IMMEDIATE RELEASE
TOWNSQUARE ANNOUNCES STRONG FIRST QUARTER NET REVENUE
GROWTH OF 6.5% AND ADJUSTED EBITDA INCREASE 8.3%
Digital Revenue Over 33% of Total Net Revenue for the First Time Ever
Greenwich, CT - May 7, 2019 - Townsquare Media, Inc. (NYSE: TSQ) (“Townsquare,” the “Company,” “we,” “us,” or “our”) announced today financial results for the first quarter ended March 31, 2019.
“Townsquare is off to a great start in 2019 with strong operational and financial performance, demonstrated by our first quarter Adjusted EBITDA growth of 8.3%,” commented Bill Wilson, Chief Executive Officer of Townsquare. “We have continued the strong momentum we experienced throughout 2018, as our team once again delivered double-digit revenue growth in our Townsquare Ignite and Townsquare Interactive divisions, leading to total net revenue growth of 6.5% in the first quarter of 2019. As a result of our continued growth and strength in digital, we are pleased to announce that for the first time in our history, digital revenue contributed over one-third of the Company’s total net revenue. Given our diversified revenue base, today and moving forward we believe Townsquare is best described as a premier local media and digital marketing solutions company.”
“To that point, beginning in the first quarter of 2019 I am very pleased to share that we have provided segmentation of our financial results. In particular this will allow you to see the strong profit that is generated by Townsquare Interactive, our digital marketing solutions business which currently serves approximately 16,200 monthly subscribers. In the first quarter of 2019, Townsquare Interactive had net revenue growth of 31.6% and Adjusted Operating Income growth of 34.8%, operating at a 31% margin. As noted previously, we believe that Townsquare Interactive, as well as our Townsquare Ignite division, will each generate $100 million in annual net revenue within the next three to five years.”
The Company announced today that its board of directors approved a quarterly cash dividend of $0.075 per share. The dividend will be payable on August 15, 2019 to shareholders of record as of the close of business on June 28, 2019.
On April 30, 2019, the Company entered into an amendment under its existing credit agreement to, among other things, extend the maturity date of the existing revolving credit facility by two years to April 1, 2022, coterminous with the Term Loan maturity date (with a springing maturity six months inside of the maturity date of the Term Loan) and to amend certain asset sale provisions.
First Quarter Highlights*
| |
| • | As compared to the first quarter of 2018 on a GAAP basis: |
•Net revenue increased 6.5%, and 7.0% excluding political revenue
•Advertising net revenue increased 3.9%, and 4.5% excluding political revenue
•Townsquare Interactive net revenue increased 31.6%
•Live Events net revenue decreased 8.6%
•Net loss decreased 82.0%, and net income from continuing operations decreased 31.5%
•Adjusted EBITDA increased 8.3%
| |
| • | As compared to the first quarter of 2018 on a pro forma basis: |
•Net revenue increased 4.7%, and 5.1% excluding political revenue
•Net loss decreased 81.8%
•Adjusted EBITDA increased 6.7%
| |
| • | Diluted net income per share from continuing operations was $0.09 |
| |
| • | Townsquare Interactive added 850 net subscribers, ending the quarter with approximately 16,200 subscribers |
* See below for discussion of non-GAAP measures and reconciliations to GAAP measures.
Segment Reporting
We have three reportable operating segments, Advertising, which includes broadcast and digital advertising products and solutions, Townsquare Interactive, our digital marketing solutions business and Live Events, which is comprised of the Company's live events, including concerts, expositions and other experiential events.
Quarter Ended March 31, 2019 Compared to the Quarter March 31, 2018
Net Revenue
Net revenue for the quarter ended March 31, 2019 increased $5.7 million, or 6.5%, to $93.7 million, as compared to $88.0 million in the same period last year. Advertising net revenue increased $2.8 million, or 3.9% to $74.3 million, Townsquare Interactive net revenue increased $3.4 million, or 31.6%, to $14.2 million, and Live Events net revenue decreased $0.5 million, or 8.6%, to $5.2 million, each as compared to the same period last year. Excluding political revenue, net revenue increased $6.1 million, or 7.0%, to $93.4 million, and Advertising net revenue increased $3.2 million, or 4.5%, to $74.0 million.
Pro forma net revenue for the quarter ended March 31, 2019 increased $4.2 million, or 4.7%, to $93.7 million, as compared to $89.5 million in the same period last year. As used in this release, the term “pro forma” means pro forma for our acquisition of three radio stations in Princeton, NJ on July 2, 2018. Advertising net revenue increased $1.3 million, or 1.7%, to $74.3 million, Townsquare Interactive net revenue increased $3.4 million, or 31.6%, to $14.2 million, and Live Events net revenue decreased $0.5 million, or 9.2%, to $5.2 million, each as compared to the same period last year. Excluding political revenue, net revenue increased $4.6 million, or 5.1%, to $93.4 million, and Advertising net revenue increased $1.7 million, or 2.3%, to $74.0 million.
Net Loss
Net loss for the quarter ended March 31, 2019 decreased $21.8 million, or 82.0%, to a net loss of $4.8 million, as compared to a net loss of $26.6 million in the same period last year. Net income from continuing operations decreased $1.1 million or 31.5%, to $2.4 million, as compared to $3.5 million in the same period last year.
Pro forma net loss for the quarter ended March 31, 2019 decreased $21.5 million, or 81.8%, to a net loss of $4.8 million, as compared to a net loss of $26.3 million in the same period last year.
