $ 7,540 $ 2,271 $ 9,811 Total Current Assets 138,404 2,271 140,675 Total Assets $ 1,056,358 $ 2,271 $ 1,058,629 Total Liabilities $ 675,278 $ — $ 675,278 Equity Retained earnings $ 13,265 $ 2,271 $ 15,536 Total stockholders' equity 381,080 2,271 383,351 Total liabilities and stockholders' equity $ 1,056,358 $ 2,271 $ 1,058,629 As a part of Topic 606 adoption, we reclassified costs associated with sales commissions related to obtaining certain customer contracts. In accordance with the new revenue standard's requirements, for the nine months ended September 30, 2018 , the impact of adoption of Topic 606 on our consolidated financial statements was a decrease to operating expenses and an increase to net income of approximately $0.5 million as a result of amortizing deferred commissions under ASC 606. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. ASU 2017-01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. ASU 2017-01 is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The adoption of this new guidance did not have a material impact on our consolidated financial statements. In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | The cumulative effect of the changes made to our consolidated January 1, 2018 balance sheet, after consideration of discontinued operations, for the adoption of Topic 606 were as follows (in thousands): As Reported December 31, 2017 Adjustment due to ASC 606 Balance at January 1, 2018 Assets Prepaid expenses and other current assets $ 7,540 $ 2,271 $ 9,811 Total Current Assets 138,404 2,271 140,675 Total Assets $ 1,056,358 $ 2,271 $ 1,058,629 Total Liabilities $ 675,278 $ — $ 675,278 Equity Retained earnings $ 13,265 $ 2,271 $ 15,536 Total stockholders' equity 381,080 2,271 383,351 Total liabilities and stockholders' equity $ 1,056,358 $ 2,271 $ 1,058,629 At Adoption January 1, 2018 September 30, 2018 Receivables $ 61,558 $ 68,438 Short-term contract liabilities (deferred revenue) $ 17,281 $ 9,303 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following tables disaggregate our revenue into the following categories; Advertising, which includes broadcast and local digital advertising products, Live Events and our digital marketing solutions business under the brand name Townsquare Interactive (in thousands): Three Months Ended Nine Months Ended Advertising Live Events Townsquare Interactive Total Advertising Live Events Townsquare Interactive Total Net Revenue $ 86,161 $ 13,011 $ 12,608 $ 111,780 $ 241,988 $ 40,250 $ 35,089 $ 317,327 Political 2,293 — — 2,293 4,314 — — 4,314 Net Revenue $ 88,454 $ 13,011 $ 12,608 $ 114,073 $ 246,302 $ 40,250 $ 35,089 $ 321,641 Three Months Ended Nine Months Ended Advertising Live Events Townsquare Interactive Total Advertising Live Events Townsquare Interactive Total Net Revenue $ 81,868 $ 19,564 $ 10,257 $ 111,689 $ 233,432 $ 49,925 $ 29,531 $ 312,888 Political 208 — — 208 1,241 — — 1,241 Net Revenue $ 82,076 $ 19,564 $ 10,257 $ 111,897 $ 234,673 $ 49,925 $ 29,531 $ 314,129 |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | The cumulative effect of the changes made to our consolidated January 1, 2018 balance sheet, after consideration of discontinued operations, for the adoption of Topic 606 were as follows (in thousands): As Reported December 31, 2017 Adjustment due to ASC 606 Balance at January 1, 2018 Assets Prepaid expenses and other current assets $ 7,540 $ 2,271 $ 9,811 Total Current Assets 138,404 2,271 140,675 Total Assets $ 1,056,358 $ 2,271 $ 1,058,629 Total Liabilities $ 675,278 $ — $ 675,278 Equity Retained earnings $ 13,265 $ 2,271 $ 15,536 Total stockholders' equity 381,080 2,271 383,351 Total liabilities and stockholders' equity $ 1,056,358 $ 2,271 $ 1,058,629 At Adoption January 1, 2018 September 30, 2018 Receivables $ 61,558 $ 68,438 Short-term contract liabilities (deferred revenue) $ 17,281 $ 9,303 |
Significant Acquisitions (Table
Significant Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Schedule of Purchase Price Allocation | The preliminary Princeton Acquisition purchase price allocation is shown in the following table: (in thousands) Prepaid and other current assets $ 256 FCC licenses 6,409 Property and equipment, net 976 Goodwill 9,915 Accounts payable and accrued expenses (201 ) Total purchase price $ 17,355 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property and equipment consisted of the following: (in thousands) December 31, September 30, Land and improvements $ 20,870 $ 21,095 Buildings and leasehold improvements 40,567 42,667 Broadcast equipment 74,851 79,748 Computer and office equipment 13,198 14,307 Furniture and fixtures 13,894 16,394 Transportation equipment 13,509 15,932 Software development costs 15,943 20,087 Total property and equipment, gross 192,832 210,230 Less: accumulated depreciation and amortization (88,802 ) (99,924 ) Total property and equipment, net $ 104,030 $ 110,306 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Indefinite-Lived Intangible Assets | Intangible assets consist of the following: (in thousands) Estimated Useful Life December 31, September 30, Intangible Assets: FCC licenses Indefinite $ 484,535 $ 490,944 Customer and advertising relationships 10 years 14,317 6,540 Leasehold interests 5 to 39 years 1,085 1,085 Tower space 3 to 9 years 454 454 Sports broadcast rights 1 to 2 years 665 665 Non-compete agreements 1 to 2 years 243 243 Trademarks 15 years 8,675 8,675 Other intangibles 3 years 1,141 161 Total 511,115 508,767 Less: Accumulated amortization (15,614) (8,126 ) Net amount $ 495,501 $ 500,641 |
