Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | May 03, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
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, $0.01 par value per share | |
Trading Symbol | TSQ | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001499832 | |
Current Fiscal Year End Date | --12-31 | |
Class A common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 12,874,211 | |
Class B common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 815,296 | |
Class C common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 3,461,341 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 50,886 | $ 50,505 |
Accounts receivable, net of allowance of $5,643 and $6,743, respectively | 51,008 | 57,647 |
Prepaid expenses and other current assets | 11,389 | 12,086 |
Total current assets | 113,283 | 120,238 |
Property and equipment, net | 105,150 | 106,717 |
Intangible assets, net | 291,468 | 278,265 |
Goodwill | 157,947 | 157,947 |
Investments | 16,959 | 18,217 |
Operating lease right-of-use assets | 42,373 | 42,996 |
Other assets | 3,079 | 1,437 |
Restricted cash | 494 | 494 |
Total assets | 730,753 | 726,311 |
Current liabilities: | ||
Accounts payable | 9,688 | 5,676 |
Deferred revenue | 10,706 | 10,208 |
Accrued compensation and benefits | 7,827 | 14,411 |
Accrued expenses and other current liabilities | 25,732 | 22,512 |
Operating lease liabilities, current | 7,282 | 7,396 |
Accrued interest | 6,301 | 15,754 |
Total current liabilities | 67,536 | 75,957 |
Long-term debt, net of deferred finance costs of $8,061 and $8,479, respectively | 541,939 | 541,521 |
Deferred tax liability | 21,365 | 20,081 |
Operating lease liability, net of current portion | 38,079 | 38,743 |
Other long-term liabilities | 6,184 | 425 |
Total liabilities | 675,103 | 676,727 |
Stockholders’ equity: | ||
Total common stock | 172 | 169 |
Additional paid-in capital | 306,046 | 302,724 |
Accumulated deficit | (254,411) | (256,635) |
Non-controlling interest | 3,843 | 3,326 |
Total stockholders’ equity | 55,650 | 49,584 |
Total liabilities and stockholders’ equity | 730,753 | 726,311 |
Class A common stock | ||
Stockholders’ equity: | ||
Total common stock | 129 | 126 |
Class B common stock | ||
Stockholders’ equity: | ||
Total common stock | 8 | 8 |
Class C common stock | ||
Stockholders’ equity: | ||
Total common stock | $ 35 | $ 35 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Accounts receivable allowance | $ 5,643 | $ 6,743 |
Deferred financing costs | $ 8,061 | $ 8,479 |
Class A common stock | ||
Common par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common shares issued (in shares) | 12,859,532 | 12,573,654 |
Common shares outstanding (in shares) | 12,859,532 | 12,573,654 |
Class B common stock | ||
Common par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common shares issued (in shares) | 815,296 | 815,296 |
Common shares outstanding (in shares) | 815,296 | 815,296 |
Class C common stock | ||
Common par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common shares issued (in shares) | 3,461,341 | 3,461,341 |
Common shares outstanding (in shares) | 3,461,341 | 3,461,341 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Net revenue | $ 100,242 | $ 88,761 |
Operating costs and expenses: | ||
Direct operating expenses, excluding depreciation, amortization, and stock-based compensation | 73,763 | 64,527 |
Depreciation and amortization | 4,765 | 4,729 |
Corporate expenses | 4,409 | 4,134 |
Stock-based compensation | 869 | 1,062 |
Transaction costs | 431 | 4,715 |
Business realignment costs | 21 | 190 |
Impairment of long-lived and intangible assets | 478 | 0 |
Net (gain) loss on sale and retirement of assets | (308) | 593 |
Total operating costs and expenses | 84,428 | 79,950 |
Operating income | 15,814 | 8,811 |
Other expense (income): | ||
Interest expense, net | 10,027 | 10,155 |
Loss on extinguishment and modification of debt | 0 | 5,997 |
Other expense (income), net | 1,588 | (337) |
Income (loss) from operations before tax | 4,199 | (7,004) |
Income tax provision (benefit) | 1,458 | (895) |
Net income (loss) | 2,741 | (6,109) |
Net income (loss) attributable to: | ||
Controlling interests | 2,224 | (6,549) |
Non-controlling interests | $ 517 | $ 440 |
Diluted income (loss) per share | ||
Diluted income (loss) per share (in dollars per share) | $ 0.11 | $ (0.35) |
Weighted average shares outstanding: | ||
Basic (in shares) | 16,796 | 25,425 |
Diluted (in shares) | 19,509 | 18,602 |
Common shares | ||
Basic income (loss) per share: | ||
Attributable to shares (in dollars per share) | $ 0.13 | $ (0.35) |
Weighted average shares outstanding: | ||
Basic (in shares) | 16,796 | 18,602 |
Participating shares | ||
Basic income (loss) per share: | ||
Attributable to shares (in dollars per share) | $ 0 | $ 0 |
Weighted average shares outstanding: | ||
Basic (in shares) | 0 | 6,823 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Non- Controlling Interest | Class A | Class ACommon Stock | Class B | Class BCommon Stock | Class C | Class CCommon Stock | WarrantsWarrants | |
Common shares outstanding, beginning balance (in shares) at Dec. 31, 2020 | 14,436,065 | 2,966,669 | 1,636,341 | ||||||||||
Warrants outstanding, beginning balance (in shares) at Dec. 31, 2020 | 8,977,676 | ||||||||||||
Stockholders' equity, beginning balance at Dec. 31, 2020 | $ 100,755 | $ 191 | $ 369,672 | $ (272,602) | $ 3,494 | ||||||||
Increase (Decrease) in Stockholders' and Members' Equity [Roll Forward] | |||||||||||||
Net (loss) income | (6,109) | (6,549) | 440 | ||||||||||
Conversion of common shares (in shares) | 800,000 | (800,000) | |||||||||||
Repurchase of securities (in shares) | [1] | (1,595,224) | (2,151,373) | (8,814,980) | |||||||||
Repurchase of securities | [1] | (81,950) | (38) | (81,912) | |||||||||
Stock-based compensation | 1,062 | 1,062 | |||||||||||
Common stock issued under exercise of stock options (in shares) | 1,022,283 | ||||||||||||
Common stock issued under exercise of stock options | 7,946 | 10 | 7,936 | ||||||||||
Issuance of restricted stock (in shares) | 11,428 | ||||||||||||
Common shares outstanding, ending balance (in shares) at Mar. 31, 2021 | 14,674,552 | 815,296 | 836,341 | ||||||||||
Warrants outstanding, ending balance (in shares) at Mar. 31, 2021 | 162,696 | ||||||||||||
Stockholders' equity, ending balance at Mar. 31, 2021 | 21,704 | 163 | 296,758 | (279,151) | 3,934 | ||||||||
Common shares outstanding, beginning balance (in shares) at Dec. 31, 2021 | 12,573,654 | 12,573,654 | 815,296 | 815,296 | 3,461,341 | 3,461,341 | |||||||
Stockholders' equity, beginning balance at Dec. 31, 2021 | 49,584 | 169 | 302,724 | (256,635) | 3,326 | ||||||||
Increase (Decrease) in Stockholders' and Members' Equity [Roll Forward] | |||||||||||||
Net (loss) income | 2,741 | 2,224 | 517 | ||||||||||
Stock-based compensation | 869 | 869 | |||||||||||
Common stock issued under exercise of stock options (in shares) | 94,422 | ||||||||||||
Common stock issued under exercise of stock options | 647 | 1 | 646 | ||||||||||
Issuance of restricted stock (in shares) | [2] | 191,456 | |||||||||||
Issuance of restricted stock | [2] | 1,809 | 2 | 1,807 | |||||||||
Common shares outstanding, ending balance (in shares) at Mar. 31, 2022 | 12,859,532 | 12,859,532 | 815,296 | 815,296 | 3,461,341 | 3,461,341 | |||||||
Stockholders' equity, ending balance at Mar. 31, 2022 | $ 55,650 | $ 172 | $ 306,046 | $ (254,411) | $ 3,843 | ||||||||
[1] | On March 9, 2021, the Company repurchased all outstanding securities previously held by certain affiliates of Oaktree Capital Management L.P. (“Oaktree”), including 1,595,224 shares of Class A Common Stock, 2,151,373 shares of Class B Common Stock and 8,814,980 warrants. | ||||||||||||