Adjusted EBITDA
Adjusted EBITDA for the quarter ended March 31, 2019 increased $1.5 million, or 8.3%, to $19.5 million, as compared to $18.0 million in the same period last year.
Pro forma Adjusted EBITDA for the quarter ended March 31, 2019 increased $1.2 million, or 6.7%, to $19.5 million as compared to $18.2 million in the same period last year.
Liquidity and Capital Resources
As of March 31, 2019, we had a total of $60.8 million of cash on hand and $50.0 million of available borrowing capacity under our revolving credit facility. As of March 31, 2019, we had $560.5 million of outstanding indebtedness, representing 5.8x and 5.1x gross and net leverage, respectively, based on pro forma Adjusted EBITDA for the twelve months ended March 31, 2019 of $97.3 million.
The table below presents a summary, as of May 6, 2019, of our outstanding common stock and securities convertible into common stock, excluding options issued under our 2014 Omnibus Incentive Plan.
|
| | | | |
| Security | | Number Outstanding1 | Description |
| Class A common stock | | 14,313,844 |
| One vote per share. |
| Class B common stock | | 3,011,634 |
| 10 votes per share.2 |
| Class C common stock | | 1,636,341 |
| No votes.2 |
| Warrants | | 8,977,676 |
| Each warrant is exercisable for one share of Class A common stock, at an exercise price of $0.0001 per share. The aggregate exercise price for all warrants currently outstanding is $898.3 |
| Total | | 27,939,495 |
| |
| | | | |
1 Each of the shares of common stock listed below, including the shares of Class A common stock issuable upon exercise of the warrants, has equal economic rights. |
2 Each share converts into 1 share of Class A common stock upon transfer or at the option of the holder, subject to certain conditions, including compliance with FCC rules. |
3 The warrants are fully vested and exercisable for shares of Class A common stock, subject to certain conditions, including compliance with FCC rules. |
Conference Call
Townsquare Media, Inc. will host a conference call to discuss certain first quarter 2019 financial results and 2019 guidance on Tuesday, May 7, 2019 at 8:00 a.m. Eastern Time. The conference call dial-in number is 1-877-407-0784 (U.S. & Canada) or 1-201-689-8560 (International) and the confirmation code is 13689667. A live webcast of the conference call will also be available on the equity investor relations page of the Company’s website at www.townsquaremedia.com.
A replay of the conference call will be available through May 14, 2019. To access the replay, please dial 1-844-512-2921 (U.S. & Canada) or 1-412-317-6671 (International) and enter confirmation code 13689667. A web-based archive of the conference call will also be available at the above website.
About Townsquare Media, Inc.
Townsquare is a radio, digital media, entertainment and digital marketing solutions company principally focused on being the premier local advertising and marketing solutions platform in small and mid-sized markets across the U.S. Our assets include 321 radio stations and more than 330 local websites in 67 U.S. markets, a digital marketing solutions company (Townsquare Interactive) serving approximately 16,200 small to medium sized businesses, a proprietary digital programmatic advertising platform (Townsquare Ignite) and approximately 200 local live events each year. Our brands include local media assets such as WYRK, KLAQ, K2 and NJ101.5; iconic local and regional events such as WYRK’s Taste of Country, the Boise Music Festival, the Red Dirt BBQ & Music Festival and Taste of Fort Collins; and leading tastemaker music and entertainment websites such as XXLmag.com, TasteofCountry.com and Loudwire.com. For more information, please visit www.townsquaremedia.com, www.townsquareinteractive.com, and www.townsquareignite.com.
Forward-Looking Statements
Except for the historical information contained in this press release, the matters addressed are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements often discuss our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “aim,” “anticipate,” “estimate,” “expect,” “forecast,” “outlook,” “potential,” “project,” “projection,” “plan,” “intend,” “seek,” “believe,” “may,” “could,” “would,” “will,” “should,” “can,” “can have,” “likely,” the negatives thereof and other words and terms. By nature, forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or implied by the forward-looking statement. Forward-looking statements are based on current expectations and assumptions and currently available data and are neither predictions nor guarantees of future events or performance. You should not place undue reliance on forward-looking statements, which speak only as of the date hereof. See “Risk Factors” and “Forward-Looking Statements” included in our Annual Report on Form 10-K for the year ended December 31, 2018, filed with the Securities and Exchange Commission on or about the date hereof, for a discussion of factors that could cause our actual results to differ from those expressed or implied by forward-looking statements. Townsquare Media, Inc. assumes no responsibility to update any forward-looking statement as a result of new information, future events or otherwise, except as required by law.
Non-GAAP Financial Measures and Definitions
In this press release, we refer to Adjusted Operating Income, Adjusted EBITDA, Adjusted EBITDA Less Interest, Capex and Taxes, Adjusted Net Income, and Adjusted Net Income Per Share which are financial measures that have not been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”).