Schedule of Finite-Lived Intangible Assets | Intangible assets consist of the following: (in thousands) Estimated Useful Life December 31, September 30, Intangible Assets: FCC licenses Indefinite $ 484,535 $ 490,944 Customer and advertising relationships 10 years 14,317 6,540 Leasehold interests 5 to 39 years 1,085 1,085 Tower space 3 to 9 years 454 454 Sports broadcast rights 1 to 2 years 665 665 Non-compete agreements 1 to 2 years 243 243 Trademarks 15 years 8,675 8,675 Other intangibles 3 years 1,141 161 Total 511,115 508,767 Less: Accumulated amortization (15,614) (8,126 ) Net amount $ 495,501 $ 500,641 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated future amortization expense for each of the five succeeding fiscal years and thereafter as of September 30, 2018 is as follows (in thousands): 2018 (remainder) $ 329 2019 1,291 2020 1,243 2021 1,234 2022 1,230 Thereafter 4,370 $ 9,697 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Long-term Debt Instruments | Total debt outstanding is summarized as follows: (in thousands) December 31, September 30, 2023 Notes $ 280,079 $ 280,079 Term Loans 291,851 282,332 Capitalized obligations 15 11 Debt before deferred financing costs 571,945 562,422 Deferred financing costs (6,803 ) (5,568 ) Total debt 565,142 556,854 Less: current portion of long-term debt (9,524 ) (5 ) Total long-term debt $ 555,618 $ 556,849 |
Annual Maturities of Long-term Debt | Annual maturities of the Company's long-term debt as of September 30, 2018 are as follows (in thousands): 2018 (remainder) $ 1 2019 5 2020 5 2021 — 2022 282,332 Thereafter 280,079 $ 562,422 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Schedule of Stockholders Equity | The table below presents a summary, as of September 30, 2018 , of our authorized and outstanding common stock, and securities convertible into common stock, excluding options issued under our 2014 Omnibus Incentive Plan. Security 1 Par Value Per Share Number Authorized Number Outstanding Description Class A common stock $ 0.01 300,000,000 14,297,066 One vote per share. Class B common stock $ 0.01 50,000,000 3,011,634 10 votes per share. 2 Class C common stock $ 0.01 50,000,000 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 400,000,000 27,922,717 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. |
Schedule of Stock Options Activity | The following table summarizes stock option activity for the nine months ended September 30, 2018 : Shares Weighted Average Weighted Average Aggregate Intrinsic Value Outstanding at January 1, 2018 8,544,225 $ 9.50 6.11 $ — Granted 8,003,046 8.34 Exercised — — Forfeited (7,741,047 ) 9.51 Outstanding at September 30, 2018 8,806,224 $ 8.44 6.03 $ 1,945,200 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses and other current liabilities consist of the following: (in thousands) December 31, September 30, Accrued compensation and benefits $ 10,629 $ 9,228 Accrued professional fees 1,057 1,266 Accrued commissions 2,010 2,148 Accrued taxes 2,039 2,713 Accrued music and FCC licensing 251 1,493 Accrued publisher fees 2,752 2,154 Accrued national representation fees 947 1,012 Due to sellers, business combinations 291 293 Deferred rent 1,951 1,985 Dividend payable — 2,158 Accrued other 2,992 1,836 $ 24,919 $ 26,286 |
Lease and Other Commitments (Ta
Lease and Other Commitments (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | At September 30, 2018 , the total minimum annual rental commitments under non-cancelable operating leases are as follows (in thousands): 2018 (remainder) $ 2,750 2019 10,636 2020 8,390 2021 6,508 2022 5,296 Thereafter 16,371 Total minimum payments $ 49,951 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | The following table shows the components of assets and liabilities that are related to discontinued operations in the Company's Consolidated Balance Sheets: (in thousands) December 31, September 30, Cash and cash equivalents $ 4,090 $ 14 Accounts receivable 183 24 Prepaid expenses and other current assets 3,828 — Current assets of discontinued operations 8,101 38 Property and Equipment, net 42,962 — Intangible assets, net 14,053 — Other non-current assets 2,463 — Long term assets of discontinued operations 59,478 — Accounts payable 1,116 — Accrued expenses and other current liabilities 1,324 223 Current liabilities of discontinued operations 2,440 223 Other long-term liabilities 10,682 — Long term liabilities of discontinued operations 10,682 — Net