Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2020 | Jun. 15, 2020 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-36558 | |
Entity Registrant Name | Townsquare Media, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-1996555 | |
Entity Address, Address Line One | One Manhattanville Road | |
Entity Address, Address Line Two | Suite 202 | |
Entity Address, City or Town | Purchase, | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10577 | |
City Area Code | 203 | |
Local Phone Number | 861-0900 | |
Title of 12(b) Security | Class A Common Stock, $0.01 par value per share | |
Trading Symbol | TSQ | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001499832 | |
Current Fiscal Year End Date | --12-31 | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 14,330,220 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 3,011,634 | |
Common Class C | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 1,636,341 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 135,949 | $ 84,667 |
Accounts receivable, net of allowance of $2,863 and $2,604, respectively | 57,944 | 67,463 |
Prepaid expenses and other current assets | 9,411 | 9,241 |
Total current assets | 203,304 | 161,371 |
Property and equipment, net | 114,613 | 114,142 |
Intangible assets, net | 309,374 | 388,029 |
Goodwill | 157,947 | 157,947 |
Investments | 10,075 | 8,275 |
Operating lease right-of-use assets | 48,679 | 49,503 |
Restricted cash | 494 | 494 |
Other assets | 892 | 638 |
Total assets | 845,378 | 880,399 |
Current liabilities: | ||
Accounts payable | 12,923 | 14,790 |
Current portion of long-term debt | 44,950 | 9,929 |
Deferred revenue | 8,795 | 8,086 |
Accrued compensation and benefits | 6,292 | 10,714 |
Accrued expenses and other current liabilities | 14,162 | 15,358 |
Operating lease liabilities, current | 7,807 | 7,690 |
Financing lease liabilities, current | 40 | 17 |
Accrued interest | 9,130 | 4,558 |
Liabilities of discontinued operations | 248 | 423 |
Total current liabilities | 104,347 | 71,565 |
Long-term debt, less current portion (net of deferred finance costs of $3,505 and $3,840, respectively) | 562,025 | 546,711 |
Deferred tax liability | 13,338 | 34,347 |
Operating lease liability, net of current portion | 44,055 | 44,957 |
Financing lease liabilities, net of current portion | 78 | 31 |
Other long-term liabilities | 202 | 352 |
Total liabilities | 724,045 | 697,963 |
Stockholders’ equity: | ||
Common stock | 190 | 190 |
Additional paid-in capital | 368,113 | 367,540 |
Accumulated deficit | (250,286) | (188,034) |
Non-controlling interest | 3,316 | 2,740 |
Total stockholders’ equity | 121,333 | 182,436 |
Total liabilities and stockholders’ equity | 845,378 | 880,399 |
Common Class A | ||
Stockholders’ equity: | ||
Common stock | 143 | 143 |
Common Class B | ||
Stockholders’ equity: | ||
Common stock | 30 | 30 |
Common Class C | ||
Stockholders’ equity: | ||
Common stock | $ 17 | $ 17 |
Consolidated Balance Sheets Par
Consolidated Balance Sheets Parenthetical - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Allowance for doubtful accounts | $ 2,863 | $ 2,604 |
Deferred financing costs | $ (3,505) | $ (3,840) |
Common shares authorized (in shares) | 400,000,000 | |
Common Class A | ||
Common shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common shares outstanding (in shares) | 14,330,220 | 14,314,092 |
Common shares issued (in shares) | 14,330,220 | 14,314,092 |
Common par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common Class B | ||
Common shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common shares outstanding (in shares) | 3,011,634 | 3,011,634 |
Common shares issued (in shares) | 3,011,634 | 3,011,634 |
Common par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common Class C | ||
Common shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common shares outstanding (in shares) | 1,636,341 | 1,636,341 |
Common shares issued (in shares) | 1,636,341 | 1,636,341 |
Common par value (in dollars per share) | $ 0.01 | $ 0.01 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Net revenue | $ 93,433 | $ 93,682 |
Operating costs and expenses: | ||
Direct operating expenses | 71,550 | 68,768 |
Depreciation and amortization | 5,284 | 6,046 |
Corporate expenses | 6,390 | 5,737 |
Stock-based compensation | 524 | 876 |
Transaction costs | 1,027 | 148 |
Business realignment costs | 1,711 | 165 |
Impairment of intangible and long-lived assets | 79,060 | 0 |
Net (gain) loss on sale and retirement of assets | (2) | 19 |
Total operating costs and expenses | 165,544 | 81,759 |
Operating (loss) income | (72,111) | 11,923 |
Other expense: | ||
Interest expense, net | 8,129 | 8,595 |
Other expense, net | 227 | 33 |
(Loss) income from continuing operations before income taxes | (80,467) | 3,295 |
(Benefit) provision for income taxes | (20,890) | 911 |
Net (loss) income from continuing operations | (59,577) | 2,384 |
Net loss from discontinued operations, net of income taxes | 0 | (6,962) |
Net loss | (59,577) | (4,578) |
Net (loss) income attributable to: | ||
Controlling interests | (60,154) | (5,025) |
Non-controlling interests | $ 577 | $ 447 |
Diluted (loss) income per share: | ||
Continuing operations (in dollars per share) | $ (3.27) | $ 0.07 |
Discontinued operations (in dollars per share) | $ 0 | $ (0.25) |
Weighted average shares outstanding: | ||
Basic (in shares) | 27,560 | 27,456 |
Diluted (in shares) | 18,582 | 27,456 |
Dividends declared (in usd per share) | $ 0.075 | $ 0.075 |
Common shares | ||
Basic (loss) income per share: | ||
Continuing operations (in dollars per share) | (3.27) | 0.07 |
Discontinued operations (in dollars per share) | $ 0 | $ (0.38) |
Weighted average shares outstanding: | ||
Basic (in shares) | 18,582 | 18,478 |
Warrants | ||
Basic (loss) income per share: | ||
Continuing operations (in dollars per share) | $ 0.08 | $ 0.07 |
Discontinued operations (in dollars per share) | $ 0 | $ 0 |
Weighted average shares outstanding: | ||
Basic (in shares) | 8,978 | 8,978 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Warrants | Additional Paid-in Capital | Accumulated Deficit | Non- Controlling Interest | Common Class A | Common Class ACommon Stock | Common Class B | Common Class BCommon Stock | Common Class C | Common Class CCommon Stock | Warrants | WarrantsWarrants |
Common shares outstanding, beginning balance (in shares) at Dec. 31, 2018 | 14,297,066 | 3,011,634 | 1,636,341 | |||||||||||
Warrants outstanding, beginning balance (in warrants) at Dec. 31, 2018 | 8,977,676 | |||||||||||||
Stockholders' equity, beginning balance at Dec. 31, 2018 | $ 255,508 | $ 190 | $ 365,835 | $ (111,804) | $ 1,287 | |||||||||
Increase (Decrease) in Stockholders' and Members' Equity [Roll Forward] | ||||||||||||||
Net (loss) income | (4,578) | (5,025) | 447 | |||||||||||
Dividends declared | (2,095) | (2,095) | ||||||||||||
Stock-based compensation | 876 | 876 | ||||||||||||
Issuance of restricted stock (in shares) | 16,778 | |||||||||||||
Issuance of restricted stock | 0 | |||||||||||||
Cash distributions to noncontrolling interests | (1,287) | (1,287) | ||||||||||||
Common shares outstanding, ending balance (in shares) at Mar. 31, 2019 | 14,313,844 | 3,011,634 | 1,636,341 | |||||||||||
Warrants outstanding, ending balance (in warrants) at Mar. 31, 2019 | 8,977,676 | |||||||||||||
Stockholders' equity, ending balance at Mar. 31, 2019 | 248,424 | 190 | 366,711 | (118,924) | 447 | |||||||||
Common shares outstanding, beginning balance (in shares) at Dec. 31, 2019 | 14,314,092 | 14,314,092 | 3,011,634 | 3,011,634 | 1,636,341 | 1,636,341 | ||||||||
Warrants outstanding, beginning balance (in warrants) at Dec. 31, 2019 | 8,977,676 | |||||||||||||
Stockholders' equity, beginning balance at Dec. 31, 2019 | 182,436 | 190 | 367,540 | (188,034) | 2,740 | |||||||||
Increase (Decrease) in Stockholders' and Members' Equity [Roll Forward] | ||||||||||||||
Net (loss) income | (59,577) | (60,154) | 577 | |||||||||||
Dividends declared | (2,098) | (2,098) | ||||||||||||
Stock-based compensation | 524 | 524 | ||||||||||||
Common stock issued under share-based compensation plan (in shares) | 5,646 | |||||||||||||
Common stock issued under share-based compensation plan | 49 | 49 | ||||||||||||
Issuance of restricted stock (in shares) | 10,482 | |||||||||||||
Issuance of restricted stock | 0 | |||||||||||||
Cash distributions to noncontrolling interests | (1) | (1) | ||||||||||||
Common shares outstanding, ending balance (in shares) at Mar. 31, 2020 | 14,330,220 | 14,330,220 | 3,011,634 | 3,011,634 | 1,636,341 | 1,636,341 | ||||||||
Warrants outstanding, ending balance (in warrants) at Mar. 31, 2020 | 8,977,676 | 8,977,676 | ||||||||||||
Stockholders' equity, ending balance at Mar. 31, 2020 | $ 121,333 | $ 190 | $ 368,113 | $ (250,286) | $ 3,316 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (59,577) | $ (4,578) |
Loss from discontinued operations | 0 | (6,962) |
Net (loss) income from continuing operations | (59,577) | 2,384 |
Adjustments to reconcile (loss) income from continuing operations to net cash flows from operating activities: | ||
Depreciation and amortization | 5,284 | 6,046 |
Amortization of deferred financing costs | 379 | 376 |
Net deferred taxes and other | (21,010) | 911 |
Provision for doubtful accounts | 802 | 383 |
Stock-based compensation expense | 524 | 876 |
Trade activity, net | (2,410) | (2,503) |
Impairment of intangible and long lived assets | 79,060 | 0 |
Net (gain) loss on sale of assets | (2) | 19 |
Changes in assets and liabilities, net of acquisitions: | ||
Accounts receivable | 8,732 | 6,862 |
Prepaid expenses and other assets | 1,290 | (1,847) |
Accounts payable | (1,238) | (563) |
Accrued expenses | (4,892) | (14,308) |
Accrued interest | 4,572 | 4,607 |
Other long-term liabilities | (2,004) | 809 |
Net cash provided by operating activities - continuing operations | 9,510 | 4,052 |
Net cash (used in) provided by operating activities - discontinued operations | (175) | 1,890 |
Net cash provided by operating activities | 9,335 | 5,942 |
Cash flows from investing activities: | ||
Purchase of property and equipment | (5,626) | (5,033) |
Purchase of investment | (400) | 0 |
Payments for acquisitions, net of cash acquired | 0 | (3) |
Proceeds from sale of assets | 2 | 63 |
Net cash used in investing activities - continuing operations | (6,024) | (4,973) |
Net cash provided by investing activities - discontinued operations | 0 | 1,790 |
Net cash used in investing activities | (6,024) | (3,183) |
Cash flows from financing activities: | ||
Borrowings under the revolving credit facility | 50,000 | 0 |
Dividend payments | (2,067) | (2,059) |
Proceeds from stock options exercised | 49 | 0 |
Cash distribution to noncontrolling interests | (1) | (1,287) |
Repayments of capitalized obligations | (10) | (1) |
Net cash provided by (used in) financing activities | 47,971 | (3,347) |
Net increase (decrease) in cash and cash equivalents and restricted cash | 51,282 | (588) |
Cash and cash equivalents, beginning of period | 85,161 | 61,396 |
Cash and cash equivalents, end of period | 136,443 | 60,808 |
Cash payments: | ||
Interest | 3,437 | 3,889 |
Income taxes | 0 | 68 |
Supplemental Disclosure of Non-cash Activities: | ||
Investments acquired in exchange for advertising | 1,400 | 2,000 |
Accrued capital expenditures | 892 | 504 |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | 2,701 | 2,874 |
Right-of-use assets obtained in exchange for lease obligations: | ||
Operating leases | 1,156 | 2,287 |
Reconciliation of cash, cash equivalents and restricted cash | ||