We define Adjusted Operating Income as operating income before the deduction of depreciation and amortization, stock-based compensation, corporate expenses, transaction costs, business realignment costs, impairment loss of goodwill and intangible assets, impairment loss on investment and net loss (gain) on sale and retirement of assets. We define Adjusted EBITDA as net income (loss) before the deduction of income taxes, interest expense, net, repurchase of debt, transaction costs, depreciation and amortization, stock-based compensation, business realignment costs, impairment of goodwill and intangible assets, impairment loss on investment, net (income) loss from discontinued operations, net of income taxes, net (loss) gain on sale and retirement of assets, other expense (income) net, and gain (loss) on foreign exchange. Adjusted EBITDA Less Interest, Capex and Taxes is defined as Adjusted EBITDA less net cash interest expense, capital expenditures and cash paid for taxes. Adjusted Net Income is defined as net income (loss) before the deduction of transaction costs, business realignment costs, net loss from discontinued operations, net of income taxes, and net loss (gain) on sale and retirement of assets. Adjusted Net Income Per Share is defined as Adjusted Net Income divided by the weighted average shares outstanding. These measures do not represent, and should not be considered as alternatives to, net income (loss), or cash flows from operations, as determined under GAAP. In addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or principles. You should be aware that in the future we may incur expenses or charges that are the same as or similar to some of the adjustments in the presentation, and we do not infer that our future results will be unaffected by unusual or non-recurring items. In addition, these non-GAAP measures may not be comparable to similarly-named measures reported by other companies. Reconciliations of these non-GAAP measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are set forth in the tables below. Where we use the term “pro forma”, it refers to pro forma financial information for our acquisition of three radio stations in Princeton, NJ on July 2, 2018. as if the acquisition had occurred on January 1, 2018.
We use Adjusted Operating Income to evaluate the operating performance of our business segments. We use Adjusted EBITDA to facilitate company-to-company operating performance comparisons by backing out potential differences caused by variations in capital structures (affecting interest expense), taxation and the age and book depreciation of facilities and equipment (affecting relative depreciation expense), which may vary for different companies for reasons unrelated to operating performance. We use Adjusted Net Income and Adjusted Net Income Per Share to assess total company operating performance on a consistent basis. We believe that these measures, when considered together with our GAAP financial results, provide management and investors with a more complete understanding of our business operating results, including underlying trends, by excluding the effects of transaction costs, net (loss) gain on sale and retirement of assets, business realignment costs, certain impairments, and net income (loss) from discontinued operations. Further, while discretionary bonuses for members of management are not determined with reference to specific targets, our Board of Directors may consider Adjusted Operating Income, Adjusted EBITDA, Adjusted EBITDA Less Interest, Capex and Taxes, Adjusted Net Income, and Adjusted Net Income Per Share when determining discretionary bonuses.
Investor Relations
Claire Yenicay
(203) 900-5555
investors@townsquaremedia.com
TOWNSQUARE MEDIA, INC.
CONSOLIDATED BALANCE SHEETS
(in Thousands, Except Share and Per Share Data)
(unaudited)
|
| | | | | | | |
| March 31,
2019 | | December 31,
2018 |
| ASSETS | | | |
| Current assets: | | | |
| Cash and cash equivalents | $ | 60,808 |
| | $ | 61,396 |
|
| Accounts receivable, net of allowance of $3,187 and $3,454, respectively | 56,167 |
| | 62,459 |
|
| Prepaid expenses and other current assets | 10,150 |
| | 8,939 |
|
| Current assets held for sale | 10,185 |
| | 19,763 |
|
| Total current assets | 137,310 |
| | 152,557 |
|
| Property and equipment, net | 112,771 |
| | 112,377 |
|
| Intangible assets, net | 478,376 |
| | 478,938 |
|
| Goodwill | 226,981 |
| | 226,981 |
|
| Investments | 11,775 |
| | 9,505 |
|
| Operating lease right-of-use assets | 45,724 |
| | — |
|
| Other assets | 294 |
| | 6,909 |
|
| Total assets | $ | 1,013,231 |
| | $ | 987,267 |
|
| LIABILITIES AND STOCKHOLDERS’ EQUITY | | | |
| Current liabilities: | | | |
| Accounts payable | $ | 12,828 |
| | $ | 13,393 |
|
| Current portion of long-term debt | 5 |
| | 5 |
|
| Deferred revenue | 8,726 |
| | 7,922 |
|
| Accrued expenses and other current liabilities | 17,778 |
| | 32,749 |
|
| Short-term operating lease liabilities | 8,980 |