assets $ 54,457 $ (185 ) The following table shows the components of operations that are related to discontinued operations in the Company's Consolidated Statement of Operations: Three Months Ended Nine Months Ended 2017 2018 2017 2018 Net revenue $52,215 $1 $79,063 $15,902 Discontinued operating costs and expenses: Direct operating expenses, excluding depreciation, amortization and stock-based compensation 38,554 (731 ) 72,122 26,834 Depreciation and amortization 1,717 — 4,997 2,176 Stock-based compensation 8 — 22 11 Impairment on long-lived assets — — — 37,972 Net loss on sale and retirement of assets — — 10 423 Discontinued operating income (loss) 11,936 732 1,912 (51,514 ) Other (income) expense, net (99 ) — (136 ) 23 Income (loss) from discontinued operations before income taxes 12,035 732 2,048 (51,537 ) Provision (benefit) for income taxes 4,837 872 745 (13,565 ) Net income (loss) from discontinued operations, net of income taxes $ 7,198 $ (140 ) $ 1,303 $ (37,972 ) |
Net Income (Loss) Per Common _2
Net Income (Loss) Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | The following table sets forth the computations of basic and diluted net income (loss) per share for the three and nine months ended months ended September 30, 2017 and 2018 . (in thousands, except per share data) Three Months Ended Nine Months Ended 2017 2018 2017 2018 Numerator: Net income from continuing operations $ 7,094 $ 9,831 $ 15,543 $ 22,707 Net income (loss) from discontinued operations, net of income taxes 7,198 (140 ) 1,303 (37,972 ) Net income (loss) $ 14,292 $ 9,691 $ 16,846 $ (15,265 ) Denominator: Weighted average shares of common stock outstanding 18,478 18,941 18,459 18,690 Effect of dilutive common stock equivalents 9,516 8,978 9,762 8,978 Weighted average diluted common shares outstanding 27,994 27,919 28,221 27,668 Basic income (loss) per share: Continuing operations $ 0.38 $ 0.52 $ 0.84 $ 1.21 Discontinued operations 0.39 (0.01 ) 0.07 (2.03 ) Diluted income (loss) per share: Continuing operations $ 0.25 $ 0.35 $ 0.55 $ 0.82 Discontinued operations 0.26 (0.01 ) 0.05 $ (1.37 ) |
Organization and Basis of Pre_2
Organization and Basis of Presentation - Nature of Business (Details) attendee in Millions | Sep. 30, 2018radio_stationmarketattendeeeventwebsite |
Organization and Basis of Presentation [Line Items] | |
Number of radio stations | radio_station | 321 |
Number of search engine and mobile-optimized local websites (more than) | website | 330 |
Number of small and mid-sized markets in which entity operates | 14,500 |
Number of live events | event | 200 |
Number of annual attendees at live events (more than) | attendee | 1 |
United States | |
Organization and Basis of Presentation [Line Items] | |
Number of small and mid-sized markets | 67 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Impairment of Long Lived and Intangible Assets (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Accounting Policies [Abstract] | |
Impairment charge | $ 38 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Discontinued Operations (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($)segment | |
Segment Reporting Information [Line Items] | |||||
Number of operating segments | segment | 2 | ||||
Discontinued Operations | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | $ 1 | $ 52,215 | $ 15,902 | $ 79,063 | |
Operating income | $ 732 | $ 11,936 | $ (51,514) | $ 1,912 | |
NAME | Discontinued Operations, Disposed of by Sale | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | $ 92,200 | ||||
Operating income | 7,300 | ||||
Mountain Jam | Discontinued Operations | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | 3,800 | ||||
Operating income | $ 0 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Cumulative Effect of Changes for the Adoption of ASU 2014-09 (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Jan. 01, 2018 | Dec. 31, 2017 | |
ASSETS | ||||||
Prepaid expenses and other current assets | $ 9,002 | $ 9,002 | $ 9,811 | $ 7,540 | ||
Total Current Assets | 127,110 | 127,110 | 140,675 | 138,404 | ||
Total Assets | 1,011,530 | 1,011,530 | 1,058,629 | 1,056,358 | ||
Total Liabilities | 652,037 | 652,037 | 675,278 | 675,278 | ||
Equity | ||||||
Retained earnings | (6,956) | (6,956) | 15,536 | 13,265 | ||
Total stockholders' equity | 359,493 | 359,493 | 383,351 | 381,080 | ||
Total liabilities and stockholders' equity | 1,011,530 | 1,011,530 | 1,058,629 | 1,056,358 | ||
Net income (loss) | $ 9,691 | $ 14,292 | (15,265) | $ 16,846 | ||
As Reported December 31, 2017 | ||||||
ASSETS | ||||||
Prepaid expenses and other current assets | 7,540 | |||||
Total Current Assets | 138,404 | |||||
Total Assets | 1,056,358 | |||||
Total Liabilities | 675,278 | |||||
Equity | ||||||
Retained earnings | 13,265 | |||||
Total stockholders' equity | 381,080 | |||||
Total liabilities and stockholders' equity | $ 1,056,358 | |||||
Accounting Standards Update 2014-09 | ||||||
Equity | ||||||
Operating expenses | 500 | |||||