[2] | Includes 150,000 shares issued in the form of stock awards that vested immediately. |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Parenthetical) - shares | Mar. 09, 2021 | Mar. 31, 2022 |
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 150,000 | |
Warrants | Oaktree | ||
Securities repurchased (in shares) | 8,814,980 | |
Class A | Oaktree | ||
Securities repurchased (in shares) | 1,595,224 | |
Class B | Oaktree | ||
Securities repurchased (in shares) | 2,151,373 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | |||
Cash flows from operating activities: | ||||
Net income (loss) | $ 2,741 | $ (6,109) | ||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||
Content rights acquired | (9,635) | 0 | ||
Amortization of content rights | 803 | 0 | ||
Change in content rights liabilities | 9,635 | 0 | ||
Depreciation and amortization | 4,765 | 4,729 | ||
Amortization of deferred financing costs | 418 | 328 | ||
Non-cash lease income | (155) | (290) | ||
Net deferred taxes and other | 1,284 | (1,016) | ||
Provision for doubtful accounts | (287) | 350 | ||
Stock-based compensation expense | 869 | 1,062 | ||
Loss on extinguishment and modification of debt | 0 | 5,997 | ||
Trade activity, net | (654) | (3,652) | ||
Impairment of long-lived and intangible assets | 478 | 0 | ||
Net (gain) loss on sale and retirement of assets | (308) | 593 | ||
Gain on insurance recoveries | (11) | (225) | ||
Gain on lease settlement | 0 | (233) | ||
Unrealized loss on investment | 1,508 | 0 | ||
Other | 8 | 3 | ||
Changes in assets and liabilities, net of acquisitions: | ||||
Accounts receivable | 7,049 | 12,212 | ||
Prepaid expenses and other assets | 735 | 3,115 | ||
Accounts payable | 2,861 | 6,461 | ||
Accrued expenses | (4,056) | (5,765) | ||
Accrued interest | (9,453) | 2,681 | ||
Other long-term liabilities | (29) | (791) | ||
Net cash provided by operating activities - continuing operations | 8,566 | 19,450 | ||
Net cash used in operating activities - discontinued operations | 0 | (33) | ||
Net cash provided by operating activities | 8,566 | 19,417 | ||
Cash flows from investing activities: | ||||
Payments for acquisitions, net of cash acquired | (1,650) | 0 | ||
Purchase of property and equipment | (2,765) | (1,860) | ||
Purchase of investments | 0 | (128) | ||
Purchase of Bitcoin held as an investment | (4,997) | 0 | ||
Proceeds from insurance recoveries | 11 | 225 | ||
Proceeds from sale of assets | 593 | 316 | ||
Net cash used in investing activities | (8,808) | (1,447) | ||
Cash flows from financing activities: | ||||
Repayment of term loans | 0 | (272,381) | ||
Repurchase of 2023 Notes | 0 | (273,416) | ||
Proceeds from the issuance of 2026 Notes | 0 | 550,000 | ||
Prepayment fee on 2023 Notes | 0 | (4,443) | ||
Deferred financing costs | 0 | (8,133) | ||
Repurchase of Oaktree securities | 0 | (80,394) | ||
Transaction costs related to Oaktree securities repurchase | 0 | (242) | ||
Proceeds from stock options exercised | 647 | 7,946 | ||
Repayments of capitalized obligations | (24) | (18) | ||
Net cash provided by (used) in financing activities | 623 | (81,081) | ||
Cash and cash equivalents and restricted cash: | ||||
Net increase (decrease) in cash, cash equivalents and restricted cash | 381 | (63,111) | ||
Beginning of period | 50,999 | 83,723 | ||
End of period | 51,380 | 20,612 | ||
Cash payments: | ||||
Interest | 18,909 | 7,150 | ||
Income taxes | 48 | 70 | ||
Supplemental Disclosure of Non-cash Activities: | ||||
Investments acquired in exchange for advertising | 250 | [1] | 5,100 | |
Property and equipment acquired in exchange for advertising | [1] | 211 | 912 | |
Accrued capital expenditures | 384 | 283 | ||
Accrued financing fees | 0 | 1,043 | ||
Accrued transaction cost for securities repurchased | 0 | 1,312 | ||
Supplemental Disclosure of Cash Flow Information relating to Leases: | ||||
Cash paid for amounts included in the measurement of operating lease liabilities, included in operating cash flows | 2,546 | 2,773 | ||
Right-of-use assets obtained in exchange for operating lease obligations | 1,177 | 1,067 | ||
Reconciliation of cash, cash equivalents and restricted cash | ||||
Cash and cash equivalents | 50,886 | 20,118 | ||
Restricted cash | 494 | 494 | ||
Cash, cash equivalents, and restricted cash | $ 51,380 | $ 20,612 | ||
[1] | Represents total advertising services provided by the Company in exchange for equity interests and property and equipment acquired during each of the three months ended March 31, 2022 and 2021, respectively. |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Description of the Business Townsquare is a community-focused digital media and digital marketing solutions company with market leading local radio stations, principally focused outside the top 50 markets in the U.S.. Our integrated and diversified products and solutions enable local, regional and national advertisers to target audiences across multiple platforms, including digital, mobile, social, video, streaming, e-commerce, radio and events. Our assets include a subscription digital marketing services business (“Townsquare Interactive”), providing website design, creation and hosting, search engine optimization, social platforms and online reputation management for approximately 27,850 small to medium sized businesses; a robust digital advertising division (“Townsquare Ignite,” or “Ignite”), a powerful combination of a) an owned and operated portfolio of more than 330 local news and entertainment websites and mobile apps along with a network of leading national music and entertainment brands, collecting valuable first party data and b) a proprietary digital programmatic advertising technology stack with an in-house demand and data management platform; and a portfolio of 321 local terrestrial radio stations in 67 U.S. markets strategically situated outside the Top 50 markets in the United States. Our portfolio includes local media brands such as WYRK.com , WJON.com and NJ101.5.com , and premier national music brands such as XXLmag.com , TasteofCountry.com , UltimateClassicRock.com , and Loudwire.com . 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, 2021 (the "2021 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 for the three months ended March 31, 2022, cash flows for the three months ended March 31, 2022, 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, 2022. The Consolidated Balance Sheet as of December 31, 2021 is derived from the audited Consolidated Financial Statements at that date. Segment Reporting The Company’s operations are organized internally by the types of products and services provided. In December of 2021, the Company changed its reporting segments in order to reflect its strategic focus, organizational structure and the information reviewed by its Chief Operating Decision Maker ("CODM") as a digital media and digital marketing solutions company with market leading radio stations, represented by three segments: Subscription Digital Marketing Solutions, which includes the results of the Company’s subscription digital marketing solutions business, Townsquare Interactive; Digital Advertising, which includes digital advertising on its owned and operated digital properties and its digital programmatic advertising platform; and Broadcast Advertising, which includes our local, regional and national advertising products and solutions delivered via terrestrial radio broadcast, and other miscellaneous revenue that is associated with its broadcast advertising platform. The remainder of the Company’s business is reported in the Other category, which includes owned and operated live events. The Company has presented segment information for the three months ended March 31, 2021 in conformity with the current period’s segment information. Reclassification The presentation of non-cash lease (income) expense as a component of adjustments to reconcile net income to net cash flows from operating activities for the three months ended March 31, 2021, has been reclassified to conform with the current period's presentation. The reclassification had no impact on net cash provided by operating activities. 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, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies There have been no significant changes in the Company’s accounting policies since December 31, 2021. For the Company's detailed accounting policies please refer to the Consolidated Financial Statements and related notes thereto included in the Company's 2021 Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on March 16, 2022. Recently Issued Standards That Have Not Yet Been Adopted 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, 2022 | |