Cash, cash equivalents, and restricted cash | $ 136,443 | $ 60,808 |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Mar. 31, 2020 | |
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 U.S. Our assets include 321 radio stations and more than 330 local websites in 67 U.S. markets, a digital marketing solutions company (Townsquare Interactive) serving approximately 19,850 small to medium sized businesses, a proprietary digital programmatic advertising platform (Townsquare Ignite), and numerous local live events each year. Our brands include local media assets such as WYRK , KLAQ , K2 and NJ101.5 ; iconic local and regional events such as WYRK's Taste of Country , the Boise Music Festival , the Red Dirt BBQ & Music Festival and Taste of Fort Collins ; and leading tastemaker music and entertainment websites such as XXLmag.com , TasteofCountry.com and Loudwire.com . The COVID-19 pandemic has materially and adversely impacted the U.S. economy and financial markets, with legislative and regulatory responses including unprecedented monetary and fiscal policy actions across all sectors, and there is significant uncertainty as to timing of stabilization and recovery. The COVID-19 pandemic and measures taken to contain it have subjected our business, results of operations, financial condition, stock price and liquidity to a number of material risks and uncertainties, all of which may continue or worsen. The effects of COVID-19 began to impact our operations in early March 2020, and include significant advertising cancellations and material declines in the purchase of new advertising by our clients, which has contributed to further impairments to the carrying values of our FCC license intangible assets following declines in traditional broadcast revenues. Additionally, the Company has canceled or postponed a large number of live events, which were previously scheduled for 2020. See Note 6, Goodwill and Other Intangible Assets , for additional information on non-cash impairment charges recognized for the quarter ended March 31, 2020. The Company has also instituted immediate actions to address the potential impact to its consolidated financial position, consolidated results of operations, and liquidity, including significantly reducing our non-essential capital expenditures, and reducing our workforce through the termination or layoff of approximately 135 full-time employees. We have instituted wage reduction efforts, such as the temporary suspension of the Company’s match on employee contributions to the Company’s defined contribution plan and the deferral of the payment of certain payroll taxes until December 31, 2021 and 2022 under the Coronavirus Aid, Relief, and Economic Security (“CARES Act”). Additionally, our board of directors has determined to cease payment of quarterly cash dividends, following the payment of our first quarter dividend of $2.1 million on May 15, 2020. The full extent of the COVID-19 impacts will depend on future actions and outcomes, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the outbreak, the short-term and long-term economic impact of the outbreak (including the effect on advertising activity, consumer discretionary spending and our employees in the markets in which we operate), the actions taken to mitigate the impact of the virus, and the pace of economic and financial market recovery when the COVID-19 pandemic subsides, among others. Basis of Presentation 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 Annual Report on Form 10-K for the year ended December 31, 2019 (the " 2019 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 Generally Accepted Accounting Principles in the United States ("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. All adjustments (consisting only of normal, recurring adjustments) necessary for a fair presentation of results of operations and financial condition as of the end of the interim periods have been included. The results of operations and cash flows for the three months ended March 31, 2020 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, 2020 . The Consolidated Balance Sheet as of December 31, 2019 is derived from the audited financial statements at that date. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosures of contingent assets and liabilities. On an ongoing basis, the Company evaluates its significant estimates, including those related to assumptions used in determining the fair value of assets and liabilities acquired in a business combination, impairment testing of intangible assets, valuation and impairment testing of long-lived tangible assets and investments, the present value of leasing arrangements, share-based payment expense and the calculation of allowance for doubtful accounts and income taxes. The Company bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the result of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual amounts and results may differ materially from these estimates under different assumptions or conditions. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
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, 2019 . For the Company's detailed accounting policies please refer to the consolidated financial statements and related notes thereto included in the Company's 2019 Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on June 9, 2020. Recently Adopted Accounting Standards In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract , which requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in Topic 350, Intangibles - Goodwill and Other to determine which implementation costs to capitalize as assets or expense as incurred. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted and an entity can elect to apply the new guidance on a prospective or retrospective basis. The Company adopted this standard effective January 1, 2020, which did not have a material impact on the Company's consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurements (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement , which eliminates, adds and modifies certain disclosure requirements for fair value measurements, including eliminating the requirements to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, and requiring disclosure of the range and weighted average rate used to develop significant unobservable inputs for Level 3 fair value measurements. The new guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption, either of the entire standard or only the provisions that eliminate or modify requirements, is permitted. The Company adopted this standard effective January 1, 2020, which did not have a material impact on the Company’s consolidated financial statements. Recently Issued Standards That Have Not Yet Been Adopted In March 2020, the FASB issued ASU 2020-04 , Facilitation of the Effects of Reference Rate Reform on Financial Reporting (Topic 848), which is intended to provide temporary optional expedients and exceptions to U.S. GAAP guidance on contracts, hedge accounting and other transactions affected by the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. This ASU is effective for all entities beginning on March 12, 2020 and the Company may elect to apply the amendments prospectively through December 31, 2022. The Company is continuing to assess the impact on its Consolidated Financial Statements. In January 2020, the FASB issued ASU 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)-Clarifying the Interactions between Topic 321, Topic 323, and Topic 815, which clarifies certain interactions between the guidance to account for certain equity securities under Topic 321, the guidance to account for investments under the equity method of accounting in Topic 323, and the guidance in Topic 815, which could change how an entity accounts for an equity security under the measurement alternative or a forward contract or purchased option to purchase securities that, upon settlement of the forward contract or exercise of the purchased option, would be accounted for under the equity method of accounting or the fair value option in accordance with Topic 825, Financial Instruments . If a company is applying the measurement alternative for an equity investment under Accounting Standards Codification ('ASC') Topic 321 and must transition to the equity method because of an observable transaction, it will remeasure its investment immediately before transition. The new guidance is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted, including early adoption in an interim period, (1) for public business entities for periods for which financial statements have not yet been issued and (2) for all other entities for periods for which financial statements have not yet been made available for issuance. The adoption of this is not expected to have a material impact on the Company's Consolidated Financial Statements. In December 2019, the FASB issued ASU 2019-12, Accounting Standards Update 2019-12-Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The new guidance is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption of the amendments is permitted, including adoption in any interim period for (1) public business entities for periods for which financial statements have not yet been issued and (2) all other entities for periods for which financial statements have not yet been made available for issuance. The Company is continuing to assess the impact on its Consolidated Financial Statements, if any. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which adds a new Topic 326 to the Codification and removes the thresholds that companies apply to measure credit losses on financial instruments measured at amortized cost, such as loans, receivables, and held-to-maturity debt securities. The guidance will remove all recognition thresholds and will require companies to recognize an allowance for credit losses for the difference between the amortized cost basis of a financial instrument and the amount of amortized cost that the company expects to collect over the instrument's contractual life. The new guidance is effective for smaller reporting companies for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption, either of the entire standard or only the provisions that eliminate or modify requirements, is permitted. The Company expects to adopt the new guidance in the first quarter of 2023. The Company is continuing to assess the impact on its Consolidated Financial Statements, if any. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition The following tables present a disaggregation of our revenue by reporting segment and revenue from political sources and all other sources (in thousands): Three Months Ended Advertising Townsquare Interactive Live Events Total Net Revenue (ex Political) $ 73,208 $ 16,527 $ 2,370 $ 92,105 Political 1,328 — — $ 1,328 Net Revenue $ 74,536 $ 16,527 $ 2,370 $ 93,433 Three Months Ended Advertising Townsquare Interactive Live Events Total Net Revenue (ex Political) $ 74,017 $ 14,208 $ 5,159 $ 93,384 Political 298 — — $ 298 Net Revenue $ 74,315 $ 14,208 $ 5,159 $ 93,682 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, third party 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 on a subscription basis under the brand name Townsquare Interactive, digital marketing solutions 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 concerts, expositions and other experiential events within and beyond our markets. Our live events also generate 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 based on the episodic nature of the election cycle and local issues calendars. Our net revenue varies throughout the year. Historically our first calendar quarter will produce the lowest net revenue for the year, as advertising expenditures generally decline following the winter holidays. However, due to the COVID-19 pandemic, we do not expect the first calendar quarter to have the lowest net revenue in 2020, as we expect our second calendar quarter net revenues to be lower. Our third calendar quarter net revenues may be lower than the first calendar quarter, as the effects of the COVID-19 pandemic continue to significantly impact our traditional broadcast and live events revenues and the full extent of the impacts of the pandemic on net revenues for the remainder of 2020 have yet to be determined. 