| | — |
|
| Accrued interest | 9,169 |
| | 4,563 |
|
| Current liabilities held for sale | 10,375 |
| | 6,931 |
|
| Current liabilities of discontinued operations | 203 |
| | 207 |
|
| Total current liabilities | 68,064 |
| | 65,770 |
|
| Long-term debt, less current portion (net of deferred finance costs of $4,779 and $5,155, respectively) | 555,705 |
| | 555,330 |
|
| Deferred tax liability | 14,424 |
| | 16,031 |
|
| Long-term operating lease liabilities | 39,785 |
| | — |
|
| Other long-term liabilities | 1,788 |
| | 8,559 |
|
| Total liabilities | 679,766 |
| | 645,690 |
|
| Stockholders’ equity: | | | |
Class A common stock, par value $0.01 per share; 300,000,000 shares authorized; 14,313,844 and 14,297,066 shares issued and outstanding as of March 31, 2019, and December 31, 2018, respectively | 143 |
| | 143 |
|
Class B common stock, par value $0.01 per share; 50,000,000 shares authorized; 3,011,634
shares issued and outstanding | 30 |
| | 30 |
|
Class C common stock, par value $0.01 per share; 50,000,000 shares authorized; 1,636,341
shares issued and outstanding | 17 |
| | 17 |
|
| Total common stock | 190 |
| | 190 |
|
| Additional paid-in capital | 366,711 |
| | 365,835 |
|
| Retained deficit | (33,883 | ) | | (25,735 | ) |
| Non-controlling interest | 447 |
| | 1,287 |
|
| Total stockholders’ equity | 333,465 |
| | 341,577 |
|
| Total liabilities and stockholders’ equity | $ | 1,013,231 |
| | $ | 987,267 |
|
TOWNSQUARE MEDIA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in Thousands, Except Per Share Data)
(unaudited)
|
| | | | | | | |
| Three Months Ended
March 31, |
| | 2019 | | 2018 |
| | | | |
| Net revenue | $ | 93,682 |
| | $ | 87,983 |
|
| | | | |
| Operating costs and expenses: | | | |
| Direct operating expenses, excluding depreciation, amortization and stock-based compensation | 68,629 |
| | 64,356 |
|
| Depreciation and amortization | 6,508 |
| | 4,383 |
|
| Corporate expenses | 5,587 |
| | 5,649 |
|
| Stock-based compensation | 876 |
| | 190 |
|
| Transaction costs | 148 |
| | 159 |
|
| Business realignment costs | 4 |
| | — |
|
| Net loss (gain) on sale and retirement of assets | 19 |
| | (10 | ) |
| Total operating costs and expenses | 81,771 |
| | 74,727 |
|
| Operating income | 11,911 |
| | 13,256 |
|
| Other expense: | | | |
| Interest expense, net | 8,595 |
| | 8,427 |
|
| Other expense, net | 34 |
| | 32 |
|
| Income from continuing operations before income taxes | 3,282 |
| | 4,797 |
|
| Provision for income taxes | 908 |
| | 1,330 |
|
| Net income from continuing operations | 2,374 |
| | 3,467 |
|
| Net loss from discontinued operations, net of income taxes | (7,164 | ) | | (30,056 | ) |
| Net loss | $ | (4,790 | ) | | $ | (26,589 | ) |
| | | | |
| Net income (loss) attributable to: | | | |
| Controlling interests | $ | (5,237 | ) | | $ | (26,807 | ) |
| Non-controlling interests | 447 |
| | 218 |
|
| | | | |
| Basic income (loss) per share: | | | |
| Continuing operations | $ | 0.13 |
| | $ | 0.19 |
|
| Discontinued operations | $ | (0.39 | ) | | $ | (1.63 | ) |
| | | | |
| Diluted income (loss) per share: | | | |
| Continuing operations | $ | 0.09 |
| | $ | 0.13 |
|
| Discontinued operations | $ | (0.26 | ) | | $ | (1.09 | ) |
| | | | |
| Weighted average shares outstanding: | | | |
| Basic | 18,478 |
| | 18,478 |
|
| Diluted | 27,456 |
| | 27,456 |
|
| | | | |
| Cash dividend declared per share | $ | 0.075 |
| | $ | 0.075 |
|
TOWNSQUARE MEDIA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in Thousands)
(unaudited)
|
| | | | | | | |
| | Three Months Ended
March 31, |
| | 2019 | | 2018 |
| Cash flows from operating activities: | | | |
| Net loss | $ | (4,790 | ) | | $ | (26,589 | ) |
| Loss from discontinued operations | (7,164 | ) | | (30,056 | ) |
| Income from continuing operations | 2,374 |
| | 3,467 |
|
| Adjustments to reconcile income from continuing operations to net cash flows from operating activities | | | |
| Depreciation and amortization | 6,508 |
| | 4,383 |
|
| Amortization of deferred financing costs | 376 |
| | 382 |
|
| Net deferred taxes and other | 908 |
| | 1,330 |
|
| Provision for doubtful accounts | 243 |
| | 549 |
|
| Stock-based compensation expense | 876 |
| | 190 |
|
| Trade activity, net | (2,503 | ) | | (3,835 | ) |
| Non-cash interest expense | — |
| | (5 | ) |
| Write-off of deferred financing costs | — |
| | 97 |
|
| Net loss (gain) on sale of assets | 19 |
| | (10 | ) |
| Changes in assets and liabilities, net of acquisitions: | | | |
| Accounts receivable | 6,862 |
| | 7,902 |
|
| Prepaid expenses and other assets | (1,847 | ) | | (2,865 | ) |
| Accounts payable | (563 | ) | | (2,720 | ) |
| Accrued expenses | (14,617 | ) | | (7,617 | ) |
| Accrued interest | 4,607 |
| | 3,549 |
|
| Other long-term liabilities | 809 |
| | (208 | ) |
| Net cash provided by operating activities - continuing operations | 4,052 |
| | 4,589 |
|
| Net cash provided by (used in) operating activities - discontinued operations | 1,890 |