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) for the three months ended March 31, 2022 and 2021: Three Months Ended March 31, 2022 Subscription Digital Marketing Solutions Digital Advertising Broadcast Advertising Other Total Net Revenue (ex Political) $ 21,850 $ 29,181 $ 47,714 $ 1,065 $ 99,810 Political — 46 386 — 432 Net Revenue $ 21,850 $ 29,227 $ 48,100 $ 1,065 $ 100,242 Three Months Ended March 31, 2021 Subscription Digital Marketing Solutions Digital Advertising Broadcast Advertising Other Total Net Revenue (ex Political) $ 18,997 $ 25,076 $ 44,242 $ 7 $ 88,322 Political $ — $ — 439 — 439 Net Revenue $ 18,997 $ 25,076 $ 44,681 $ 7 $ 88,761 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 performance of digital marketing solutions, placement of internet-based advertising campaigns, broadcast of commercials on our owned and operated radio stations, 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 digital and broadcast advertising solutions on our owned and operated websites, radio stations’ online streams, and mobile applications, radio stations, and on third party websites through our in-house digital programmatic advertising platform. Through our digital programmatic advertising platform, we are able to hyper-target audiences for our local, regional and national advertisers by combining first and third party audience and geographic location data, providing them the ability to reach a high percentage of their online audience. We deliver these solutions across desktop, mobile, connected TV, email, paid search and social media platforms utilizing display, video and native executions. We also offer subscription digital marketing solutions under the brand name Townsquare Interactive to small and mid-sized local and regional businesses in markets outside the top 50 across the United States, including the markets in which we operate radio stations. Townsquare Interactive includes traditional and mobile-enabled website development and hosting services, e-commerce platforms, search engine and online directory optimization services, online reputation monitoring, social media management, and website retargeting. Political net revenue includes the sale of advertising for political advertisers. Contracted performance obligations under political contracts consist of the broadcast and placement of digital advertisements. Management views political revenue separately based on the episodic nature of election cycles and local issues calendars. Net revenue for digital and broadcast advertisements are recognized as the contractual performance obligations for Townsquare services are satisfied. We measure progress towards the satisfaction of our contractual performance obligations in accordance with the contractual arrangement. We recognize the associated contractual revenue as 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. 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. The following tables provides information about receivables, contract assets and contract liabilities from contracts with customers (in thousands): March 31, 2022 December 31, 2021 Receivables $ 51,008 $ 57,647 Short-term contract liabilities (deferred revenue) $ 10,706 $ 10,208 Contract Acquisition Costs $ 5,843 $ 5,428 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. Our contract liabilities include cash payments received or due in advance of satisfying our performance obligations and digital subscriptions in which payment is received in advance of the service and month. These contract liabilities are recognized as revenue as the related performance obligations are satisfied. As of March 31, 2022, and December 31, 2021, the balance in the contract liabilities was $10.7 million and $10.2 million, respectively. The increase in the contract liabilities balance at March 31, 2022 is primarily driven by cash payments received or due in advance of satisfying our performance obligations, offset by $6.4 million of recognized revenue for the three months ended March 31, 2022. For the three months ended March 31, 2021, we recognized $5.8 million of revenue that was previously included in our deferred revenue balance. No significant changes in the time frame of the satisfaction of contract liabilities have occurred during the three months ended March 31, 2022. Our capitalized contract acquisition costs include amounts related to sales commissions paid for signed contracts with perceived durations exceeding one year. 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. Capitalized contract acquisition costs are recognized in prepaid expenses and other current assets in the accompanying consolidated balance sheets. As of March 31, 2022 and December 31, 2021, we had a balance of $5.8 million and $5.4 million, respectively, in capitalized contract acquisition costs and recognized $1.2 million and $0.9 million of amortization for the three months ended March 31, 2022 and 2021, 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, 2022 and 2021. 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. Performance Obligations |
Acquisitions, Divestitures
Acquisitions, Divestitures | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions, Divestitures | Acquisitions, Divestitures Acquisitions and Divestitures On March 24, 2022, the Company executed an asset purchase agreement to acquire Cherry Creek Broadcasting LLC (“Cherry Creek”) for $18.8 million. Simultaneously, due to FCC ownership limitations, the Company will divest six radio stations in Missoula, MT and place two radio stations in Tri-Cities, WA in a divestiture trust. Following the acquisition and divestitures, the Company will add assets including 35 local radio stations in nine markets, increasing our portfolio of market leading local radio stations to 356 in 74 markets. The acquisition is currently expected to close during the second or third quarters of 2022, pending regulatory approval. |
Property and Equipment, net