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. 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. 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 mostly single day events, but some are multi-day 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 months ended March 31, 2020 and 2019 . The following tables provides information about receivables, contract assets and contract liabilities from contracts with customers (in thousands): March 31, 2020 December 31, 2019 Receivables $ 57,944 $ 67,463 Short-term contract liabilities (deferred revenue) $ 8,795 $ 8,086 Contract Acquisition Costs $ 4,186 $ 4,037 March 31, 2019 December 31, 2018 Receivables $ 56,167 $ 62,599 Short-term contract liabilities (deferred revenue) $ 8,726 $ 7,922 Contract Acquisition Costs $ 3,435 $ 2,970 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 months ended March 31, 2020 and 2019 . 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 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. As of March 31, 2020, and December 31, 2019, the balance in the contract liabilities was $8.8 million and $8.1 million , respectively. The increase in the contract liabilities balance at March 31, 2020 is primarily driven by cash payments received or due in advance of satisfying our performance obligations, offset by $5.9 million of recognized revenue for the three months ended March 31, 2020 . As of March 31, 2019, and December 31, 2018, the balance in the contract liabilities was $8.7 million and $7.9 million , respectively. The increase in the contract liabilities balance at March 31, 2019 is primarily driven by cash payments received or due in advance of satisfying our performance obligations, offset by $6.2 million of recognized revenue for the three months ended March 31, 2019 . No significant changes in the time frame of the satisfaction of contract liabilities have occurred during the three months ended March 31, 2020 . 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. Capitalized contract acquisition costs include amounts related to sales commissions paid 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 in a manner that is consistent with how the related revenue is recognized over the duration of the related 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 expense these costs when incurred. As of March 31, 2020 and December 31, 2019, we had a balance of $4.2 million and $4.0 million , respectively, in deferred costs and have recognized $0.8 million and $0.5 million of amortization for the three months ended March 31, 2020 and March 31, 2019, respectively. No impairment losses have been recognized or changes made to the time frame for performance of the obligations related to deferred contract assets during the three months ended March 31, 2020 and 2019 , respectively. 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 do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed as amounts related to those performance obligations with expected durations of greater than one year are at a fixed price per unit and do not include any upfront or minimum payments requiring any estimation or allocation of revenue. |
Divestitures and Discontinued O
Divestitures and Discontinued Operations | 3 Months Ended |
Mar. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Divestitures and Discontinued Operations | Divestitures and Discontinued Operations During the first quarter of 2019, management concluded that the Company should exit its Music Festivals business. On May 24, 2019, the Company closed on the sale of its Music Festivals to a subsidiary of Live Nation for $10.0 million . As part of the transaction, it was mutually agreed upon that the Company would operate the 2019 Music Festivals under a production services agreement for a pre-determined share of "Net Profits" as defined in the agreement. During the first quarter of 2019, a $10.0 million impairment charge against the assets of the disposal group was recorded as component of discontinued operations. On June 4, 2019, the Company entered into an Asset Purchase Agreement to sell a radio broadcast station in Tuscaloosa, AL for $0.1 million . On March 18, 2019, the Company closed on the sale of its Arizona Bridal Shows for $2.0 million . The Company realized a gain in connection with the sale of $1.4 million , which is included in net income (loss) from discontinued operations, net of income taxes in the Company's Consolidated Statement of Operations for the three months ended March 31, 2019 . 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): March 31, December 31, Accounts payable $ 3 $ 31 Accrued expenses and other current liabilities 245 392 Current liabilities of discontinued operations (1) 248 423 Net (liabilities) assets $ (248 ) $ (423 ) (1) The current liabilities of discontinued operations includes certain costs associated with the Music Festivals business which will be paid during the year ended December 31, 2020 and primarily relate to employee costs. The following table shows the components of operations that are related to discontinued operations in the Company's Consolidated Statement of Operations (in thousands): Three Months Ended Three Months Ended 2020 2019 Net revenue $ — $ 8 Discontinued operating costs and expenses: Direct operating expenses — 903 Depreciation and amortization — 207 Impairment of long lived and intangible assets — 9,814 Net (gain) loss on sale and retirement of assets — (1,437 ) Discontinued operating income (loss) — (9,479 ) Income (loss) from discontinued operations before income taxes — (9,479 ) Provision (benefit) for income taxes — (2,517 ) Net income (loss) from discontinued operations, net of income taxes $ — $ (6,962 ) |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consisted of the following (in thousands): March 31, December 31, Land and improvements $ 21,530 $ 21,423 Buildings and leasehold improvements 51,468 51,025 Broadcast equipment 87,854 86,910 Computer and office equipment 19,555 18,432 Furniture and fixtures 21,334 20,799 Transportation equipment 19,390 18,574 Software development costs 27,321 25,999 Total property and equipment, gross 248,452 243,162 Less accumulated depreciation and amortization (133,839 ) (129,020 ) Total property and equipment, net $ 114,613 $ 114,142 Depreciation and amortization expense for property and equipment was $5.1 million and $5.8 million for the three months ended March 31, 2020 and 2019 , respectively. During the three months ended March 31, 2020, the Company recorded $0.6 million in non-cash impairment charges to long-lived assets within the San Angelo, TX market. The Company had no material right of use assets related to its finance leases as of March 31, 2020 and December 31, 2019. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2020 | |
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. I n addition to the annual impairment test, the Company is required to regularly assess whether a triggering event has occurred which would require interim impairment testing. The Company considered the current and expected future economic and market conditions surrounding the COVID-19 pandemic and its impact on each of the reporting units. As a result, the Company performed a quantitative impairment assessment as of March 31, 2020 for each of its reporting units. The Company compared the fair value of each of its reporting units, determined based upon discounted estimated future cash flows, to the carrying amount at March 31, 2020, including goodwill. Based upon such assessment, the Company determined that the fair value of each of its reporting units exceeded their respective carrying amounts as of March 31, 2020. The fair values of our National Digital, Townsquare Ignite, AnalyticOwl, Townsquare Interactive and Live Events reporting units were in excess of their respective carrying values by approximately 58% , 171% , 520% , 216% and 145% , respectively. There were no changes in the carrying value of the Company's goodwill during the period ended March 31, 2020. The following table represents goodwill by segment (in thousands): Advertising Townsquare Interactive Live Events Total Balance at March 31, 2020 $ 76,964 77,000 3,983 $ 157,947 We evaluate our FCC licenses for impairment annually or more frequently if events or changes in circumstances indicate that the assets might be impaired. Due to the current and expected future economic and market conditions surrounding the COVID-19 pandemic and the results of our impairment assessment performed as of December 31, 2019, we quantitatively evaluated the fair value of our FCC licenses at March 31, 2020. The key assumptions used in applying the direct valuation method as of March 31, 2020 are summarized as follows: March 31, 2020 Discount Rate 11.0% Long-term Revenue Growth Rate 2.0% Low High Mature Market Share 13.3 % 100.0 % Operating Profit Margin (19.4 )% 55.5 % Based on the results of the impairment assessment of our FCC licenses as of March 31, 2020 we incurred an impairment charge of $78.4 million for FCC licenses in 46 of our 67 local markets, as our traditional broadcast revenues continue to experience declines, which have been further amplified by the COVID-19 pandemic. Charges related to the impairment of the Company’s FCC licenses are included in Advertising segment results. The following tables present details of intangible assets as of March 31, 2020 and December 31, 2019, respectively (in thousands): March 31, 2020 Weighted Average Useful Life (in Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible Assets: FCC licenses Indefinite $ 305,308 $ — $ 305,308 Customer and advertising relationships 3 6,540 (4,303 ) 2,237 Leasehold interests 11 1,085 (948 ) 137 Tower space 3 454 (435 ) 19 Trademarks 10 2,761 (1,088 ) 1,673 Total $ 316,148 $ (6,774 ) $ 309,374 December 31, 2019 Weighted Average Useful Life (in Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible Assets: FCC licenses Indefinite $ 383,738 — $ 383,738 Customer and advertising relationships 3 6,540 (4,139 ) 2,401 Leasehold interests 12 1,085 (940 ) 145 Tower space 4 454 (433 ) 21 Trademarks 10 2,761 (1,045 ) 1,716 Other intangibles 0.1 160 (152 ) 8 Total $ 394,738 $ (6,709 ) $ 388,029 Amortization expense for definite-lived intangible assets was $0.2 million and $0.2 million for the three months ended March 31, 2020 and 2019 , respectively. Estimated future amortization expense for each of the five succeeding fiscal years and thereafter as of March 31, 2020 is as follows (in thousands): 2020 (remainder) $ 646 2021 863 2022 859 2023 625 2024 179 Thereafter 894 $ 4,066 |
Investments
Investments | 3 Months Ended |