| | (5,169 | ) |
| Net cash provided by (used in) operating activities | 5,942 |
| | (580 | ) |
| | | | |
| Cash flows from investing activities: | | | |
| Purchase of property and equipment | (5,033 | ) | | (4,420 | ) |
| Payments for acquisitions, net of cash acquired | (3 | ) | | (48 | ) |
| Proceeds from sale of assets | 63 |
| | 50 |
|
| Net cash used in investing activities - continuing operations | (4,973 | ) | | (4,418 | ) |
| Net cash provided by (used in) investing activities - discontinued operations | 1,790 |
| | (1,020 | ) |
| Net cash used in investing activities | (3,183 | ) | | (5,438 | ) |
| | | | |
| Cash flows from financing activities: | | | |
| Repayment of bank debt | — |
| | (9,519 | ) |
| Dividend payments | (2,059 | ) | | — |
|
| Cash distribution to non-controlling interest | (1,287 | ) | | (8 | ) |
| Repayments of capitalized obligations | (1 | ) | | (1 | ) |
| Net cash used in financing activities - continuing operations | (3,347 | ) | | (9,528 | ) |
| Net cash used in financing activities - discontinued operations | — |
| | (19 | ) |
| Net cash used in financing activities | (3,347 | ) | | (9,547 | ) |
| | | | |
| Effect of exchange rate changes | — |
| | 3 |
|
| Net decrease in cash and cash equivalents | (588 | ) | | (15,562 | ) |
| Cash and cash equivalents: | | | |
| Beginning of period | 61,396 |
| | 62,041 |
|
| End of period | $ | 60,808 |
| | $ | 46,479 |
|
TOWNSQUARE MEDIA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(in Thousands)
(unaudited)
|
| | | | | | | |
| | Three Months Ended
March 31, |
| | 2019 | | 2018 |
| Supplemental Disclosure of Cash Flow Information: | | | |
Cash payments: | | | |
| Interest | $ | 3,889 |
| | $ | 4,434 |
|
| Income taxes | 68 |
| | 32 |
|
| | | | |
| Supplemental Disclosure of Non-cash Activities: | | | |
| Dividends declared during the period | $ | 2,095 |
| | $ | 2,061 |
|
TOWNSQUARE MEDIA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS BY SEGMENT
(in Thousands, Except Per Share Data)
(unaudited)
|
| | | | | | | |
| Three Months Ended
March 31, |
| | 2019 | | 2018 |
| Advertising net revenue | $ | 74,315 |
| | $ | 71,541 |
|
| Townsquare Interactive net revenue | 14,208 |
| | 10,796 |
|
| Live Events net revenue | 5,159 |
| | 5,646 |
|
| Net revenue | 93,682 |
| | 87,983 |
|
| Operating costs and expenses: | | | |
| Advertising operating expenses | 54,889 |
| | 52,650 |
|
| Townsquare Interactive operating expenses | 9,827 |
| | 7,545 |
|
| Live Events operating expenses | 3,913 |
| | 4,161 |
|
| Direct operating expenses, excluding depreciation, amortization and stock-based compensation | 68,629 |
| | 64,356 |
|
| Depreciation and amortization | 6,508 |
| | 4,383 |
|
| Corporate expenses | 5,587 |
| | 5,649 |
|
| Stock-based compensation | 876 |
| | 190 |
|
| Transaction costs | 148 |
| | 159 |
|
| Business realignment costs | 4 |
| | — |
|
| Net loss (gain) on sale and retirement of assets | 19 |
| | (10 | ) |
| Total operating costs and expenses | 81,771 |
| | 74,727 |
|
| Operating income | 11,911 |
| | 13,256 |
|
| Other expense: | | | |
| Interest expense, net | 8,595 |
| | 8,427 |
|
| Other expense, net | 34 |
| | 32 |
|
| Income from continuing operations before income taxes | 3,282 |
| | 4,797 |
|
| Provision for income taxes | 908 |
| | 1,330 |
|
| Net income from continuing operations | 2,374 |
| | 3,467 |
|
| Net loss from discontinued operations, net of income taxes | (7,164 | ) | | (30,056 | ) |
| Net loss | $ | (4,790 | ) | | $ | (26,589 | ) |
The following table presents net revenue and Adjusted Operating Income by segment, for the five quarters ended March 31, 2019 (in thousands):
|
| | | | | | | | | | | | | | | | | | | |
| | Actual |
| | March 31, 2018 | | June 30, 2018 | | September 30, 2018 | | December 31, 2018 | | March 31, 2019 |
| Advertising net revenue | $ | 71,541 |
| | $ | 86,306 |
| | $ | 88,454 |
| | $ | 93,056 |
| | $ | 74,315 |
|
| Townsquare Interactive net revenue | 10,796 |
| | 11,685 |
| | 12,608 |
| | 13,510 |
| | 14,208 |
|
| Live Events net revenue | 5,646 |
| | 7,328 |
| | 4,945 |
| | 2,381 |
| | 5,159 |
|
| Net revenue | 87,983 |
| | 105,319 |
| | 106,007 |
| | 108,947 |
| | 93,682 |
|
| Advertising Adjusted Operating Income | 18,891 |
| | 27,724 |
| | 29,752 |
| | 28,118 |
| | 19,426 |
|
| Townsquare Interactive Adjusted Operating Income | 3,251 |
| | 3,416 |
| | 3,655 |
| | 3,979 |
| | 4,381 |
|
| Live Events Adjusted Operating Income | 1,485 |
| | 1,457 |
| | 431 |
| | 72 |
| | 1,246 |
|
| Adjusted Operating Income | $ | 23,627 |
| | $ | 32,597 |
| | $ | 33,838 |
| | $ | 32,169 |
| | $ | 25,053 |
|
The following table presents on a pro forma basis, net revenue and Adjusted Operating Income by segment, for the five quarters ended March 31, 2019 (in thousands):
|
| | | | | | | | | | | | | | | | | | | |
| | Pro Forma |
| | March 31, 2018 | | June 30, 2018 | | September 30, 2018 | | December 31, 2018 | | March 31, 2019 |