Property and Equipment, net | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net Property and equipment, net consisted of the following (in thousands): March 31, 2022 December 31, 2021 Land and improvements $ 20,429 $ 20,558 Buildings and leasehold improvements 55,393 55,192 Broadcast equipment 96,971 95,962 Computer and office equipment 22,153 21,819 Furniture and fixtures 22,200 22,130 Transportation equipment 20,442 20,427 Software development costs 35,930 34,776 Total property and equipment, gross 273,518 270,864 Less accumulated depreciation and amortization (168,368) (164,147) Total property and equipment, net $ 105,150 $ 106,717 Depreciation and amortization expense for property and equipment was $4.5 million and $4.4 million for the three months ended March 31, 2022 and 2021, respectively. During the three months ended March 31, 2022 the Company sold land in Bismarck, ND, recognizing a $0.3 million gain on sale. During the three months ended March 31, 2021 the Company sold a portion of land in Portsmouth, NH, recognizing a $0.6 million net loss on sale. The Company had no material right of use assets related to its finance leases as of March 31, 2022 and December 31, 2021. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Indefinite-lived intangible assets Indefinite-lived assets consist of FCC broadcast licenses, goodwill, and digital assets related to our investment in Bitcoin. FCC Broadcast Licenses 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. The Company evaluates its FCC licenses for impairment annually or more frequently if events or changes in circumstances indicate that the assets might be impaired. Due to changes in forecasted traditional broadcast revenue in the markets in which we operate in, the Company quantitatively evaluated the fair value of its FCC licenses at March 31, 2022. The key assumptions used in applying the direct valuation method as of March 31, 2022 are summarized as follows: March 31, 2022 Discount Rate 10.2% Long-term Revenue Growth Rate 0.0% Low High Mature Market Share* 19.3% 94.7% Operating Profit Margin 20.0% 47.0% * Market share assumption used when reliable third-party data is available. Otherwise, Company results and forecasts are utilized. Unfavorable changes in key assumptions utilized in the impairment assessment of our FCC licenses may affect future testing results. For example, keeping all other assumptions constant, a 100-basis point increase in the weighted average cost of capital as of the date of our last quantitative assessment would cause the estimated fair values of our FCC licenses to decrease by $72.8 million, which would have resulted in an impairment charge of $5.7 million. Assumptions used to estimate the fair value of our FCC licenses are also dependent upon the expected performance and growth of our traditional broadcast operations. In the event our broadcast revenue experiences actual or anticipated declines, such declines will have a negative impact on the estimated fair value of our FCC licenses, and the Company could recognize additional impairment charges, which could be material. Goodwill For goodwill impairment testing, the Company has selected December 31 st as the annual testing date. I n addition to the annual impairment test, the Company regularly assesses whether a triggering event has occurred, which would require interim impairment testing. As of December 31, 2021, the fair values of our National Digital, Townsquare Ignite, Analytical Services, Townsquare Interactive and Live Events reporting units were in excess of their respective carrying values by approximately 703%, 164%, 281%, 497% and 117%, respectively. The local advertising businesses reporting unit had no goodwill as of December 31, 2021. The Company considered whether any events have occurred or circumstances have changed from the last quantitative analysis performed as of December 31, 2021 that would indicate that the fair value of the Company's reporting units may be below their carrying amounts. Based on such analysis, the Company determined that there have been no indicators that the fair value of its reporting units may be below their carrying amounts as of March 31, 2022. There were no changes in the carrying value of the Company's goodwill during the three months ended March 31, 2022. The following table represents goodwill by segment (in thousands): Subscription Digital Marketing Solutions Digital Advertising Broadcast Advertising Other Total Balance at March 31, 2022 $ 77,000 $ 76,964 $ — $ 3,983 $ 157,947 Digital Assets During the quarter ended March 31, 2022, the Company invested an aggregate of $5.0 million in Bitcoin. Digital assets are accounted for as indefinite-lived intangible assets in accordance with ASC 350, Intangibles - Goodwill and Other, included as a component of intangible assets, net on the Consolidated Balance Sheet. We have ownership of and control over our digital assets and we use third-party custodial services to secure it. Any decrease in the digital assets fair values below our carrying values at any time subsequent to acquisition requires the Company to recognize impairment charges. No upward revisions for any market price increases are recognized until a sale of the digital assets occurs. The fair value of the digital assets was based upon quoted prices (unadjusted) on the active exchange that the Company determined was the principal market for our digital assets, Level 1 measurements under the fair value measurement hierarchy established under Fair Value Measurement (Topic 820). The Company performed an analysis to identify whether events or changes in circumstances, principally decreases in the quoted prices on the active exchange, indicated that it was more likely than not that our digital assets were impaired. In determining if an impairment had occurred, the Company considered the lowest market price of one unit of digital asset quoted on the active exchange since the date the Company acquired the digital assets. Any observed declines in the market values of our digital assets below their current carrying values results in an impairment loss equal to the difference between the digital assets carrying values and the lowest observed market price, even if the overall market values of these assets subsequently increase. During the quarter ended March 31, 2022, the Company recorded a total of $0.4 million in impairment losses resulting from changes in the fair value of the Company's digital assets observed during the period. As of March 31, 2022, the carrying value of the Company's digital assets is $4.6 million. The Company views its investment in Bitcoin as liquid due to the ability to readily convert the investment to cash through sale on an active exchange. Had the Company sold its investment in Bitcoin on March 31, 2022, it would have sold its investment for approximately $6.2 million. Definite-lived intangible assets The Company’s definite-lived intangible assets were acquired primarily in various acquisitions as well as in connection with the acquisition of software and music licenses. Content Rights The Company enters into multi-year content licensing agreements pursuant to which the Company is required to make payments over the term of the license agreement. These licensing agreements are accounted for as a license of program material in accordance with ASC 920-350, Broadcasters - Intangibles - Goodwill and Other. The Company capitalizes the content licenses and records a related liability at fair value, which includes a discount, on the effective date of the respective license agreement. Amortization of capitalized content licenses is included as a component of direct operating expenses in the Consolidated Statement of Operations. The difference between the gross and net liability is amortized over the term of the license agreements and reflected as a component of interest expense. The Company entered into an additional multi-year content license agreement which commenced on April 1, 2022. The following tables present details of our intangible assets as of March 31, 2022 and December 31, 2021, respectively (in thousands): March 31, 2022 Weighted Average Useful Life (in Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible Assets: FCC licenses Indefinite $ 275,321 $ — $ 275,321 Digital assets Indefinite 4,646 — 4,646 Content rights and other intangible assets 1 - 10 21,165 (9,664) 11,501 Total $ 301,132 $ (9,664) $ 291,468 December 31, 2021 Weighted Average Useful Life (in Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible Assets: FCC licenses Indefinite $ 275,321 $ — $ 275,321 Other intangible assets 2 - 10 11,530 (8,586) 2,944 Total $ 286,851 $ (8,586) $ 278,265 Amortization for definite-lived intangible assets was $1.1 million and $0.3 million for the three months ended March 31, 2022 and 2021, respectively. Estimated future amortization expense for each of the five succeeding fiscal years and thereafter as of March 31, 2022 is as follows (in thousands): 2022 (remainder) $ 3,234 2023 4,048 2024 3,380 2025 168 2026 168 Thereafter 503 $ 11,501 |