Mar. 31, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments Long-term investments consist of minority holdings in companies that management believes are synergistic with Townsquare. As management does not exercise significant control over operating and financial policies of the investees, the investments are not consolidated or accounted for under the equity method of accounting. The initial valuation of the equity securities were based upon an estimate of market value at the time of investment or upon a combination of a valuation analysis using observable inputs categorized as Level 2 and performing a discounted cash flows analysis, using unobservable inputs categorized as Level 3 within the ASC 820 framework. The Company measures its equity securities at cost minus impairment as fair value is not readily determinable and the investments do not qualify for the practical expedient to estimate fair value. Any subsequent observable price changes in orderly transactions for the identical or a similar investment of the same investee, the Company shall measure its equity securities in that investee at fair value as of the date that the observable transaction occured. During the three months ended March 31, 2020, the Company made certain non-cash investments in two small businesses totaling $1.4 million and an additional $0.4 million investment in an existing investee. These transactions were recorded as investments in the Company’s Consolidated Balance Sheet as of March 31, 2020. The investments represent minority ownership positions and are considered equity investments accounted for as equity securities under ASC 321, Investments - Equity Securities . As at December 31, 2019 approximately $0.3 million of a convertible note receivable previously outstanding at December 31, 2018 converted into an investment. There were no impairment charges or upward adjustments recorded for the three months ended March 31, 2020 and 2019, respectively. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Total debt outstanding is summarized as follows (in thousands): March 31, December 31, 2023 Notes (1) $ 278,148 $ 278,148 Term Loans (2) 282,332 282,332 Revolver (3) 50,000 — Debt before deferred financing costs 610,480 560,480 Deferred financing costs (3,505 ) (3,840 ) Total Debt 606,975 556,640 Less: current portion of long-term debt (4) (44,950 ) (9,929 ) Total long-term debt $ 562,025 $ 546,711 (1) See Note 10, "Long-Term Debt," to the Consolidated Financial Statements in the 2019 Annual Report on Form 10-K for details regarding the $300.0 million of 6.5% Unsecured Senior Notes due in 2023 (the “2023 Notes”). (2) See Note 10, "Long-Term Debt," to the Consolidated Financial Statements in the 2019 Annual Report on Form 10-K for details regarding the $320.0 million term loan facility (the “Term Loans”) that matures in 2022. (3) See Note 10, "Long-Term Debt," to the Consolidated Financial Statements in the 2019 Annual Report on Form 10-K for details regarding the $50.0 million revolving credit facility (the “Revolving Credit Facility”). The Revolving Credit Facility matures on April 1, 2022 with a springing maturity six months prior to that date, if the Term Loans are not refinanced by such earlier date. The Term Loans and Revolving Credit Facility are together referred to as the "Senior Secured Credit Facility". (4) At March 31, 2020, the Company classified $45.0 million as its current portion of long-term debt, comprised of $35.0 million of borrowings under the Revolving Credit Facility and $9.9 million required excess free cash flow payment to be made based on our results of operations for the year ended December 31, 2019. 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 free cash flow as defined in the credit agreement (subject to certain reductions). The excess free cash flow payment was made on June 15, 2020. On June 5, 2020, the Company repaid all amounts outstanding under the Revolving Credit Facility, with $50.0 million of available borrowing capacity following the repayment. As of March 31, 2020 , the interest rate on the Term Loans was 4.0% , based on the current LIBOR rate and an applicable margin of 300 basis points. The Revolving Credit Facility 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. 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. In addition, the Senior Secured Credit Facility contains a requirement that, at the end of each calendar quarter, if we have drawn at least 30% , or $15 million , of the commitments under the Revolving Credit Facility, we must have a first lien leverage ratio (as defined under the Senior Secured Credit Facility) on such date of no greater than 3.75 :1.00. On March 17, 2020, the Company borrowed $50.0 million under the Revolving Credit Facility portion of the Senior Secured Credit Facility, constituting the entire amount available for borrowing. As a result of our borrowings on March 17, 2020 under the Revolving Credit Facility, we became subject to this requirement as of March 31, 2020, and were in compliance. On June 5, 2020, the Company repaid all amounts outstanding under the Revolving Credit Facility, with $50.0 million of available borrowing capacity following the repayment, and as a result, is no longer subject to the foregoing leverage requirement. Based on our results of operations for the year ended December 31, 2019 we are required to make an excess free cash flow payment on our outstanding Term Loans of $9.9 million . The payment was made June 15, 2020. On April 13, 2020, the Company entered into an amendment under its existing credit agreement to extend the time period for delivery of the Company's audited financial statements for the fiscal year ended December 31, 2019 and certain related information and documentation until June 15, 2020, and also waived any default under the credit agreement resulting from the failure to comply with Section 6.1(c) of the credit agreement in connection with the failure to deliver the financial statements and related information required to be delivered on April 6, 2020. On June 9, 2020, the Company filed its 2019 Annual Report on Form 10-K and, as of the date thereof, was in compliance with its covenants under both the Senior Secured Credit Facility and the 2023 Notes indenture. The Company was in compliance with its covenants under the 2023 Notes indenture and Senior Secured Credit Facility as of March 31, 2020 . As of March 31, 2020 , based on available market information, the estimated fair value of the 2023 Notes, the Term Loans and the Revolver were $268.8 million , $240.0 million and $50.0 million , respectively. The Company used Level 2 measurements under the fair value measurement hierarchy established under Fair Value Measurement (Topic 820). Annual maturities of the Company's long-term debt as of March 31, 2020 are as follows (in thousands): 2020 (remainder) $ 44,950 2021 — 2022 287,382 2023 278,148 2024 — Thereafter — $ 610,480 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company's effective tax rate for the three months ended March 31, 2020 and 2019 was approximately 26.0% and 27.6% , 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% primarily relates to certain non-deductible items, state and local income taxes and the valuation allowance for deferred tax assets. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity The table below presents a summary, as of March 31, 2020 , 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 14,330,220 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 27,955,871 1 Each of the shares of common stock, including the shares of Class A common stock issuable upon exercise of the warrants, have equal economic rights. 2 Each share converts into one share of Class A common stock upon transfer or at the option of the holder, subject to certain conditions, including compliance with FCC rules. 3 The warrants are fully vested and exercisable for shares of Class A common stock, subject to certain conditions, including compliance with FCC rules. The foregoing share totals include 395,545 shares of restricted Class A common stock, subject to vesting terms, but exclude 4,642,836 of Class A common stock and 4,550,991 of Class B common stock issuable upon exercise of stock options which have an exercise price between $5.20 and $9.63 per share. Additionally, the Company is authorized to issue 50,000,000 shares of undesignated preferred stock. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Basic earnings (loss) per common share (“EPS”) is generally calculated as income available to common shareholders divided by the weighted average number of common shares outstanding. Diluted EPS is generally calculated as income available to common shareholders divided by the weighted average number of common shares outstanding plus the dilutive effect of common share equivalents. The Company has determined that our Warrants are a participating security, as defined, in accordance with ASC Topic 260, Earnings Per Share . Although these Warrants are subject to restrictions on exercise, they participate in the undistributed earnings of the Company and therefore, our presentation reflects the two-class method. The following table sets forth the computations of basic and diluted net income (loss) per share for the three months ended March 31, 2020 and 2019 (in thousands, except per share data). Three Months Ended 2020 2019 Numerator: Net loss $ (59,577 ) $ (4,578 ) Net income from non-controlling interest 577 447 Net loss attributable to controlling interest (60,154 ) (5,025 ) Net (loss) income from continuing operations (59,577 ) 2,384 Net income from continuing operations attributable to non-controlling interest 577 447 Net (loss) income from continuing operations attributable to controlling interest $ (60,154 ) $ 1,937 Net (loss) income from discontinued operations, net of income taxes $ — $ (6,962 ) Denominator: Weighted average shares of common stock outstanding 18,582 18,478 Weighted average shares of participating securities outstanding 8,978 8,978 Total weighted average basic shares outstanding 27,560 27,456 Effect of dilutive common stock equivalents — — Weighted average diluted common shares outstanding 18,582 27,456 Basic (loss) income per share: Continuing operations attributable to common shares $ (3.27 ) $ 0.07 Continuing operations attributable to participating shares $ 0.08 $ 0.07 Discontinued operations attributable to common shares $ — $ (0.38 ) Discontinued operations attributable to participating shares $ — $ — Diluted (loss) income per share: Continuing operations $ (3.27 ) $ 0.07 Discontinued operations $ — $ (0.25 ) The Company had the following dilutive securities that were not included in the computation of diluted net loss per share as they were considered anti-dilutive (in thousands): Three Months Ended 2020 2019 Stock options 9,194 — Restricted Stock 393 — |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting Operating segments are organized internally by type of products and services provided. On January 2, 2019, the Company announced that its Co-CEO Bill Wilson would become the Company’s sole CEO. As a result of this organization change, Mr. Wilson also became the Company’s Chief Operating Decision Maker (“CODM”). Based on the information reviewed by Mr. Wilson in his capacity as CODM, the Company has identified three reportable operating segments, which are Advertising, which includes broadcast and digital advertising products and solutions, Townsquare Interactive, which is our digital marketing solutions business and Live Events, which is comprised of the Company’s live