| Advertising net revenue | $ | 73,038 |
| | $ | 88,285 |
| | $ | 88,454 |
| | $ | 93,056 |
| | $ | 74,315 |
|
| Townsquare Interactive net revenue | 10,796 |
| | 11,685 |
| | 12,608 |
| | 13,510 |
| | 14,208 |
|
| Live Events net revenue | 5,681 |
| | 7,425 |
| | 4,945 |
| | 2,381 |
| | 5,159 |
|
| Net revenue | 89,515 |
| | 107,395 |
| | 106,007 |
| | 108,947 |
| | 93,682 |
|
| Advertising Adjusted Operating Income | 19,165 |
| | 28,452 |
| | 29,752 |
| | 28,118 |
| | 19,426 |
|
| Townsquare Interactive Adjusted Operating Income | 3,251 |
| | 3,416 |
| | 3,655 |
| | 3,979 |
| | 4,381 |
|
| Live Events Adjusted Operating Income | 1,482 |
| | 1,476 |
| | 431 |
| | 72 |
| | 1,246 |
|
| Adjusted Operating Income | $ | 23,898 |
| | $ | 33,344 |
| | $ | 33,838 |
| | $ | 32,169 |
| | $ | 25,053 |
|
The following table reconciles on a GAAP basis net loss, the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted Net Income for the three months ended March 31, 2019, and 2018, respectively (in thousands, except per share data):
|
| | | | | | | |
| | Three Months Ended
March 31, |
| | 2019 | | 2018 |
| Net income from continuing operations | $ | 2,374 |
| | $ | 3,467 |
|
| Net loss from discontinued operations, net of income taxes | (7,164 | ) | | (30,056 | ) |
| Net loss | (4,790 | ) | | (26,589 | ) |
| Provision for income taxes | 908 |
| | 1,330 |
|
| Loss before income taxes | (3,882 | ) | | (25,259 | ) |
| Transaction costs | 148 |
| | 159 |
|
| Business realignment costs | 4 |
| | — |
|
| Net loss (gain) on sale and retirement of assets | 19 |
| | (10 | ) |
| Net loss from discontinued operations, net of income taxes | 7,164 |
| | 30,056 |
|
| Adjusted net income before income taxes | 3,453 |
| | 4,946 |
|
| Provision for income taxes | 955 |
| | 1,372 |
|
| Adjusted Net Income | $ | 2,498 |
| | $ | 3,574 |
|
| | | | |
| Adjusted Net Income Per Share | | | |
| Basic | $ | 0.14 |
| | $ | 0.19 |
|
| Diluted | $ | 0.09 |
| | $ | 0.13 |
|
| | | | |
| Weighted average shares outstanding: | | | |
| Basic | 18,478 |
| | 18,478 |
|
| Diluted | 27,456 |
| | 27,456 |
|
The following table reconciles on a GAAP basis net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted EBITDA and Adjusted EBITDA Less Interest, Capex and Taxes for the three months ended March 31 2019, and 2018, respectively (dollars in thousands):
|
| | | | | | | |
| | Actual |
| | Three Months Ended
March 31, |
| | 2019 | | 2018 |
| Net income from continuing operations | $ | 2,374 |
| | $ | 3,467 |
|
| Net loss from discontinued operations, net of income taxes | (7,164 | ) | | (30,056 | ) |
| Net loss | (4,790 | ) | | (26,589 | ) |
| Provision for income taxes | 908 |
| | 1,330 |
|
| Interest expense, net | 8,595 |
| | 8,427 |
|
| Depreciation and amortization | 6,508 |
| | 4,383 |
|
| Stock-based compensation | 876 |
| | 190 |
|
| Transaction costs | 148 |
| | 159 |
|
| Business realignment costs | 4 |
| | |
| Net loss from discontinued operations, net of income taxes | 7,164 |
| | 30,056 |
|
Other (a) | 53 |
| | 22 |
|
| Adjusted EBITDA | 19,466 |
| | 17,978 |
|
| Net cash paid for interest | (3,889 | ) | | (4,434 | ) |
| Capital expenditures | (5,033 | ) | | (4,420 | ) |
| Cash paid for taxes | (68 | ) | | (32 | ) |
| Adjusted EBITDA Less Interest, Capex and Taxes | $ | 10,476 |
| | $ | 9,092 |
|
(a) Other includes net loss (gain) on sale and retirement of assets, (gain) loss on foreign exchange and other (income) expense, net.
The following table reconciles on a pro forma basis net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted EBITDA and Adjusted EBITDA Less Interest, Capex and Taxes for the three months March 31, 2019, and 2018, respectively (dollars in thousands):
|
| | | | | | | |
| | Pro forma |
| | Three Months Ended
March 31, |
| | 2019 | | 2018 |
| Net income from continuing operations | $ | 2,374 |
| | $ | 3,467 |
|
| Net loss from discontinued operations, net of income taxes | (7,164 | ) | | (30,056 | ) |
| Net loss | (4,790 | ) | | (26,589 | ) |
| Net income from acquisition | — |
| | 271 |
|
| Pro forma net loss | (4,790 | ) | | (26,318 | ) |
| Provision for income taxes | 908 |
| | 1,330 |
|
| Interest expense, net | 8,595 |
| | 8,427 |
|
| Depreciation and amortization | 6,508 |
| | 4,383 |
|
| Stock-based compensation | 876 |
| | 190 |
|
| Transaction costs | 148 |
| | 159 |
|
| Business realignment costs | 4 |
| | — |
|
| Net loss from discontinued operations, net of income taxes | 7,164 |
| | 30,056 |
|
Other (a) | 53 |
| | 22 |
|
| Pro forma Adjusted EBITDA | 19,466 |
| | 18,249 |
|
| Net cash paid for interest | (3,889 | ) | | (4,434 | ) |
| Capital expenditures | (5,033 | ) | | (4,436 | ) |
| Cash paid for taxes | (68 | ) | | (32 | ) |
| Pro forma Adjusted EBITDA Less Interest, Capex and Taxes | $ | 10,476 |
| | $ | 9,347 |
|
(a) Other includes net loss (gain) on sale and retirement of assets, (gain) loss on foreign exchange and other (income) expense, net.