Net income (loss) | $ 500 | |||||
Accounting Standards Update 2014-09 | Adjustment due to ASC 606 | ||||||
ASSETS | ||||||
Prepaid expenses and other current assets | 2,271 | |||||
Total Current Assets | 2,271 | |||||
Total Assets | 2,271 | |||||
Total Liabilities | 0 | |||||
Equity | ||||||
Retained earnings | 2,271 | |||||
Total stockholders' equity | 2,271 | |||||
Total liabilities and stockholders' equity | $ 2,271 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Disaggregation of Revenue [Line Items] | ||||
Net Revenue | $ 114,073 | $ 111,897 | $ 321,641 | $ 314,129 |
Advertising | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenue | 88,454 | 82,076 | 246,302 | 234,673 |
Live Events | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenue | 13,011 | 19,564 | 40,250 | 49,925 |
Townsquare Interactive | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenue | 12,608 | 10,257 | 35,089 | 29,531 |
Excluding political | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenue | 111,780 | 111,689 | 317,327 | 312,888 |
Excluding political | Advertising | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenue | 86,161 | 81,868 | 241,988 | 233,432 |
Excluding political | Live Events | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenue | 13,011 | 19,564 | 40,250 | 49,925 |
Excluding political | Townsquare Interactive | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenue | 12,608 | 10,257 | 35,089 | 29,531 |
Political | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenue | 2,293 | 208 | 4,314 | 1,241 |
Political | Advertising | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenue | 2,293 | 208 | 4,314 | 1,241 |
Political | Live Events | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenue | 0 | 0 | 0 | 0 |
Political | Townsquare Interactive | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Receivables, Contract Assets and Contract Liabilities from Contracts (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Revenue from Contract with Customer [Abstract] | |||
Receivables | $ 68,438 | $ 61,558 | $ 61,558 |
Short-term contract liabilities (deferred revenue) | $ 9,303 | $ 17,281 | $ 17,281 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Revenue from Contract with Customer [Abstract] | |||
Recognized revenue | $ 4.1 | $ 16.7 | |
Deferred costs | $ 2.3 | ||
Recognized amortization | $ 0.4 | $ 1.5 |
Interim Financial Data - Narrat
Interim Financial Data - Narrative (Details) - Advertising Time Exchanged for Goods and Services - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Nonmonetary Transaction [Line Items] | ||||
Barter revenue | $ 7.6 | $ 6.8 | $ 22.3 | $ 18.4 |
Barter expense | $ 4.7 | $ 4.5 | $ 12.1 | $ 11.1 |
Significant Acquisitions - Add
Significant Acquisitions - Additional Details (Details) $ in Thousands | Jul. 02, 2018USD ($)radio_station | Sep. 30, 2018USD ($) | Dec. 31, 2017USD ($) |
Business Acquisition [Line Items] | |||
Goodwill | $ 251,802 | $ 241,888 | |
Connoisseur Media, LLC | |||
Business Acquisition [Line Items] | |||
Radio stations acquired | radio_station | 3 | ||
Payments to acquire businesses, gross of working capital adjustment | $ 17,300 | ||
Working capital adjustment | 100 | ||
Payments to acquire businesses, net of closing adjustments | 17,400 | ||
Goodwill | 9,915 | $ 9,900 | |
FCC licenses | Connoisseur Media, LLC | |||
Business Acquisition [Line Items] | |||
Fair value of intangible assets acquired | $ 6,400 |
Significant Acquisitions - Sch
Significant Acquisitions - Schedule of Purchase Price Allocation (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Jul. 02, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||
Goodwill | $ 251,802 | $ 241,888 | |
Connoisseur Media, LLC | |||
Business Acquisition [Line Items] | |||
Prepaid and other current assets | $ 256 | ||
Property and equipment | 976 | ||
Goodwill | $ 9,900 | 9,915 | |
Accounts payable and accrued expenses | (201) | ||
Total purchase price | 17,355 | ||
FCC licenses | Connoisseur Media, LLC | |||
Business Acquisition [Line Items] | |||
FCC licenses | $ 6,409 |
Investments - Narrative (Detail
Investments - Narrative (Details) - USD ($) $ in Millions | Jun. 12, 2018 | May 17, 2018 |
Investments, All Other Investments [Abstract] | ||
Preferred stock aggregate value | $ 3.2 | $ 3.2 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Physical Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 210,230 | $ 192,832 |
Less: accumulated depreciation and amortization | (99,924) | (88,802) |
Total property and equipment, net | 110,306 | 104,030 |
Land and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 21,095 | 20,870 |
Buildings and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 42,667 | 40,567 |
Broadcast equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 79,748 | 74,851 |
Computer and office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 14,307 | 13,198 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 16,394 | 13,894 |
Transportation equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 15,932 | 13,509 |