Investments
Investments | 3 Months Ended |
Mar. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments Long-term 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 was 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. In accordance with ASC 321, Investments - Equity Securities, the Company measures its equity securities at cost minus impairment, as their fair values are not readily determinable and the investments do not qualify for the net asset value per share practical expedient. The Company monitors its investments for any subsequent observable price changes in orderly transactions for the identical or a similar investment of the same investee, at which time the Company would adjust the then current carrying values of the related investment. Additionally, the Company evaluates its investments for any indicators of impairment. Equity securities measured at cost minus impairment During the three months ended March 31, 2022, the Company acquired an additional $0.3 million interest in an existing investee. There were no impairment charges recorded for the three months ended March 31, 2022 and 2021, respectively. Equity securities measured at fair value On July 2, 2021, one of the Company's investees completed its registration with the SEC and became a publicly traded company. Based on the market price of the investee's common stock as of March 31, 2022, the fair value of the Company's investment in the common stock of the investee was approximately $1.8 million resulting in a total unrealized loss of $1.5 million during the three months ended March 31, 2022, included as a component of other expense (income). The fair value of the investee's common stock as of March 31, 2022, was based upon quoted prices (unadjusted) in active markets for identical equity securities, Level 1 measurements under the fair value measurement hierarchy established under Fair Value Measurement (Topic 820). |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Total debt outstanding is summarized as follows (in thousands): March 31, December 31, 2026 Notes $ 550,000 $ 550,000 Deferred financing costs (8,061) (8,479) Total long-term debt $ 541,939 $ 541,521 On January 6, 2021, the Company completed the private offering and sale of $550.0 million aggregate principal amount of 6.875% senior secured notes due 2026 (the “2026 Notes”) at an issue price of 100.0%. The Company’s obligations under the 2026 Notes are guaranteed by substantially all of its subsidiaries and assets. The Company may redeem the 2026 Notes in whole or in part, at its option, at a redemption price equal to 100% of the principal amount, subject to the following redemption prices, plus accrued and unpaid interest, if any to, but excluding, the redemption date: Period Price Prior to February 1, 2023 at an applicable make-whole premium Beginning February 1, 2023 103.438 % Beginning February 1, 2024 101.719 % Beginning February 1, 2025 and thereafter 100.000 % At any time prior to February 1, 2023, the Company may redeem up to 40% of the aggregate principal amount of the 2026 Notes with the net cash proceeds of one or more equity offerings, at a price equal to 106.875% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. Change of Control If the Company experiences certain change of control events, holders of the 2026 Notes may require the Company to repurchase all or part of their 2026 Notes at 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date. Certain Covenants The 2026 Notes indenture contains restrictive covenants that limit the ability of the Company and its restricted subsidiaries to, among other things: • incur additional indebtedness; • declare or pay dividends, redeem stock or make other distributions to stockholders; • make investments; create liens or use assets as security in other transactions; • merge or consolidate, or sell, transfer, lease or dispose of substantially all of our assets; • enter into transactions with affiliates; • sell or transfer certain assets; and • agree to certain restrictions on the ability of restricted subsidiaries to make payments to the Company. Certain of these covenants will be suspended if the 2026 Notes are assigned an investment grade rating by Standard & Poor’s Investors Ratings Services, Moody’s Investors Service, Inc. or Fitch Ratings, Inc. and no event of default has occurred and is continuing. The Company was in compliance with its covenants under the 2026 Notes indenture as of March 31, 2022. As of March 31, 2022, based on available market information, the estimated fair value of the 2026 Notes was $560.3 million. 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, 2022 are as follows (in thousands): 2022 (remainder) $ — 2023 — 2024 — 2025 — 2026 550,000 $ 550,000 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company's effective tax rate for the three months ended March 31, 2022 and 2021 was approximately 34.7% and 12.8%, respectively. The increase in the effective tax rate for the three months ended March 31, 2022 is primarily driven by discrete items for the period, including unrealized losses on investments in equity securities. 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. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 3 Months Ended |
Mar. 31, 2022 | |
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 following table sets forth the computations of basic and diluted net income (loss) per share for the three months ended March 31, 2022 and 2021 (in thousands, except per share data): Three Months Ended March 31, 2022 2021 Numerator: Net income (loss) $ 2,741 $ (6,109) Net income from non-controlling interest 517 440 Net income (loss) attributable to controlling interest $ 2,224 $ (6,549) Denominator: Weighted average shares of common stock outstanding 16,796 18,602 Weighted average shares of participating securities outstanding — 6,823 Total weighted average basic shares outstanding 16,796 25,425 Effect of dilutive common stock equivalents 2,713 — Weighted average diluted common shares outstanding 19,509 18,602 Basic income (loss) per share: Attributable to common shares $ 0.13 $ (0.35) Attributable to participating shares (1) $ — $ — Diluted income (loss) per share $ 0.11 $ (0.35) (1) On March 9, 2021, the Company repurchased 8,814,980 warrants outstanding from Oaktree On August 16, 2021, a warrant holder exercised 152,074 warrants, and on December 14, 2021, a warrant holder exercised 10,622 warrants, each as more fully discussed in Note 11, Stockholders' Equity, included in the Company's 2021 Annual Report on Form 10-K. For the three months ended March 31, 2022, there were no warrants outstanding. Income (loss) attributable to participating shares and diluted income (loss) per share for 2021 was calculated utilizing the weighted-average method, as applicable. The Company had the following dilutive securities that were not included in the computation of diluted net income (loss) per share as they were considered anti-dilutive (in thousands): Three Months Ended March 31, 2022 2021 Stock options 45 9,847 Restricted Stock — 311 Warrants — 6,823 Shares expected to be issued under the 2021 Employee Stock Purchase Plan 78 — |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting Operating segments are organized internally by type of products and services provided. Based on the information reviewed by the Company's CEO in his capacity as CODM, the Company has identified three segments: Subscription Digital Marketing Solutions, Digital Advertising and Broadcast Advertising. The remainder of our business is reported in the Other category. The Company operates in one geographic area. The Company's assets and liabilities are managed within markets outside the top 50 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 Broadcast Advertising segment. For further information see Note 6, Goodwill and Other Intangible Assets, Net . 