The following table reconciles net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted EBITDA on a quarterly basis for the twelve months ended March 31, 2019 (dollars in thousands):
|
| | | | | | | | | | | | | | | | | | | |
| | Actual | | Twelve Months Ended |
| | June 30, 2018 | | September 30, 2018 | | December 31, 2018 | | March 31, 2019 | | March 31, 2019 |
| Net income (loss) | $ | 1,634 |
| | $ | 9,691 |
| | $ | (16,309 | ) | | $ | (4,790 | ) | | $ | (9,774 | ) |
| Provision (benefit) for income taxes | 3,723 |
| | 3,699 |
| | (6,928 | ) | | 908 |
| | 1,402 |
|
| Interest expense, net | 8,532 |
| | 8,640 |
| | 8,667 |
| | 8,595 |
| | 34,434 |
|
| Repurchase of debt | — |
| | — |
| | (140 | ) | | — |
| | (140 | ) |
| Depreciation and amortization | 4,409 |
| | 4,644 |
| | 4,672 |
| | 6,508 |
| | 20,233 |
|
| Stock-based compensation | 246 |
| | 597 |
| | 600 |
| | 876 |
| | 2,319 |
|
| Transaction costs | 677 |
| | 167 |
| | 462 |
| | 148 |
| | 1,454 |
|
| Business realignment costs | — |
| | — |
| | 2,128 |
| | 4 |
| | 2,132 |
|
| Impairment of goodwill and intangible assets | — |
| | — |
| | 19,888 |
| | — |
| | 19,888 |
|
| Impairment loss on investment | — |
| | — |
| | 5,007 |
| | — |
| | 5,007 |
|
Net loss (income) from discontinued operations, net of income taxes | 6,424 |
| | (501 | ) | | 6,683 |
| | 7,164 |
| | 19,770 |
|
Other (a) | (340 | ) | | 38 |
| | 32 |
| | 53 |
| | (217 | ) |
| Adjusted EBITDA | $ | 25,305 |
| | $ | 26,975 |
| | $ | 24,762 |
| | $ | 19,466 |
| | $ | 96,508 |
|
The following table reconciles on a pro forma basis net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted EBITDA on a quarterly basis and for the twelve months ended March 31, 2019 (dollars in thousands):
|
| | | | | | | | | | | | | | | | | | | |
| | Pro Forma | | Twelve Months Ended |
| | June 30, 2018 | | September 30, 2018 | | December 31, 2018 | | March 31, 2019 | | March 31, 2019 |
| Net income (loss) | $ | 1,634 |
| | $ | 9,691 |
| | $ | (16,309 | ) | | $ | (4,790 | ) | | $ | (9,774 | ) |
| Net income from acquisition | 748 |
| | — |
| | — |
| | — |
| | 748 |
|
| Pro forma net income (loss) | 2,382 |
| | 9,691 |
| | (16,309 | ) | | (4,790 | ) | | (9,026 | ) |
| Provision (benefit) for income taxes | 3,723 |
| | 3,699 |
| | (6,928 | ) | | 908 |
| | 1,402 |
|
| Interest expense, net | 8,532 |
| | 8,640 |
| | 8,667 |
| | 8,595 |
| | 34,434 |
|
| Repurchase of debt | — |
| | — |
| | (140 | ) | | — |
| | (140 | ) |
| Depreciation and amortization | 4,409 |
| | 4,644 |
| | 4,672 |
| | 6,508 |
| | 20,233 |
|
| Stock-based compensation | 246 |
| | 597 |
| | 600 |
| | 876 |
| | 2,319 |
|
| Transaction costs | 677 |
| | 167 |
| | 462 |
| | 148 |
| | 1,454 |
|
| Business realignment costs | — |
| | — |
| | 2,128 |
| | 4 |
| | 2,132 |
|
| Impairment of goodwill and intangible assets | — |
| | — |
| | 19,888 |
| | — |
| | 19,888 |
|
| Impairment loss on investment | — |
| | — |
| | 5,007 |
| | — |
| | 5,007 |
|
Net loss (income) from discontinued operations, net of income taxes | 6,424 |
| | (501 | ) | | 6,683 |
| | 7,164 |
| | 19,770 |
|
Other (a) | (340 | ) | | 38 |
| | 32 |
| | 53 |
| | (217 | ) |
| Adjusted EBITDA | $ | 26,053 |
| | $ | 26,975 |
| | $ | 24,762 |
| | $ | 19,466 |
| | $ | 97,256 |
|
The following tables reconcile Operating Income, the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted Operating Income by segment (in thousands):
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, 2019 |
| | Operating Income | Depreciation and amortization | Stock-based compensation | Corporate expenses | Transaction costs | Business realignment costs | Impairment loss of goodwill and intangible assets | Impairment loss on investment | Net loss on sale and retirement of assets | Adjusted Operating Income |
| Advertising | $ | 16,236 |
| $ | 3,098 |
| $ | 92 |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | 19,426 |
|
| Townsquare Interactive | 4,225 |
| 121 |
| 35 |
| — |
| — |
| — |
| — |
| — |
| — |
| 4,381 |
|
| Live Events | 1,078 |
| 145 |
| 23 |
| — |
| — |
| — |
| — |
| — |