Software development costs | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 20,087 | $ 15,943 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |||||
Depreciation and amortization | $ 4.4 | $ 4.3 | $ 12.8 | $ 13 | |
Asset impairment charges | $ 25.6 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Jul. 02, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | |||||||
Goodwill | $ 251,802 | $ 251,802 | $ 241,888 | ||||
Amortization of intangible assets | 500 | $ 600 | 1,300 | $ 1,800 | |||
Impairment charge of intangible assets | $ 12,400 | ||||||
Connoisseur Media, LLC | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Goodwill | 9,900 | 9,900 | $ 9,915 | ||||
Customer and advertising relationships | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Impairment charge of intangible assets | $ 8,800 | $ 8,800 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Schedule of Finite Lived and Indefinite Lived Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Indefinite-lived Intangible Assets [Line Items] | ||
Total | $ 508,767 | $ 511,115 |
Less: Accumulated amortization | (8,126) | (15,614) |
Net amount | 500,641 | 495,501 |
FCC licenses | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Gross indefinite-lived intangible assets | 490,944 | 484,535 |
Customer and advertising relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross finite-lived intangible assets | $ 6,540 | 14,317 |
Intangible asset useful life | 10 years | |
Leasehold interests | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross finite-lived intangible assets | $ 1,085 | 1,085 |
Leasehold interests | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset useful life | 5 years | |
Leasehold interests | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset useful life | 39 years | |
Tower space | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross finite-lived intangible assets | $ 454 | 454 |
Tower space | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset useful life | 3 years | |
Tower space | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset useful life | 9 years | |
Sports broadcast rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross finite-lived intangible assets | $ 665 | 665 |
Sports broadcast rights | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset useful life | 1 year | |
Sports broadcast rights | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset useful life | 2 years | |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross finite-lived intangible assets | $ 243 | 243 |
Non-compete agreements | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset useful life | 1 year | |
Non-compete agreements | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset useful life | 2 years | |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross finite-lived intangible assets | $ 8,675 | 8,675 |
Intangible asset useful life | 15 years | |
Other intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross finite-lived intangible assets | $ 161 | $ 1,141 |
Intangible asset useful life | 3 years |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Schedule of Finite-Lived Intangible Assets, Future Amortization (Details) $ in Thousands | Sep. 30, 2018USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2018 (remainder) | $ 329 |
2,019 | 1,291 |
2,020 | 1,243 |
2,021 | 1,234 |
2,022 | 1,230 |
Thereafter | 4,370 |
Total | $ 9,697 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Debt before deferred financing costs | $ 562,422 | $ 571,945 |
Capitalized obligations | 11 | 15 |
Deferred financing costs | (5,568) | (6,803) |
Total debt | 556,854 | 565,142 |
Less: current portion of long-term debt | (5) | (9,524) |
Total long-term debt | 556,849 | 555,618 |
2023 Notes | ||
Debt Instrument [Line Items] | ||
Debt before deferred financing costs | 280,079 | 280,079 |
Term Loans | ||
Debt Instrument [Line Items] | ||
Debt before deferred financing costs | $ 282,332 | $ 291,851 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) - USD ($) | Feb. 08, 2017 | Apr. 01, 2015 | Mar. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Sep. 01, 2015 |
Debt Instrument [Line Items] | |||||||
Write off of unamortized deferred financing costs | $ 400,000 | ||||||
Amortization of deferred financing costs | $ 100,000 | $ 1,140,000 | $ 1,232,000 | ||||
2023 Notes | |||||||
Debt Instrument [Line Items] | |||||||
Requirement to repurchase notes, percentage | 101.00% | ||||||
Term Loan | Seven Year Term Loan Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debt amount | $ 275,000,000 | ||||||
Debt term | 7 years | ||||||
Decrease in interest rate | 0.25% | ||||||
Repayments of long-term debt | $ 9,500,000 | ||||||
Term Loan | Seven Year Term Loan Facility | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Variable rate floor | 1.00% | 5.29% | |||||
Basis spread on variable rate | 3.00% | ||||||
Term Loan | 2015 Incremental Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Debt amount | $ 45,000,000 | ||||||