events, including concerts, expositions and other experiential events. The Company has concluded that each of these operating segments shall be presented separately. The Company operates in one geographic area. The Company's assets and liabilities are managed within the small and mid-sized markets across the United States where the Company conducts its business and are reported internally in the same manner as the Consolidated Financial Statements; thus, no additional information regarding assets and liabilities of the Company’s reportable segments is produced for the Company's CEO or included in these Consolidated Financial Statements. Intangible assets consist principally of FCC broadcast licenses and other definite-lived intangible assets and primarily support the Company’s Advertising segment. For further information see Note 6 . The Company does not have any material inter-segment sales. The Company's management evaluates segment operating income, which excludes unallocated corporate expenses and the impact of certain items that are not directly attributable to the reportable segments' underlying operating performance, and primarily includes expenses related to corporate stewardship and administration activities, transaction related costs and non-cash impairment charges. The following table presents the Company's reportable segment results for the three months ended March 31, 2020 (in thousands): Advertising Townsquare Interactive Live Events Corporate and Other Reconciling Items Total Net revenue $ 74,536 $ 16,527 $ 2,370 $ — $ 93,433 Direct operating expenses 57,719 11,979 1,852 — 71,550 Depreciation and amortization 3,200 134 135 1,815 5,284 Corporate expenses — — — 6,390 6,390 Stock-based compensation 52 24 2 446 524 Transaction costs — — — 1,027 1,027 Business realignment costs — — — 1,711 1,711 Impairment of long lived and intangible assets 79,060 — — — 79,060 Net gain on sale and retirement of assets — — — (2 ) (2 ) Operating (loss) income $ (65,495 ) $ 4,390 $ 381 $ (11,387 ) $ (72,111 ) The following table presents the Company's reportable segment results for the three months ended March 31, 2019 (in thousands): Advertising Townsquare Interactive Live Events Corporate and Other Reconciling Items Total Net revenue $ 74,315 $ 14,208 $ 5,159 $ — $ 93,682 Direct operating expenses 55,028 9,827 3,913 — 68,768 Depreciation and amortization 3,469 121 145 2,311 6,046 Corporate expenses — — — 5,737 5,737 Stock-based compensation 92 35 23 726 876 Transaction costs — — — 148 148 Business realignment costs 161 — — 4 165 Net loss on sale and retirement of assets — — — 19 19 Operating income (loss) $ 15,565 $ 4,225 $ 1,078 $ (8,945 ) $ 11,923 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Company has a strategic partnership and services agreement with a venture studio affiliated with the two of its directors. Under the agreement, the Company provides certain professional and administrative services including, IT, accounting and human resources support, business development, engineering and consulting services. The Company receives a monthly service fee of $15,000 , and reimbursement of any direct expenses, as applicable. During the three months ended March 31, 2020 and 2019, the Company received payments in the aggregate of approximately $0.1 million , respectively related to services provided under the terms of the agreement. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On March 13, 2020, the board of directors approved a dividend payment of $0.075 per share. The dividend was payable to holders of record as of April 2, 2020. The dividend of $2.1 million was paid on May 15, 2020. On May 19, 2020 , the Company voluntarily repurchased $4.5 million of its 2023 Notes at a market price below par, plus accrued interest. The repurchased notes were canceled by the Company. On March 17, 2020, the Company borrowed $50.0 million under the Revolving Credit Facility portion of the Senior Secured Credit Facility, constituting the entire amount available for borrowing as a precautionary measure. The Revolving Credit Facility 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. In addition, the Senior Secured Credit Facility contains a requirement that, at the end of each calendar quarter, if we have drawn at least 30% , or $15 million , of the commitments under the Revolving Credit Facility, we must have a first lien leverage ratio (as defined under the Senior Secured Credit Facility) on such date of no greater than 3.75 :1.00. As a result of our borrowings on March 17, 2020 under the Revolving Credit Facility, we became subject to this requirement as of March 31, 2020, and were in compliance. On June 5, 2020, the Company repaid all amounts outstanding under the Revolving Credit Facility, with $50.0 million of available borrowing capacity following the repayment, and as a result, is no longer subject to the foregoing leverage requirement. Based on our results of operations for the year ended December 31, 2019 we are required to make an excess free cash flow payment on our outstanding Term Loans of $9.9 million . The payment was made June 15, 2020. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation 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 Annual Report on Form 10-K for the year ended December 31, 2019 (the " 2019 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 Generally Accepted Accounting Principles in the United States ("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. All adjustments (consisting only of normal, recurring adjustments) necessary for a fair presentation of results of operations and financial condition as of the end of the interim periods have been included. The results of operations and cash flows for the three months ended March 31, 2020 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, 2020 . The Consolidated Balance Sheet as of December 31, 2019 |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosures of contingent assets and liabilities. On an ongoing basis, the Company evaluates its significant estimates, including those related to assumptions used in determining the fair value of assets and liabilities acquired in a business combination, impairment testing of intangible assets, valuation and impairment testing of long-lived tangible assets and investments, the present value of leasing arrangements, share-based payment expense and the calculation of allowance for doubtful accounts and income taxes. The Company bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the result of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual amounts and results may differ materially from these estimates under different assumptions or conditions. |
Recently Adopted Accounting Standards and Recently Issued Standards That Have Not Yet Been Adopted | Recently Adopted Accounting Standards In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract , which requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in Topic 350, Intangibles - Goodwill and Other to determine which implementation costs to capitalize as assets or expense as incurred. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted and an entity can elect to apply the new guidance on a prospective or retrospective basis. The Company adopted this standard effective January 1, 2020, which did not have a material impact on the Company's consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurements (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement , which eliminates, adds and modifies certain disclosure requirements for fair value measurements, including eliminating the requirements to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, and requiring disclosure of the range and weighted average rate used to develop significant unobservable inputs for Level 3 fair value measurements. The new guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption, either of the entire standard or only the provisions that eliminate or modify requirements, is permitted. The Company adopted this standard effective January 1, 2020, which did not have a material impact on the Company’s consolidated financial statements. Recently Issued Standards That Have Not Yet Been Adopted In March 2020, the FASB issued ASU 2020-04 , Facilitation of the Effects of Reference Rate Reform on Financial Reporting (Topic 848), which is intended to provide temporary optional expedients and exceptions to U.S. GAAP guidance on contracts, hedge accounting and other transactions affected by the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. This ASU is effective for all entities beginning on March 12, 2020 and the Company may elect to apply the amendments prospectively through December 31, 2022. The Company is continuing to assess the impact on its Consolidated Financial Statements. In January 2020, the FASB issued ASU 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)-Clarifying the Interactions between Topic 321, Topic 323, and Topic 815, which clarifies certain interactions between the guidance to account for certain equity securities under Topic 321, the guidance to account for investments under the equity method of accounting in Topic 323, and the guidance in Topic 815, which could change how an entity accounts for an equity security under the measurement alternative or a forward contract or purchased option to purchase securities that, upon settlement of the forward contract or exercise of the purchased option, would be accounted for under the equity method of accounting or the fair value option in accordance with Topic 825, Financial Instruments . If a company is applying the measurement alternative for an equity investment under Accounting Standards Codification ('ASC') Topic 321 and must transition to the equity method because of an observable transaction, it will remeasure its investment immediately before transition. The new guidance is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted, including early adoption in an interim period, (1) for public business entities for periods for which financial statements have not yet been issued and (2) for all other entities for periods for which financial statements have not yet been made available for issuance. The adoption of this is not expected to have a material impact on the Company's Consolidated Financial Statements. In December 2019, the FASB issued ASU 2019-12, Accounting Standards Update 2019-12-Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The new guidance is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption of the amendments is permitted, including adoption in any interim period for (1) public business entities for periods for which financial statements have not yet been issued and (2) all other entities for periods for which financial statements have not yet been made available for issuance. The Company is continuing to assess the impact on its Consolidated Financial Statements, if any. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which adds a new Topic 326 to the Codification and removes the thresholds that companies apply to measure credit losses on financial instruments measured at amortized cost, such as loans, receivables, and held-to-maturity debt securities. The guidance will remove all recognition thresholds and will require companies to recognize an allowance for credit losses for the difference between the amortized cost basis of a financial instrument and the amount of amortized cost that the company expects to collect over the instrument's contractual life. The new guidance is effective for smaller reporting companies for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption, either of the entire standard or only the provisions that eliminate or modify requirements, is permitted. The Company expects to adopt the new guidance in the first quarter of 2023. The Company is continuing to assess the impact on its Consolidated Financial Statements, if any. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following tables present a disaggregation of our revenue by reporting segment and revenue from political sources and all other sources (in thousands): Three Months Ended Advertising Townsquare Interactive Live Events Total Net Revenue (ex Political) $ 73,208 $ 16,527 $ 2,370 $ 92,105 Political 1,328 — — $ 1,328 Net Revenue $ 74,536 $ 16,527 $ 2,370 $ 93,433 Three Months Ended Advertising Townsquare Interactive Live Events Total Net Revenue (ex Political) $ 74,017 $ 14,208 $ 5,159 $ 93,384 Political 298 — — $ 298 Net Revenue $ 74,315 $ 14,208 $ 5,159 $ 93,682 |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | The following tables provides information about receivables, contract assets and contract liabilities from contracts with customers (in thousands): March 31, 2020 December 31, 2019 Receivables $ 57,944 $ 67,463 Short-term contract liabilities (deferred revenue) $ 8,795 $ 8,086 Contract Acquisition Costs $ 4,186 $ 4,037 March 31, 2019 December 31, 2018 Receivables $ 56,167 $ 62,599 Short-term contract liabilities (deferred revenue) $ 8,726 $ 7,922 Contract Acquisition Costs $ 3,435 $ 2,970 |