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 tables present the Company's reportable segment results for the three months ended March 31, 2022 (in thousands): Subscription Digital Marketing Solutions Digital Advertising Broadcast Advertising Other Corporate and Other Reconciling Items Total Net revenue $ 21,850 $ 29,227 $ 48,100 $ 1,065 $ — $ 100,242 Direct operating expenses, excluding depreciation, amortization and stock-based compensation 15,476 21,011 36,438 838 — 73,763 Depreciation and amortization 277 65 3,145 38 1,240 4,765 Corporate expenses — — — — 4,409 4,409 Stock-based compensation 132 15 87 3 632 869 Transaction costs — — — — 431 431 Business realignment costs — — — 6 15 21 Impairment of long-lived and intangible assets — — 7 120 351 478 Net gain on sale and retirement of assets — — (272) — (36) (308) Operating income (loss) $ 5,965 $ 8,136 $ 8,695 $ 60 $ (7,042) $ 15,814 The following table presents the Company's reportable segment results for the three months ended March 31, 2021 (in thousands): Subscription Digital Marketing Solutions Digital Advertising Broadcast Advertising Other Corporate and Other Reconciling Items Total Net revenue $ 18,997 $ 25,076 $ 44,681 $ 7 $ — $ 88,761 Direct operating expenses, excluding depreciation, amortization and stock-based compensation 13,065 17,814 33,581 67 — 64,527 Depreciation and amortization 416 224 3,270 45 774 4,729 Corporate expenses — — — — 4,134 4,134 Stock-based compensation 155 21 127 6 753 1,062 Transaction costs — — — — 4,715 4,715 Business realignment cost — — — 14 176 190 Net loss on sale and retirement of assets — — — — 593 593 Operating income (loss) $ 5,361 $ 7,017 $ 7,703 $ (125) $ (11,145) $ 8,811 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsOn April 29, 2022, the Company voluntarily repurchased $9.3 million of its 2026 Notes at par plus accrued interest. The repurchased notes were canceled by the Company. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
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, 2021 (the "2021 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 for the three months ended March 31, 2022, cash flows for the three months ended March 31, 2022, 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, 2022. The Consolidated Balance Sheet as of December 31, 2021 is derived from the audited Consolidated Financial Statements at that date. Segment Reporting The Company’s operations are organized internally by the types of products and services provided. In December of 2021, the Company changed its reporting segments in order to reflect its strategic focus, organizational structure and the information reviewed by its Chief Operating Decision Maker ("CODM") as a digital media and digital marketing solutions company with market leading radio stations, represented by three segments: Subscription Digital Marketing Solutions, which includes the results of the Company’s subscription digital marketing solutions business, Townsquare Interactive; Digital Advertising, which includes digital advertising on its owned and operated digital properties and its digital programmatic advertising platform; and Broadcast Advertising, which includes our local, regional and national advertising products and solutions delivered via terrestrial radio broadcast, and other miscellaneous revenue that is associated with its broadcast advertising platform. The remainder of the Company’s business is reported in the Other category, which includes owned and operated live events. The Company has presented segment information for the three months ended March 31, 2021 in conformity with the current period’s segment information. Reclassification The presentation of non-cash lease (income) expense as a component of adjustments to reconcile net income to net cash flows from operating activities for the three months ended March 31, 2021, has been reclassified to conform with the current period's presentation. The reclassification had no impact on net cash provided by operating activities. |
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 Issued Standards That Have Not Yet Been Adopted | Recently Issued Standards That Have Not Yet Been Adopted 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 | The primary sources of net revenue are the sale of digital and broadcast advertising solutions on our owned and operated websites, radio stations’ online streams, and mobile applications, radio stations, and on third party websites through our in-house digital programmatic advertising platform. Through our digital programmatic advertising platform, we are able to hyper-target audiences for our local, regional and national advertisers by combining first and third party audience and geographic location data, providing them the ability to reach a high percentage of their online audience. We deliver these solutions across desktop, mobile, connected TV, email, paid search and social media platforms utilizing display, video and native executions. We also offer subscription digital marketing solutions under the brand name Townsquare Interactive to small and mid-sized local and regional businesses in markets outside the top 50 across the United States, including the markets in which we operate radio stations. Townsquare Interactive includes traditional and mobile-enabled website development and hosting services, e-commerce platforms, search engine and online directory optimization services, online reputation monitoring, social media management, and website retargeting. Political net revenue includes the sale of advertising for political advertisers. Contracted performance obligations under political contracts consist of the broadcast and placement of digital advertisements. Management views political revenue separately based on the episodic nature of election cycles and local issues calendars. Net revenue for digital and broadcast advertisements are recognized as the contractual performance obligations for Townsquare services are satisfied. We measure progress towards the satisfaction of our contractual performance obligations in accordance with the contractual arrangement. We recognize the associated contractual revenue as 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. 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. 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. Performance Obligations |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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) for the three months ended March 31, 2022 and 2021: Three Months Ended March 31, 2022 Subscription Digital Marketing Solutions Digital Advertising Broadcast Advertising Other Total Net Revenue (ex Political) $ 21,850 $ 29,181 $ 47,714 $ 1,065 $ 99,810 Political — 46 386 — 432 Net Revenue $ 21,850 $ 29,227 $ 48,100 $ 1,065 $ 100,242 Three Months Ended March 31, 2021 Subscription Digital Marketing Solutions Digital Advertising Broadcast Advertising Other Total Net Revenue (ex Political) $ 18,997 $ 25,076 $ 44,242 $ 7 $ 88,322 Political $ — $ — 439 — 439 Net Revenue $ 18,997 $ 25,076 $ 44,681 $ 7 $ 88,761 |