Revolving Credit Facility | Five Year Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debt term | 5 years | ||||||
Line of credit, borrowing capacity | $ 50,000,000 | ||||||
Revolving Credit Facility | Five Year Revolving Credit Facility | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 2.50% | ||||||
Revolving Credit Facility | Five Year Revolving Credit Facility | Base Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 1.50% | ||||||
Senior Notes | 2023 Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt amount | $ 300,000,000 | ||||||
Stated interest rate | 6.50% | ||||||
Debt fair value | $ 260,800,000 | ||||||
Term Loans | 2023 Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt fair value | $ 281,300,000 |
Long-Term Debt - Schedule of Ma
Long-Term Debt - Schedule of Maturities of Long Term Debt (Details) $ in Thousands | Sep. 30, 2018USD ($) |
Debt Disclosure [Abstract] | |
2018 (remainder) | $ 1 |
2,019 | 5 |
2,020 | 5 |
2,021 | 0 |
2,022 | 282,332 |
Thereafter | 280,079 |
Long-term debt | $ 562,422 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Stockholders Equity (Details) | 9 Months Ended | |
Sep. 30, 2018USD ($)vote / shares$ / sharesshares | Dec. 31, 2017$ / sharesshares | |
Class of Stock [Line Items] | ||
Common shares authorized (in shares) | 400,000,000 | |
Total common stock and warrants outstanding (in shares) | 27,922,717 | |
Warrants, number of shares exercisable (in shares) | 1 | |
Exercise prices per warrant (in dollars per share) | $ / shares | $ 0.0001 | |
Aggregate exercise price of all warrants | $ | $ 898 | |
Warrants | ||
Class of Stock [Line Items] | ||
Warrants outstanding (in shares) | 8,977,676 | |
Class A common stock | ||
Class of Stock [Line Items] | ||
Common par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 |
Common shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common shares outstanding (in shares) | 14,297,066 | 13,819,639 |
Number of votes per share | vote / shares | 1 | |
Class B common stock | ||
Class of Stock [Line Items] | ||
Common par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 |
Common shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common shares outstanding (in shares) | 3,011,634 | 3,022,484 |
Number of votes per share | vote / shares | 10 | |
Class C common stock | ||
Class of Stock [Line Items] | ||
Common par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 |
Common shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common shares outstanding (in shares) | 1,636,341 | 1,636,341 |
Number of votes per share | vote / shares | 0 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 09, 2018 | May 31, 2018 | May 07, 2018 | Mar. 12, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Aug. 16, 2018 | Jul. 18, 2018 |
Class of Stock [Line Items] | |||||||||||
Dividends declared (in dollars per share) | $ 0.075 | $ 75 | $ 0 | $ 225 | $ 0 | ||||||
Dividends declared | $ 2,100 | $ 2,100 | $ 6,277 | ||||||||
Annual dividend yield, (in dollars per share) | $ 0.30 | ||||||||||
Stock-based compensation expense | $ 597 | $ 193 | $ 1,033 | $ 549 | |||||||
Unrecognized stock-based compensation expense | $ 6,600 | $ 6,600 | |||||||||
Weighted average grant date fair value (in dollars per share) | $ 8.44 | $ 8.44 | $ 9.50 | ||||||||
Restricted stock share commitments | $ 300 | ||||||||||
2014 Omnibus Incentive Plan | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares authorized (in shares) | 12,000,000 | 12,000,000 | |||||||||
Shares available for grant (in shares) | 2,684,121 | 2,684,121 | |||||||||
Minimum | |||||||||||
Class of Stock [Line Items] | |||||||||||
Options outstanding, exercise price (in dollars per share) | $ 6.31 | $ 6.31 | |||||||||
Minimum | 2014 Omnibus Incentive Plan | |||||||||||
Class of Stock [Line Items] | |||||||||||
Options outstanding, exercise price (in dollars per share) | 6.31 | 6.31 | |||||||||
Maximum | |||||||||||
Class of Stock [Line Items] | |||||||||||
Options outstanding, exercise price (in dollars per share) | 9.63 | 9.63 | |||||||||
Maximum | 2014 Omnibus Incentive Plan | |||||||||||
Class of Stock [Line Items] | |||||||||||
Options outstanding, exercise price (in dollars per share) | 9.63 | 9.63 | |||||||||
Restricted Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Weighted average grant date fair value (in dollars per share) | $ 6.58 | $ 6.58 | |||||||||
Class A common stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares issuable upon exercise of stock options (in shares) | 4,249,278 | 4,249,278 | |||||||||
Common Class B | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares issuable upon exercise of stock options (in shares) | 4,556,946 | 4,556,946 | |||||||||
Preferred Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred shares authorized (in shares) | 50,000,000 | 50,000,000 | |||||||||
Options Exchange [Member] | Class A common stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares authorized (in shares) | 2,800,000 | ||||||||||