Divestitures and Discontinued_2
Divestitures and Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of amounts related to 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): March 31, December 31, Accounts payable $ 3 $ 31 Accrued expenses and other current liabilities 245 392 Current liabilities of discontinued operations (1) 248 423 Net (liabilities) assets $ (248 ) $ (423 ) (1) The current liabilities of discontinued operations includes certain costs associated with the Music Festivals business which will be paid during the year ended December 31, 2020 and primarily relate to employee costs. The following table shows the components of operations that are related to discontinued operations in the Company's Consolidated Statement of Operations (in thousands): Three Months Ended Three Months Ended 2020 2019 Net revenue $ — $ 8 Discontinued operating costs and expenses: Direct operating expenses — 903 Depreciation and amortization — 207 Impairment of long lived and intangible assets — 9,814 Net (gain) loss on sale and retirement of assets — (1,437 ) Discontinued operating income (loss) — (9,479 ) Income (loss) from discontinued operations before income taxes — (9,479 ) Provision (benefit) for income taxes — (2,517 ) Net income (loss) from discontinued operations, net of income taxes $ — $ (6,962 ) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property and equipment consisted of the following (in thousands): March 31, December 31, Land and improvements $ 21,530 $ 21,423 Buildings and leasehold improvements 51,468 51,025 Broadcast equipment 87,854 86,910 Computer and office equipment 19,555 18,432 Furniture and fixtures 21,334 20,799 Transportation equipment 19,390 18,574 Software development costs 27,321 25,999 Total property and equipment, gross 248,452 243,162 Less accumulated depreciation and amortization (133,839 ) (129,020 ) Total property and equipment, net $ 114,613 $ 114,142 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table represents goodwill by segment (in thousands): Advertising Townsquare Interactive Live Events Total Balance at March 31, 2020 $ 76,964 77,000 3,983 $ 157,947 |
Schedule of Assumptions Used in Annual Impairment Assessments | The key assumptions used in applying the direct valuation method as of March 31, 2020 are summarized as follows: March 31, 2020 Discount Rate 11.0% Long-term Revenue Growth Rate 2.0% Low High Mature Market Share 13.3 % 100.0 % Operating Profit Margin (19.4 )% 55.5 % |
Schedule of Indefinite-Lived and Finite-Lived Intangible Assets | The following tables present details of intangible assets as of March 31, 2020 and December 31, 2019, respectively (in thousands): March 31, 2020 Weighted Average Useful Life (in Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible Assets: FCC licenses Indefinite $ 305,308 $ — $ 305,308 Customer and advertising relationships 3 6,540 (4,303 ) 2,237 Leasehold interests 11 1,085 (948 ) 137 Tower space 3 454 (435 ) 19 Trademarks 10 2,761 (1,088 ) 1,673 Total $ 316,148 $ (6,774 ) $ 309,374 December 31, 2019 Weighted Average Useful Life (in Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible Assets: FCC licenses Indefinite $ 383,738 — $ 383,738 Customer and advertising relationships 3 6,540 (4,139 ) 2,401 Leasehold interests 12 1,085 (940 ) 145 Tower space 4 454 (433 ) 21 Trademarks 10 2,761 (1,045 ) 1,716 Other intangibles 0.1 160 (152 ) 8 Total $ 394,738 $ (6,709 ) $ 388,029 |
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 March 31, 2020 is as follows (in thousands): 2020 (remainder) $ 646 2021 863 2022 859 2023 625 2024 179 Thereafter 894 $ 4,066 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Long-term Debt Instruments | Total debt outstanding is summarized as follows (in thousands): March 31, December 31, 2023 Notes (1) $ 278,148 $ 278,148 Term Loans (2) 282,332 282,332 Revolver (3) 50,000 — Debt before deferred financing costs 610,480 560,480 Deferred financing costs (3,505 ) (3,840 ) Total Debt 606,975 556,640 Less: current portion of long-term debt (4) (44,950 ) (9,929 ) Total long-term debt $ 562,025 $ 546,711 (1) See Note 10, "Long-Term Debt," to the Consolidated Financial Statements in the 2019 Annual Report on Form 10-K for details regarding the $300.0 million of 6.5% Unsecured Senior Notes due in 2023 (the “2023 Notes”). (2) See Note 10, "Long-Term Debt," to the Consolidated Financial Statements in the 2019 Annual Report on Form 10-K for details regarding the $320.0 million term loan facility (the “Term Loans”) that matures in 2022. (3) See Note 10, "Long-Term Debt," to the Consolidated Financial Statements in the 2019 Annual Report on Form 10-K for details regarding the $50.0 million revolving credit facility (the “Revolving Credit Facility”). The Revolving Credit Facility matures on April 1, 2022 with a springing maturity six months prior to that date, if the Term Loans are not refinanced by such earlier date. The Term Loans and Revolving Credit Facility are together referred to as the "Senior Secured Credit Facility". (4) At March 31, 2020, the Company classified $45.0 million as its current portion of long-term debt, comprised of $35.0 million of borrowings under the Revolving Credit Facility and $9.9 million |
Annual Maturities of Long-term Debt | Annual maturities of the Company's long-term debt as of March 31, 2020 are as follows (in thousands): 2020 (remainder) $ 44,950 2021 — 2022 287,382 2023 278,148 2024 — Thereafter — $ 610,480 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Schedule of Stockholders Equity | The table below presents a summary, as of March 31, 2020 , 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 14,330,220 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 27,955,871 1 Each of the shares of common stock, including the shares of Class A common stock issuable upon exercise of the warrants, have equal economic rights. 2 Each share converts into one share of Class A common stock upon transfer or at the option of the holder, subject to certain conditions, including compliance with FCC rules. 3 The warrants are fully vested and exercisable for shares of Class A common stock, subject to certain conditions, including compliance with FCC rules. |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Unaudited Pro Forma Earnings (Loss) Per Share | The following table sets forth the computations of basic and diluted net income (loss) per share for the three months ended March 31, 2020 and 2019 (in thousands, except per share data). Three Months Ended 2020 2019 Numerator: Net loss $ (59,577 ) $ (4,578 ) Net income from non-controlling interest 577 447 Net loss attributable to controlling interest (60,154 ) (5,025 ) Net (loss) income from continuing operations (59,577 ) 2,384 Net income from continuing operations attributable to non-controlling interest 577 447 Net (loss) income from continuing operations attributable to controlling interest $ (60,154 ) $ 1,937 Net (loss) income from discontinued operations, net of income taxes $ — $ (6,962 ) Denominator: Weighted average shares of common stock outstanding 18,582 18,478 Weighted average shares of participating securities outstanding 8,978 8,978 Total weighted average basic shares outstanding 27,560 27,456 Effect of dilutive common stock equivalents — — Weighted average diluted common shares outstanding 18,582 27,456 Basic (loss) income per share: Continuing operations attributable to common shares $ (3.27 ) $ 0.07 Continuing operations attributable to participating shares $ 0.08 $ 0.07 Discontinued operations attributable to common shares $ — $ (0.38 ) Discontinued operations attributable to participating shares $ — $ — Diluted (loss) income per share: Continuing operations $ (3.27 ) $ 0.07 Discontinued operations $ — $ (0.25 ) The Company had the following dilutive securities that were not included in the computation of diluted net loss per share as they were considered anti-dilutive (in thousands): Three Months Ended 2020 2019 Stock options 9,194 — Restricted Stock 393 — |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table presents the Company's reportable segment results for the three months ended March 31, 2020 (in thousands): Advertising Townsquare Interactive Live Events Corporate and Other Reconciling Items Total Net revenue $ 74,536 $ 16,527 $ 2,370 $ — $ 93,433 Direct operating expenses 57,719 11,979 1,852 — 71,550 Depreciation and amortization 3,200 134 135 1,815 5,284 Corporate expenses — — — 6,390 6,390 Stock-based compensation 52 24 2 446 524 Transaction costs — — — 1,027 1,027 Business realignment costs — — — 1,711 1,711 Impairment of long lived and intangible assets 79,060 — — — 79,060 Net gain on sale and retirement of assets — — — (2 ) (2 ) Operating (loss) income $ (65,495 ) $ 4,390 $ 381 $ (11,387 ) $ (72,111 ) The following table presents the Company's reportable segment results for the three months ended March 31, 2019 (in thousands): Advertising Townsquare Interactive Live Events Corporate and Other Reconciling Items Total Net revenue $ 74,315 $ 14,208 $ 5,159 $ — $ 93,682 Direct operating expenses 55,028 9,827 3,913 — 68,768 Depreciation and amortization 3,469 121 145 2,311 6,046 Corporate expenses — — — 5,737 5,737 Stock-based compensation 92 35 23 726 876 Transaction costs — — — 148 148 Business realignment costs 161 — — 4 165 Net loss on sale and retirement of assets — — — 19 19 Operating income (loss) $ 15,565 $ 4,225 $ 1,078 $ (8,945 ) $ 11,923 |
Organization and Basis of Pre_2
Organization and Basis of Presentation - Nature of Business (Details) $ in Millions | May 15, 2020USD ($) | Jun. 18, 2020employee | Mar. 31, 2020radio_stationmarketwebsite |
Organization and Basis of Presentation [Line Items] | |||
Number of radio stations | radio_station | 321 | ||
Number of local websites (more than) | website | 330 | ||
Number of small and medium sized markets in which entity operates | 19,850 | ||
United States | |||
Organization and Basis of Presentation [Line Items] | |||
Number of local markets | 67 | ||
Subsequent Event | |||