Schedule of Receivables, Contract Assets and Contract Liabilities from Contracts with Customers | The following tables provides information about receivables, contract assets and contract liabilities from contracts with customers (in thousands): March 31, 2022 December 31, 2021 Receivables $ 51,008 $ 57,647 Short-term contract liabilities (deferred revenue) $ 10,706 $ 10,208 Contract Acquisition Costs $ 5,843 $ 5,428 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net consisted of the following (in thousands): March 31, 2022 December 31, 2021 Land and improvements $ 20,429 $ 20,558 Buildings and leasehold improvements 55,393 55,192 Broadcast equipment 96,971 95,962 Computer and office equipment 22,153 21,819 Furniture and fixtures 22,200 22,130 Transportation equipment 20,442 20,427 Software development costs 35,930 34,776 Total property and equipment, gross 273,518 270,864 Less accumulated depreciation and amortization (168,368) (164,147) Total property and equipment, net $ 105,150 $ 106,717 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Assumptions Used in Annual Impairment Assessments | The key assumptions used in applying the direct valuation method as of March 31, 2022 are summarized as follows: March 31, 2022 Discount Rate 10.2% Long-term Revenue Growth Rate 0.0% Low High Mature Market Share* 19.3% 94.7% Operating Profit Margin 20.0% 47.0% * Market share assumption used when reliable third-party data is available. Otherwise, Company results and forecasts are utilized. |
Schedule of Goodwill | The following table represents goodwill by segment (in thousands): Subscription Digital Marketing Solutions Digital Advertising Broadcast Advertising Other Total Balance at March 31, 2022 $ 77,000 $ 76,964 $ — $ 3,983 $ 157,947 |
Schedule of Finite-Lived Intangible Assets | The following tables present details of our intangible assets as of March 31, 2022 and December 31, 2021, respectively (in thousands): March 31, 2022 Weighted Average Useful Life (in Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible Assets: FCC licenses Indefinite $ 275,321 $ — $ 275,321 Digital assets Indefinite 4,646 — 4,646 Content rights and other intangible assets 1 - 10 21,165 (9,664) 11,501 Total $ 301,132 $ (9,664) $ 291,468 December 31, 2021 Weighted Average Useful Life (in Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible Assets: FCC licenses Indefinite $ 275,321 $ — $ 275,321 Other intangible assets 2 - 10 11,530 (8,586) 2,944 Total $ 286,851 $ (8,586) $ 278,265 |
Schedule of Indefinite-Lived Intangible Assets | The following tables present details of our intangible assets as of March 31, 2022 and December 31, 2021, respectively (in thousands): March 31, 2022 Weighted Average Useful Life (in Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible Assets: FCC licenses Indefinite $ 275,321 $ — $ 275,321 Digital assets Indefinite 4,646 — 4,646 Content rights and other intangible assets 1 - 10 21,165 (9,664) 11,501 Total $ 301,132 $ (9,664) $ 291,468 December 31, 2021 Weighted Average Useful Life (in Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible Assets: FCC licenses Indefinite $ 275,321 $ — $ 275,321 Other intangible assets 2 - 10 11,530 (8,586) 2,944 Total $ 286,851 $ (8,586) $ 278,265 |
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, 2022 is as follows (in thousands): 2022 (remainder) $ 3,234 2023 4,048 2024 3,380 2025 168 2026 168 Thereafter 503 $ 11,501 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Total debt outstanding is summarized as follows (in thousands): March 31, December 31, 2026 Notes $ 550,000 $ 550,000 Deferred financing costs (8,061) (8,479) Total long-term debt $ 541,939 $ 541,521 |
Schedule of Debt Instrument Redemption | The Company may redeem the 2026 Notes in whole or in part, at its option, at a redemption price equal to 100% of the principal amount, subject to the following redemption prices, plus accrued and unpaid interest, if any to, but excluding, the redemption date: Period Price Prior to February 1, 2023 at an applicable make-whole premium Beginning February 1, 2023 103.438 % Beginning February 1, 2024 101.719 % Beginning February 1, 2025 and thereafter 100.000 % |
Schedule of Annual Maturities of Long-term Debt | Annual maturities of the Company's long-term debt as of March 31, 2022 are as follows (in thousands): 2022 (remainder) $ — 2023 — 2024 — 2025 — 2026 550,000 $ 550,000 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings (Loss) Per Share, Basic and Diluted | The following table sets forth the computations of basic and diluted net income (loss) per share for the three months ended March 31, 2022 and 2021 (in thousands, except per share data): Three Months Ended March 31, 2022 2021 Numerator: Net income (loss) $ 2,741 $ (6,109) Net income from non-controlling interest 517 440 Net income (loss) attributable to controlling interest $ 2,224 $ (6,549) Denominator: Weighted average shares of common stock outstanding 16,796 18,602 Weighted average shares of participating securities outstanding — 6,823 Total weighted average basic shares outstanding 16,796 25,425 Effect of dilutive common stock equivalents 2,713 — Weighted average diluted common shares outstanding 19,509 18,602 Basic income (loss) per share: Attributable to common shares $ 0.13 $ (0.35) Attributable to participating shares (1) $ — $ — Diluted income (loss) per share $ 0.11 $ (0.35) (1) On March 9, 2021, the Company repurchased 8,814,980 warrants outstanding from Oaktree On August 16, 2021, a warrant holder exercised 152,074 warrants, and on December 14, 2021, a warrant holder exercised 10,622 warrants, each as more fully discussed in Note 11, Stockholders' Equity, included in the Company's 2021 Annual Report on Form 10-K. For the three months ended March 31, 2022, there were no warrants outstanding. Income (loss) attributable to participating shares and diluted income (loss) per share for 2021 was calculated utilizing the weighted-average method, as applicable. The Company had the following dilutive securities that were not included in the computation of diluted net income (loss) per share as they were considered anti-dilutive (in thousands): Three Months Ended March 31, 2022 2021 Stock options 45 9,847 Restricted Stock — 311 Warrants — 6,823 Shares expected to be issued under the 2021 Employee Stock Purchase Plan 78 — |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following tables present the Company's reportable segment results for the three months ended March 31, 2022 (in thousands): Subscription Digital Marketing Solutions Digital Advertising Broadcast Advertising Other Corporate and Other Reconciling Items Total Net revenue $ 21,850 $ 29,227 $ 48,100 $ 1,065 $ — $ 100,242 Direct operating expenses, excluding depreciation, amortization and stock-based compensation 15,476 21,011 36,438 838 — 73,763 Depreciation and amortization 277 65 3,145 38 1,240 4,765 Corporate expenses — — — — 4,409 4,409 Stock-based compensation 132 15 87 3 632 869 Transaction costs — — — — 431 431 Business realignment costs — — — 6 15 21 Impairment of long-lived and intangible assets — — 7 120 351 478 Net gain on sale and retirement of assets — — (272) — (36) (308) Operating income (loss) $ 5,965 $ 8,136 $ 8,695 $ 60 $ (7,042) $ 15,814 The following table presents the Company's reportable segment results for the three months ended March 31, 2021 (in thousands): Subscription Digital Marketing Solutions Digital Advertising Broadcast Advertising Other Corporate and Other Reconciling Items Total Net revenue $ 18,997 $ 25,076 $ 44,681 $ 7 $ — $ 88,761 Direct operating expenses, excluding depreciation, amortization and stock-based compensation 13,065 17,814 33,581 67 — 64,527 Depreciation and amortization 416 224 3,270 45 774 4,729 Corporate expenses — — — — 4,134 4,134 Stock-based compensation 155 21 127 6 753 1,062 Transaction costs — — — — 4,715 4,715 Business realignment cost — — — 14 176 190 Net loss on sale and retirement of assets — — — — 593 593 Operating income (loss) $ 5,361 $ 7,017 $ 7,703 $ (125) $ (11,145) $ 8,811 |
Organization and Basis of Pre_2
Organization and Basis of Presentation - Nature of Business (Details) | 3 Months Ended |
Mar. 31, 2022radio_stationmarketwebsitesegmentbusiness | |
Organization and Basis of Presentation [Line Items] | |
Number of small and medium sized markets in which entity operates | business | 27,850 |