Options Exchange [Member] | Common Class B | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares authorized (in shares) | 3,800,000 | ||||||||||
Options Exchange [Member] | Common Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares authorized (in shares) | 7,500,000 | ||||||||||
Share price (in dollars per share) | $ 8.74 | ||||||||||
Additional Cost to Share Price | $ 0.50 | ||||||||||
Restricted Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares outstanding (in shares) | 466,577 | 466,577 | |||||||||
Options expected to vest (in shares) | 400,000 | 400,000 | |||||||||
Unrecognized stock-based compensation expense | $ 2,600 | $ 2,600 | |||||||||
Restricted Stock | 2014 Omnibus Incentive Plan | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares issued during period (in shares) | 48,540 | 400,000 | |||||||||
Restricted Stock | Minimum | |||||||||||
Class of Stock [Line Items] | |||||||||||
Unrecognized share-based compensation expense recognition period | 4 years | ||||||||||
Restricted Stock | Maximum | |||||||||||
Class of Stock [Line Items] | |||||||||||
Unrecognized share-based compensation expense recognition period | 5 years | ||||||||||
Share-based Compensation Award, Tranche One | |||||||||||
Class of Stock [Line Items] | |||||||||||
Vesting percentage | 50.00% | ||||||||||
Vesting term | 3 years | ||||||||||
Share-based Compensation Award, Tranche One | Restricted Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Vesting percentage | 25.00% | ||||||||||
Vesting term | 4 years | ||||||||||
Options expected to vest (in shares) | 48,540 | 48,540 | |||||||||
Share-based Compensation Award, Tranche Two | |||||||||||
Class of Stock [Line Items] | |||||||||||
Vesting percentage | 50.00% | ||||||||||
Vesting term | 4 years | ||||||||||
Share-based Compensation Award, Tranche Two | Restricted Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Vesting term | 5 years | ||||||||||
Share-based Compensation Award, Tranche Three | |||||||||||
Class of Stock [Line Items] | |||||||||||
Vesting percentage | 25.00% | ||||||||||
Vesting term | 4 years | ||||||||||
Options expected to vest (in shares) | 1,200,000 | 1,200,000 |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Option Activity (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Shares | ||
Outstanding, beginning balance (in shares) | 8,544,225 | |
Granted (in shares) | 8,003,046 | |
Exercised (in shares) | 0 | |
Forfeited (in shares) | (7,741,047) | |
Outstanding, ending balance (in shares) | 8,806,224 | 8,544,225 |
Weighted Average Exercise Price | ||
Outstanding, beginning balance (in dollars per share) | $ 9.50 | |
Granted (in dollars per share) | 8.34 | |
Exercised (in dollars per share) | 0 | |
Forfeited (in dollars per share) | 9.51 | |
Outstanding, ending balance (in dollars per share) | $ 8.44 | $ 9.50 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Weighted Average Remaining Contractual Life (years) | 6 years 10 days | 6 years 1 month 9 days |
Aggregate Intrinsic Value | $ 1,945,200 | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | 27.30% | 41.80% |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Accrued compensation and benefits | $ 9,228 | $ 10,629 |
Accrued professional fees | 1,266 | 1,057 |
Accrued commissions | 2,148 | 2,010 |
Accrued taxes | 2,713 | 2,039 |
Accrued music and FCC licensing | 1,493 | 251 |
Accrued publisher fees | 2,154 | 2,752 |
Accrued national representation fees | 1,012 | 947 |
Due to sellers, business combinations | 293 | 291 |
Deferred rent | 1,985 | 1,951 |
Dividend payable | 2,158 | 0 |
Accrued other | 1,836 | 2,992 |
Accrued expenses and other current liabilities | $ 26,286 | $ 24,919 |
Lease and Other Commitments - N
Lease and Other Commitments - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Total rent expense | $ 3.9 | $ 5.7 | $ 11.9 | $ 14.4 |
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||||
Purchase commitment, remaining obligation | 18.8 | 18.8 | ||
Other Broadcasting Services | ||||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||||
Purchase commitment, remaining obligation | 1.9 | 1.9 | ||
Purchased Software | ||||
Purchase Commitment, Excluding Long-term Commitment [Line Items] | ||||
Purchase commitment, remaining obligation | $ 11 | $ 11 |
Lease and Other Commitments - O
Lease and Other Commitments - Operating Leases (Details) $ in Thousands | Sep. 30, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Leases, 2018 (remainder) | $ 2,750 |
Leases, 2019 | 10,636 |
Leases, 2020 | 8,390 |
Leases, 2021 | 6,508 |
Leases, 2022 | 5,296 |
Leases, Thereafter | 16,371 |
Total minimum payments | $ 49,951 |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - USD ($) $ in Thousands | Jun. 29, 2018 | May 24, 2018 | Sep. 30, 2018 | Sep. 30, 2017 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Purchase and sale payment | $ 21,128 | $ 5,496 | ||
Heartland Group, LLC and Subsidiary North American Fairs, LLC | Discontinued Operations, Disposed of by Sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Consideration transferred | $ 23,500 | |||