| — |
| 1,246 |
|
| Corporate and Other Reconciling Items | (9,628 | ) | 3,144 |
| 726 |
| 5,587 |
| 148 |
| 4 |
| — |
| — |
| 19 |
| — |
|
| Consolidated | $ | 11,911 |
| $ | 6,508 |
| $ | 876 |
| $ | 5,587 |
| $ | 148 |
| $ | 4 |
| $ | — |
| $ | — |
| $ | 19 |
| $ | 25,053 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended December 31, 2018 |
| | Operating Income | Depreciation and amortization | Stock-based compensation | Corporate expenses | Transaction costs | Business realignment costs | Impairment loss of goodwill and intangible assets | Impairment loss on investment | Net gain on sale and retirement of assets | Adjusted Operating Income |
| Advertising | $ | 25,191 |
| $ | 2,877 |
| $ | 50 |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | 28,118 |
|
| Townsquare Interactive | 3,845 |
| 116 |
| 18 |
| — |
| — |
| — |
| — |
| — |
| — |
| 3,979 |
|
| Live Events | (96 | ) | 152 |
| 16 |
| — |
| — |
| — |
| — |
| — |
| — |
| 72 |
|
| Corporate and Other Reconciling Items | (36,923 | ) | 1,527 |
| 516 |
| 7,409 |
| 462 |
| 2,128 |
| 19,888 |
| 5,007 |
| (14 | ) | — |
|
| Consolidated | $ | (7,983 | ) | $ | 4,672 |
| $ | 600 |
| $ | 7,409 |
| $ | 462 |
| $ | 2,128 |
| $ | 19,888 |
| $ | 5,007 |
| $ | (14 | ) | $ | 32,169 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, 2018 |
| | Operating Income | Depreciation and amortization | Stock-based compensation | Corporate expenses | Transaction costs | Business realignment costs | Impairment loss of goodwill and intangible assets | Impairment loss on investment | Net gain on sale and retirement of assets | Adjusted Operating Income |
| Advertising | $ | 26,811 |
| $ | 2,899 |
| $ | 42 |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | 29,752 |
|
| Townsquare Interactive | 3,538 |
| 107 |
| 10 |
| — |
| — |
| — |
| — |
| — |
| — |
| 3,655 |
|
| Live Events | 176 |
| 243 |
| 12 |
| — |
| — |
| — |
| — |
| — |
| — |
| 431 |
|
| Corporate and Other Reconciling Items | (8,955 | ) | 1,396 |
| 533 |
| 6,863 |
| 167 |
| — |
| — |
| — |
| (4 | ) | — |
|
| Consolidated | $ | 21,570 |
| $ | 4,645 |
| $ | 597 |
| $ | 6,863 |
| $ | 167 |
| $ | — |
| $ | — |
| $ | — |
| $ | (4 | ) | $ | 33,838 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, 2018 |
| | Operating Income | Depreciation and amortization | Stock-based compensation | Corporate expenses | Transaction costs | Business realignment costs | Impairment loss of goodwill and intangible assets | Impairment loss on investment | Net gain on sale and retirement of assets | Adjusted Operating Income |
| Advertising | $ | 24,981 |
| $ | 2,704 |
| $ | 39 |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | 27,724 |
|
| Townsquare Interactive | 3,299 |
| 109 |
| 8 |
| — |
| — |
| — |
| — |
| — |
| — |
| 3,416 |
|
| Live Events | 1,315 |
| 135 |
| 7 |
| — |
| — |
| — |
| — |
| — |
| — |
| 1,457 |
|
| Corporate and Other Reconciling Items | (9,233 | ) | 1,462 |
| 192 |
| 7,290 |
| 677 |
| — |
| — |
| — |
| (388 | ) | — |
|
| Consolidated | $ | 20,362 |
| $ | 4,410 |
| $ | 246 |
| $ | 7,290 |
| $ | 677 |
| $ | — |
| $ | — |
| $ | — |
| $ | (388 | ) | $ | 32,597 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, 2018 |
| | Operating Income | Depreciation and amortization | Stock-based compensation | Corporate expenses | Transaction costs | Business realignment costs | Impairment loss of goodwill and intangible assets | Impairment loss on investment | Net gain on sale and retirement of assets | Adjusted Operating Income |
| Advertising | $ | 16,193 |
| $ | 2,670 |
| $ | 28 |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
| $ | 18,891 |
|
| Townsquare Interactive | 3,129 |
| 115 |
| 7 |
| — |
| — |
| — |
| — |
| — |
| — |
| 3,251 |
|
| Live Events | 1,347 |
| 136 |
| 2 |
| — |
| — |
| — |
| — |
| — |
| — |
| 1,485 |
|
| Corporate and Other Reconciling Items | (7,413 | ) | 1,462 |
| 153 |
| 5,649 |
| 159 |
| — |
| — |
| — |
| (10 | ) | — |
|
| Consolidated | $ | 13,256 |
| $ | 4,383 |
| $ | 190 |
| $ | 5,649 |
| $ | 159 |
| $ | — |
| $ | — |
| $ | — |
| $ | (10 | ) | $ | 23,627 |
|