Organization and Basis of Presentation [Line Items] | |||
Employee workforce reduction | employee | 135 | ||
Dividend payment | $ | $ 2.1 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Net revenue | $ 93,433 | $ 93,682 |
Advertising | ||
Disaggregation of Revenue [Line Items] | ||
Net revenue | 74,536 | 74,315 |
Townsquare Interactive | ||
Disaggregation of Revenue [Line Items] | ||
Net revenue | 16,527 | 14,208 |
Live Events | ||
Disaggregation of Revenue [Line Items] | ||
Net revenue | 2,370 | 5,159 |
Net Revenue (ex Political) | ||
Disaggregation of Revenue [Line Items] | ||
Net revenue | 92,105 | 93,384 |
Net Revenue (ex Political) | Advertising | ||
Disaggregation of Revenue [Line Items] | ||
Net revenue | 73,208 | 74,017 |
Net Revenue (ex Political) | Townsquare Interactive | ||
Disaggregation of Revenue [Line Items] | ||
Net revenue | 16,527 | 14,208 |
Net Revenue (ex Political) | Live Events | ||
Disaggregation of Revenue [Line Items] | ||
Net revenue | 2,370 | 5,159 |
Political | ||
Disaggregation of Revenue [Line Items] | ||
Net revenue | 1,328 | 298 |
Political | Advertising | ||
Disaggregation of Revenue [Line Items] | ||
Net revenue | 1,328 | 298 |
Political | Townsquare Interactive | ||
Disaggregation of Revenue [Line Items] | ||
Net revenue | 0 | 0 |
Political | Live Events | ||
Disaggregation of Revenue [Line Items] | ||
Net revenue | $ 0 | $ 0 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Receivables, Contract Assets and Contract Liabilities from Contracts (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Revenue from Contract with Customer [Abstract] | ||||
Receivables | $ 57,944 | $ 67,463 | $ 56,167 | $ 62,599 |
Short-term contract liabilities (deferred revenue) | 8,795 | 8,086 | 8,726 | 7,922 |
Contract Acquisition Costs | $ 4,186 | $ 4,037 | $ 3,435 | $ 2,970 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | ||||
Impairment loss | $ 0 | $ 0 | ||
Contract with customer, liability, current | 8,795,000 | 8,726,000 | $ 8,086,000 | $ 7,922,000 |
Revenue recognized | 5,900,000 | 6,200,000 | ||
Capitalized contract acquisition costs | 4,186,000 | 3,435,000 | $ 4,037,000 | $ 2,970,000 |
Recognized amortization | $ 800,000 | $ 500,000 |
Divestitures and Discontinued_3
Divestitures and Discontinued Operations - Narrative (Details) - USD ($) $ in Millions | May 24, 2019 | Mar. 18, 2019 | Mar. 31, 2019 | Jun. 04, 2019 |
Radio Broadcast Station | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Consideration received | $ 0.1 | |||
Discontinued Operations, Disposed of by Sale | Music Festivals | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Proceeds from sale | $ 10 | |||
Impairment on assets of the disposal group | $ 10 | |||
Discontinued Operations, Disposed of by Sale | Arizona Bridal Shows | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Proceeds from sale | $ 2 | |||
Gain (loss) on sale of business | $ 1.4 |
Divestitures and Discontinued_4
Divestitures and Discontinued Operations - Components of Assets and Liabilities Related to Discontinued Operations (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Discontinued Operations and Disposal Groups [Abstract] | ||
Accounts payable | $ 3 | $ 31 |
Accrued expenses and other current liabilities | 245 | 392 |
Current liabilities of discontinued operations | 248 | 423 |
Net (liabilities) assets | $ (248) | $ (423) |
Divestitures and Discontinued_5
Divestitures and Discontinued Operations - Components of Operations Related to Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Discontinued operating costs and expenses: | ||
Net income (loss) from discontinued operations, net of income taxes | $ 0 | $ (6,962) |
Discontinued Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net revenue | 0 | 8 |
Discontinued operating costs and expenses: | ||
Direct operating expenses | 0 | 903 |
Depreciation and amortization | 0 | 207 |
Impairment of long lived and intangible assets | 0 | 9,814 |
Net (gain) loss on sale and retirement of assets | 0 | (1,437) |
Discontinued operating income (loss) | 0 | (9,479) |
Income (loss) from discontinued operations before income taxes | 0 | (9,479) |
Provision (benefit) for income taxes | 0 | (2,517) |
Net income (loss) from discontinued operations, net of income taxes | $ 0 | $ (6,962) |
Property and Equipment - Schedu
Property and Equipment - Schedule of Physical Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 248,452 | $ 243,162 |
Less accumulated depreciation and amortization | (133,839) | (129,020) |
Total property and equipment, net | 114,613 | 114,142 |
Land and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 21,530 | 21,423 |
Buildings and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 51,468 | 51,025 |
Broadcast equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 87,854 | 86,910 |
Computer and office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 19,555 | 18,432 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 21,334 | 20,799 |
Transportation equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 19,390 | 18,574 |
Software development costs | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 27,321 | $ 25,999 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation and amortization expense | $ 5,100,000 | $ 5,800,000 | |
Impairment charges to long-lived assets | 600,000 | ||
Depreciation and amortization expense related to finance lease assets | $ 0 | $ 0 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Narrative (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2020USD ($)market | Mar. 31, 2019USD ($) | |
Indefinite-lived Intangible Assets [Line Items] | ||
Impairment charge of intangible assets | $ | $ 78.4 | |
Number of local markets with impairment charges | market | 46 | |
Amortization of intangible assets | $ | $ 0.2 | $ 0.2 |
United States | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Number of local markets | market | 67 | |
National Digital | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Fair value in excess of carrying amount (as a percent) | 58.00% | |
Townsquare Ignite | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Fair value in excess of carrying amount (as a percent) | 171.00% | |
AnalyticOwl | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Fair value in excess of carrying amount (as a percent) | 520.00% | |
Townsquare Interactive | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Fair value in excess of carrying amount (as a percent) | 216.00% | |
Live Events | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Fair value in excess of carrying amount (as a percent) | 145.00% | |
FCC licenses | ||
Indefinite-lived Intangible Assets [Line Items] | ||
FCC license renewal period | 8 years |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Goodwill [Line Items] | ||
Goodwill | $ 157,947 | $ 157,947 |
Advertising | ||
Goodwill [Line Items] | ||
Goodwill | 76,964 | |
Townsquare Interactive | ||
Goodwill [Line Items] | ||
Goodwill | 77,000 | |
Live Events | ||
Goodwill [Line Items] | ||
Goodwill | $ 3,983 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Schedule of Assumptions Used in Annual Impairment Assessments (Details) | 3 Months Ended |
Mar. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |
Discount Rate | 11.00% |
Long-term Revenue Growth Rate | 2.00% |
Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Mature Market Share | 13.30% |
Operating Profit Margin | (19.40%) |
Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Mature Market Share | 100.00% |
Operating Profit Margin | 55.50% |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Schedule of Finite Lived and Indefinite Lived Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ (6,774) | $ (6,709) |
Net Carrying Amount | 4,066 | |
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross (Excluding Goodwill) | 316,148 | 394,738 |
Intangible Assets, Net (Excluding Goodwill) | 309,374 | 388,029 |
FCC licenses | ||
Indefinite-lived Intangible Assets [Line Items] | ||
FCC licenses | 305,308 | 383,738 |
Customer and advertising relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 6,540 | 6,540 |
Accumulated Amortization | (4,303) | (4,139) |
Net Carrying Amount | $ 2,237 | $ 2,401 |
Weighted Average Useful Life (in Years) | 3 years | 3 years |
Leasehold interests | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,085 | $ 1,085 |
Accumulated Amortization | (948) | (940) |
Net Carrying Amount | $ 137 | $ 145 |
Weighted Average Useful Life (in Years) | 11 years | 12 years |
Tower space | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 454 | $ 454 |
Accumulated Amortization | (435) | (433) |
Net Carrying Amount | $ 19 | $ 21 |
Weighted Average Useful Life (in Years) | 3 years | 4 years |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 2,761 | $ 2,761 |
Accumulated Amortization | (1,088) | (1,045) |
Net Carrying Amount | $ 1,673 | $ 1,716 |
Weighted Average Useful Life (in Years) | 10 years | 10 years |
Other intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 160 | |
Accumulated Amortization | (152) | |
Net Carrying Amount | $ 8 | |
Weighted Average Useful Life (in Years) | 1 month 6 days |
Goodwill and Other Intangible_7
Goodwill and Other Intangible Assets - Schedule of Finite-Lived Intangible Assets, Future Amortization (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2020 (remainder) | $ 646 |
2021 | 863 |
2022 | 859 |
2023 | 625 |
2024 | 179 |
Thereafter | 894 |
Net Carrying Amount | $ 4,066 |
Investments - Narrative (Detail
Investments - Narrative (Details) | 3 Months Ended | ||
Mar. 31, 2020USD ($)small_business | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | |
Debt and Equity Securities, FV-NI [Line Items] | |||
Number of small businesses invested in | small_business | 2 | ||
Impairment on investments | $ 0 | $ 0 | |
Upward adjustments on investments | 0 | $ 0 | |
Small Business | |||
Debt and Equity Securities, FV-NI [Line Items] | |||
Investments | 1,400,000 | ||
Existing Investee | |||
Debt and Equity Securities, FV-NI [Line Items] | |||
Investments | $ 400,000 | ||
Convertible Note Receivable Investment | |||
Debt and Equity Securities, FV-NI [Line Items] | |||
Investments | $ 300,000 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long Term Debt (Details) - USD ($) | Jun. 15, 2020 | Mar. 31, 2020 | Jun. 05, 2020 | Mar. 17, 2020 | Dec. 31, 2019 | Apr. 01, 2015 |
Debt Instrument [Line Items] | ||||||
Debt before deferred financing costs | $ 610,480,000 | $ 560,480,000 | ||||
Deferred financing costs | (3,505,000) | (3,840,000) | ||||
Total Debt | 606,975,000 | 556,640,000 | ||||
Less: current portion of long-term debt | (44,950,000) | (9,929,000) | ||||
Total long-term debt | 562,025,000 | 546,711,000 | ||||
Current portion of long-term debt | 44,950,000 | 9,929,000 | ||||
Unsecured Senior Note Due 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, gross | 278,148,000 | 278,148,000 | ||||
Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, gross | 282,332,000 | 282,332,000 | ||||
Revolver | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, gross | $ 50,000,000 | $ 0 | ||||
Unsecured Senior Note Due 2023 | Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt amount | $ 300,000,000 | |||||
Stated interest rate | 6.50% | |||||
Term Loan | Seven Year Term Loan Facility | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 4.00% | |||||
Cash paid in excess on outstanding term loans | $ 9,900,000 | |||||
Revolving Credit Facility | Revolver | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit, borrowing capacity | $ 50,000,000 | |||||