Right to sale proceeds of subsidiary, percent | 15.00% | |||
Right to sale proceeds of subsidiary, maximum period of time | 10 years | |||
NAME | Discontinued Operations, Disposed of by Sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Gain (loss) on disposition of business | $ (1,900) | |||
Mountain Jam | Discontinued Operations, Disposed of by Sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Gain (loss) on disposition of business | $ 1,200 | |||
Taste Of Country Productions LLC | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Minority ownership percentage acquired | 30.00% | |||
Purchase and sale payment | $ 1,300 | |||
Mountain Jam, LLC | Mountain Jam | Discontinued Operations, Disposed of by Sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Ownership percentage before transaction | 70.00% |
Discontinued Operations - Compo
Discontinued Operations - Components of Assets and Liabilities Related to Discontinued Operations (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Current assets of discontinued operations | $ 38 | $ 7,222 |
Long term assets of discontinued operations | 0 | 59,478 |
Current liabilities of discontinued operations | 223 | 2,440 |
Long term liabilities of discontinued operations | 0 | 10,682 |
Discontinued Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cash and cash equivalents | 14 | 4,090 |
Accounts receivable | 24 | 183 |
Prepaid expenses and other current assets | 0 | 3,828 |
Current assets of discontinued operations | 38 | 8,101 |
Property and Equipment, net | 0 | 42,962 |
Intangible assets, net | 0 | 14,053 |
Other non-current assets | 0 | 2,463 |
Long term assets of discontinued operations | 0 | 59,478 |
Accounts payable | 0 | 1,116 |
Accrued expenses and other current liabilities | 223 | 1,324 |
Current liabilities of discontinued operations | 223 | 2,440 |
Other long-term liabilities | 0 | 10,682 |
Long term liabilities of discontinued operations | 0 | 10,682 |
Net assets | $ (185) | $ 54,457 |
Discontinued Operations - Com_2
Discontinued Operations - Components of Operations Related to Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Discontinued operating costs and expenses: | |||||
Impairment on long-lived assets | $ 25,600 | ||||
Net income (loss) from discontinued operations, net of income taxes | $ (140) | $ 7,198 | $ (37,972) | $ 1,303 | |
Discontinued Operations | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Net revenue | 1 | 52,215 | 15,902 | 79,063 | |
Discontinued operating costs and expenses: | |||||
Direct operating expenses, excluding depreciation, amortization and stock-based compensation | (731) | 38,554 | 26,834 | 72,122 | |
Depreciation and amortization | 0 | 1,717 | 2,176 | 4,997 | |
Stock-based compensation | 0 | 8 | 11 | 22 | |
Impairment on long-lived assets | 0 | 0 | 37,972 | 0 | |
Net loss on sale and retirement of assets | 0 | 0 | 423 | 10 | |
Discontinued operating income (loss) | 732 | 11,936 | (51,514) | 1,912 | |
Other (income) expense, net | 0 | (99) | 23 | (136) | |
Income (loss) from discontinued operations before income taxes | 732 | 12,035 | (51,537) | 2,048 | |
Provision (benefit) for income taxes | 872 | 4,837 | (13,565) | 745 | |
Net income (loss) from discontinued operations, net of income taxes | $ (140) | $ 7,198 | $ (37,972) | $ 1,303 |
Net Income (Loss) Per Common _3
Net Income (Loss) Per Common Share - Schedule of Computations of Basic and Diluted Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Numerator: | ||||
Net income from continuing operations | $ 9,831 | $ 7,094 | $ 22,707 | $ 15,543 |
Net income (loss) from discontinued operations, net of income taxes | (140) | 7,198 | (37,972) | 1,303 |
Net income (loss) | $ 9,691 | $ 14,292 | $ (15,265) | $ 16,846 |
Denominator: | ||||
Weighted average shares outstanding, basic (in shares) | 18,941 | 18,478 | 18,690 | 18,459 |
Effect of dilutive common stock equivalents (in shares) | 8,978 | 9,516 | 8,978 | 9,762 |
Weighted average diluted common shares outstanding (in shares) | 27,919 | 27,994 | 27,668 | 28,221 |
Basic income (loss) per share: | ||||
Continuing operations (in dollars per share) | $ 0.52 | $ 0.38 | $ 1.21 | $ 0.84 |
Discontinued operations (in dollars per share) | (0.01) | 0.39 | (2.03) | 0.07 |
Diluted income (loss) per share: | ||||
Continuing operations (in dollars per share) | 0.35 | 0.25 | 0.82 | 0.55 |
Discontinued operations (in dollars per share) | $ (0.01) | $ 0.26 | $ (1.37) | $ 0.05 |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 05, 2018 | Mar. 12, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 |
Subsequent Event [Line Items] | |||||||
Dividends declared (in dollars per share) | $ 0.075 | $ 75 | $ 0 | $ 225 | $ 0 | ||
Dividends declared during the period | $ 2,158 | $ 2,158 | $ 0 | ||||
Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Dividends declared (in dollars per share) | $ 0.075 | ||||||
Dividends declared during the period | $ 2,100 |