Amount borrowed | $ 35,000,000 | $ 50,000,000 | ||||
Subsequent Event | Term Loan | Seven Year Term Loan Facility | ||||||
Debt Instrument [Line Items] | ||||||
Cash paid in excess on outstanding term loans | $ 9,900,000 | |||||
Subsequent Event | Revolving Credit Facility | Revolver | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit, borrowing capacity | $ 50,000,000 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) - USD ($) | Jun. 15, 2020 | Mar. 31, 2020 | Jun. 05, 2020 | Mar. 17, 2020 | Apr. 01, 2015 |
Debt Instrument [Line Items] | |||||
Outstanding borrowings | $ 610,480,000 | ||||
Term Loan | Seven Year Term Loan Facility | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate | 4.00% | ||||
Cash paid in excess on outstanding term loans | $ 9,900,000 | ||||
Term Loan | Seven Year Term Loan Facility | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 3.00% | ||||
Revolving Credit Facility | Revolver | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility percentage required | 30.00% | ||||
Current borrowing capacity, minimum required | $ 15,000,000 | ||||
Lien leverage ratio required, maximum | 3.75 | ||||
Outstanding borrowings | $ 50,000,000 | ||||
Maximum borrowing capacity | $ 50,000,000 | ||||
Fair value of debt | $ 50,000,000 | ||||
Revolving Credit Facility | Revolver | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.50% | ||||
Revolving Credit Facility | Revolver | Base Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1.50% | ||||
Term Loan | Seven Year Term Loan Facility | |||||
Debt Instrument [Line Items] | |||||
Fair value of debt | $ 240,000,000 | ||||
Senior Notes | Unsecured Senior Note Due 2023 | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate | 6.50% | ||||
Fair value of debt | $ 268,800,000 | ||||
Subsequent Event | Term Loan | Seven Year Term Loan Facility | |||||
Debt Instrument [Line Items] | |||||
Cash paid in excess on outstanding term loans | $ 9,900,000 | ||||
Subsequent Event | Revolving Credit Facility | Revolver | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 50,000,000 |
Long-Term Debt - Schedule of Ma
Long-Term Debt - Schedule of Maturities of Long Term Debt (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Debt Disclosure [Abstract] | |
2020 (remainder) | $ 44,950 |
2021 | 0 |
2022 | 287,382 |
2023 | 278,148 |
2024 | 0 |
Thereafter | 0 |
Long-term debt | $ 610,480 |
Income Taxes Narrative (Details
Income Taxes Narrative (Details) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate (percentage) | 26.00% | 27.60% |
Federal statutory income tax rate (percentage) | 21.00% |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Stockholders Equity (Details) | 3 Months Ended | |
Mar. 31, 2020USD ($)vote / shares$ / sharesshares | Dec. 31, 2019$ / sharesshares | |
Class of Stock [Line Items] | ||
Common shares authorized (in shares) | 400,000,000 | |
Common stock and warrants outstanding (in shares) | 27,955,871 | |
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 warrants) | 8,977,676 | |
Common Class A | ||
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) | 14,330,220 | 14,314,092 |
Number of votes per share | vote / shares | 1 | |
Common Class B | ||
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 | 3,011,634 |
Number of votes per share | vote / shares | 10 | |
Conversion ratio into common stock | 1 | |
Common Class C | ||
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 | |
Conversion ratio into common stock | 1 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) | Mar. 31, 2020$ / sharesshares |
Minimum | |
Class of Stock [Line Items] | |
Options outstanding, exercise price (in dollars per share) | $ / shares | $ 5.20 |
Maximum | |
Class of Stock [Line Items] | |
Options outstanding, exercise price (in dollars per share) | $ / shares | $ 9.63 |
Common Class A | |
Class of Stock [Line Items] | |
Shares issuable upon exercise of stock options (in shares) | 4,642,836 |
Common Class B | |
Class of Stock [Line Items] | |
Shares issuable upon exercise of stock options (in shares) | 4,550,991 |
Preferred Stock | |
Class of Stock [Line Items] | |
Preferred shares authorized (in shares) | 50,000,000 |
Restricted Stock | |
Class of Stock [Line Items] | |
Shares outstanding (in shares) | 395,545 |
Net Income (Loss) Per Share - S
Net Income (Loss) Per 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 | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Numerator: | ||
Net income (loss) | $ (59,577) | $ (4,578) |
Net income from non-controlling interest | 577 | 447 |
Net loss attributable to controlling interest | (60,154) | (5,025) |
Net (loss) income from continuing operations | (59,577) | 2,384 |
Net income from continuing operations attributable to non-controlling interest | 577 | 447 |
Net (loss) income from continuing operations attributable to controlling interest | (60,154) | 1,937 |
Net loss from discontinued operations, net of income taxes | $ 0 | $ (6,962) |
Denominator: | ||
Weighted average shares outstanding, basic (in shares) | 27,560 | 27,456 |
Effect of dilutive common stock equivalents (in shares) | 0 | 0 |
Weighted average diluted common shares outstanding (in shares) | 18,582 | 27,456 |
Diluted (loss) income per share: | ||
Continuing operations (in dollars per share) | $ (3.27) | $ 0.07 |
Discontinued operations (in dollars per share) | $ 0 | $ (0.25) |
Common shares | ||
Denominator: | ||
Weighted average shares outstanding, basic (in shares) | 18,582 | 18,478 |
Basic (loss) income per share: | ||
Continuing operations (in dollars per share) | $ (3.27) | $ 0.07 |
Discontinued operations (in dollars per share) | $ 0 | $ (0.38) |
Warrants | ||
Denominator: | ||
Weighted average shares outstanding, basic (in shares) | 8,978 | 8,978 |
Basic (loss) income per share: | ||
Continuing operations (in dollars per share) | $ 0.08 | $ 0.07 |
Discontinued operations (in dollars per share) | $ 0 | $ 0 |
Stock options | ||
Diluted (loss) income per share: | ||
Antidilutive securities (in shares) | 9,194 | 0 |
Restricted Stock | ||
Diluted (loss) income per share: | ||
Antidilutive securities (in shares) | 393 | 0 |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) | 3 Months Ended |
Mar. 31, 2020geographic_areasegment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Number of operating segments | 3 |
Number of geographic areas | geographic_area | 1 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Reportable Segment Results (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Net revenue | $ 93,433 | $ 93,682 |
Direct operating expenses | 71,550 | 68,768 |
Depreciation and amortization | 5,284 | 6,046 |
Corporate expenses | 6,390 | 5,737 |
Stock-based compensation | 524 | 876 |
Transaction costs | 1,027 | 148 |
Business realignment costs | 1,711 | 165 |
Impairment of intangible and long-lived assets | 79,060 | 0 |
Net (gain) loss on sale and retirement of assets | (2) | 19 |
Operating (loss) income | (72,111) | 11,923 |
Operating segments | Advertising | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 74,536 | 74,315 |
Direct operating expenses | 57,719 | 55,028 |
Depreciation and amortization | 3,200 | 3,469 |
Corporate expenses | 0 | 0 |
Stock-based compensation | 52 | 92 |
Transaction costs | 0 | 0 |
Business realignment costs | 0 | 161 |
Impairment of intangible and long-lived assets | 79,060 | |
Net (gain) loss on sale and retirement of assets | 0 | 0 |
Operating (loss) income | (65,495) | 15,565 |
Operating segments | Townsquare Interactive | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 16,527 | 14,208 |
Direct operating expenses | 11,979 | 9,827 |
Depreciation and amortization | 134 | 121 |
Corporate expenses | 0 | 0 |
Stock-based compensation | 24 | 35 |
Transaction costs | 0 | 0 |
Business realignment costs | 0 | 0 |
Impairment of intangible and long-lived assets | 0 | |
Net (gain) loss on sale and retirement of assets | 0 | 0 |
Operating (loss) income | 4,390 | 4,225 |
Operating segments | Live Events | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 2,370 | 5,159 |
Direct operating expenses | 1,852 | 3,913 |
Depreciation and amortization | 135 | 145 |
Corporate expenses | 0 | 0 |
Stock-based compensation | 2 | 23 |
Transaction costs | 0 | 0 |
Business realignment costs | 0 | 0 |
Impairment of intangible and long-lived assets | 0 | |
Net (gain) loss on sale and retirement of assets | 0 | 0 |
Operating (loss) income | 381 | 1,078 |
Corporate and Other Reconciling Items | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 0 | 0 |
Direct operating expenses | 0 | 0 |
Depreciation and amortization | 1,815 | 2,311 |
Corporate expenses | 6,390 | 5,737 |
Stock-based compensation | 446 | 726 |
Transaction costs | 1,027 | 148 |
Business realignment costs | 1,711 | 4 |
Impairment of intangible and long-lived assets | 0 | |
Net (gain) loss on sale and retirement of assets | (2) | 19 |
Operating (loss) income | $ (11,387) | $ (8,945) |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - Affiliated Entity - Strategic Partnership And Services Agreement - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Related Party Transaction [Line Items] | ||
Related party transaction, monthly service fee | $ 15,000 | |
Revenue from related parties | $ 100,000 | $ 100,000 |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) - USD ($) | Jun. 15, 2020 | May 15, 2020 | Mar. 31, 2020 | Jun. 05, 2020 | May 19, 2020 | Mar. 17, 2020 | Mar. 13, 2020 | Apr. 01, 2015 |
Subsequent Event [Line Items] | ||||||||
Dividends (dollars per share) | $ 0.075 | |||||||
Revolving Credit Facility | Five Year Revolving Credit Facility | ||||||||
Subsequent Event [Line Items] | ||||||||
Amount borrowed | $ 35,000,000 | $ 50,000,000 | ||||||
Line of credit facility percentage required | 30.00% | |||||||
Current borrowing capacity, minimum required | $ 15,000,000 | |||||||
Lien leverage ratio required, maximum | 3.75 | |||||||
Maximum borrowing capacity | $ 50,000,000 | |||||||
Term Loan | Seven Year Term Loan Facility | ||||||||
Subsequent Event [Line Items] | ||||||||
Cash paid in excess on outstanding term loans | $ 9,900,000 | |||||||
LIBOR | Revolving Credit Facility | Five Year Revolving Credit Facility | ||||||||
Subsequent Event [Line Items] | ||||||||
Basis spread on variable rate | 2.50% | |||||||
LIBOR | Term Loan | Seven Year Term Loan Facility | ||||||||
Subsequent Event [Line Items] | ||||||||
Basis spread on variable rate | 3.00% | |||||||
Base Rate | Revolving Credit Facility | Five Year Revolving Credit Facility | ||||||||
Subsequent Event [Line Items] | ||||||||
Basis spread on variable rate | 1.50% | |||||||
Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Dividend payment | $ 2,100,000 | |||||||
Subsequent Event | Unsecured Senior Note Due 2023 | ||||||||
Subsequent Event [Line Items] | ||||||||
Debt repurchased amount | $ 4,500,000 | |||||||
Subsequent Event | Revolving Credit Facility | Five Year Revolving Credit Facility | ||||||||
Subsequent Event [Line Items] | ||||||||
Maximum borrowing capacity | $ 50,000,000 | |||||||
Subsequent Event | Term Loan | Seven Year Term Loan Facility | ||||||||
Subsequent Event [Line Items] | ||||||||
Cash paid in excess on outstanding term loans | $ 9,900,000 |
Uncategorized Items - tsq033120
Label | Element | Value |
Restricted Cash | us-gaap_RestrictedCash | $ 880,000 |
Restricted Cash | us-gaap_RestrictedCash | 494,000 |
Dividend Declared [Member] | ||
Dividends Payable | us-gaap_DividendsPayableCurrentAndNoncurrent | 2,098,000 |
Dividends Payable | us-gaap_DividendsPayableCurrentAndNoncurrent | $ 2,095,000 |