Number of local websites (more than) | website | 330 |
Number of radio stations | radio_station | 321 |
Number of operating segments | segment | 3 |
United States | |
Organization and Basis of Presentation [Line Items] | |
Number of local markets | market | 67 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Net revenue | $ 100,242 | $ 88,761 |
Subscription Digital Marketing Solutions | ||
Disaggregation of Revenue [Line Items] | ||
Net revenue | 21,850 | 18,997 |
Digital Advertising | ||
Disaggregation of Revenue [Line Items] | ||
Net revenue | 29,227 | 25,076 |
Broadcast Advertising | ||
Disaggregation of Revenue [Line Items] | ||
Net revenue | 48,100 | 44,681 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Net revenue | 1,065 | 7 |
Net Revenue (ex Political) | ||
Disaggregation of Revenue [Line Items] | ||
Net revenue | 99,810 | 88,322 |
Net Revenue (ex Political) | Subscription Digital Marketing Solutions | ||
Disaggregation of Revenue [Line Items] | ||
Net revenue | 21,850 | 18,997 |
Net Revenue (ex Political) | Digital Advertising | ||
Disaggregation of Revenue [Line Items] | ||
Net revenue | 29,181 | 25,076 |
Net Revenue (ex Political) | Broadcast Advertising | ||
Disaggregation of Revenue [Line Items] | ||
Net revenue | 47,714 | 44,242 |
Net Revenue (ex Political) | Other | ||
Disaggregation of Revenue [Line Items] | ||
Net revenue | 1,065 | 7 |
Political | ||
Disaggregation of Revenue [Line Items] | ||
Net revenue | 432 | 439 |
Political | Subscription Digital Marketing Solutions | ||
Disaggregation of Revenue [Line Items] | ||
Net revenue | 0 | 0 |
Political | Digital Advertising | ||
Disaggregation of Revenue [Line Items] | ||
Net revenue | 46 | 0 |
Political | Broadcast Advertising | ||
Disaggregation of Revenue [Line Items] | ||
Net revenue | 386 | 439 |
Political | Other | ||
Disaggregation of Revenue [Line Items] | ||
Net revenue | $ 0 | $ 0 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Short-term contract liabilities (deferred revenue) | $ 10,706,000 | $ 10,208,000 | |
Revenue recognized | 6,400,000 | $ 5,800,000 | |
Deferred costs | 5,843,000 | $ 5,428,000 | |
Recognized amortization | 1,200,000 | 900,000 | |
Impairment loss | $ 0 | $ 0 | |
Minimum | |||
Disaggregation of Revenue [Line Items] | |||
Payment terms (in days) | 30 days | ||
Minimum | Short-term contracts | |||
Disaggregation of Revenue [Line Items] | |||
Payment terms for local advertising contracts (in days) | 30 days | ||
Payment terms for national agency advertising contracts (in days) | 60 days | ||
Maximum | |||
Disaggregation of Revenue [Line Items] | |||
Payment terms (in days) | 60 days | ||
Maximum | Short-term contracts | |||
Disaggregation of Revenue [Line Items] | |||
Payment terms for local advertising contracts (in days) | 60 days | ||
Payment terms for national agency advertising contracts (in days) | 90 days |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Receivables, Contract Assets and Contract Liabilities from Contracts (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Receivables | $ 51,008 | $ 57,647 |
Short-term contract liabilities (deferred revenue) | 10,706 | 10,208 |
Contract Acquisition Costs | $ 5,843 | $ 5,428 |
Acquisitions, Divestitures - Na
Acquisitions, Divestitures - Narrative (Details) $ in Millions | Mar. 24, 2022USD ($)marketradio_station |
Asset Acquisition, Contingent Consideration [Line Items] | |
Radio stations acquired | 35 |
Number of markets in which radio station acquired | market | 9 |
Number of radio station, after acquired and disposal | 356 |
Number of market occupied after acquired and disposal | market | 74 |
FCC Broadcast | Disposal Group, Disposed of by Sale, Not Discontinued Operations | MONTANA | |
Asset Acquisition, Contingent Consideration [Line Items] | |
Number of radio station disposal | 6 |
FCC Broadcast | Disposal Group, Disposed of by Sale, Not Discontinued Operations | WASHINGTON | |
Asset Acquisition, Contingent Consideration [Line Items] | |
Number of radio station disposal | 2 |
Cherry Creek Broadcasting LLC | |
Asset Acquisition, Contingent Consideration [Line Items] | |
Asset acquisition consideration transferred | $ | $ 18.8 |
Property and Equipment, net - S
Property and Equipment, net - Schedule of Physical Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 273,518 | $ 270,864 |
Less accumulated depreciation and amortization | (168,368) | (164,147) |
Total property and equipment, net | 105,150 | 106,717 |
Land and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 20,429 | 20,558 |
Buildings and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 55,393 | 55,192 |
Broadcast equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 96,971 | 95,962 |
Computer and office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 22,153 | 21,819 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 22,200 | 22,130 |
Transportation equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | 20,442 | 20,427 |
Software development costs | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 35,930 | $ 34,776 |
Property and Equipment, net - N
Property and Equipment, net - Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization expense | $ 4,500,000 | $ 4,400,000 | |
Gain (loss) on sale of asset | 308,000 | (593,000) | |
Finance lease, right-of-use asset | 0 | $ 0 | |
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Bismarck, ND Land | |||
Property, Plant and Equipment [Line Items] | |||
Gain (loss) on sale of asset | $ 300,000 | ||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Portsmouth, NH, Land | |||
Property, Plant and Equipment [Line Items] | |||
Gain (loss) on sale of asset | $ (600,000) |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Indefinite-lived Intangible Assets [Line Items] | |||
Point increase weighted average cost | 1.00% | ||
Goodwill | $ 157,947,000 | $ 157,947,000 | |
Payments to acquire marketable securities | 4,997,000 | $ 0 | |
Amortization of intangible assets | $ 1,100,000 | $ 300,000 | |
FCC licenses | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Maximum FCC license renewal period | 8 years | ||
Decrease in intangible assets | $ 72,800,000 | ||
Forecasted impairment charge | 5,700,000 | ||
Digital assets | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Payments to acquire marketable securities | 5,000,000 | ||
Marketable securities impairment loss | 400,000 | ||
Marketable securities | 4,600,000 | ||
Marketable security, market price | $ 6,200,000 | ||
National Digital | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Fair value in excess of carrying amount percentage | 703.00% | ||
Townsquare Ignite | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Fair value in excess of carrying amount percentage | 164.00% | ||
Analytical Services | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Fair value in excess of carrying amount percentage | 281.00% | ||
Broadcast Advertising | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Fair value in excess of carrying amount percentage | 497.00% | ||
Other | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Fair value in excess of carrying amount percentage | 117.00% | ||
Local Advertising Businesses | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Goodwill | $ 0 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Schedule of Assumptions Used in Annual Impairment Assessments (Details) | Mar. 31, 2022 |
Discount Rate | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, measurement input | 0.102 |
Long-term Revenue Growth Rate | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, measurement input | 0 |
Mature Market Share | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, measurement input | 0.193 |
Mature Market Share | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, measurement input | 0.947 |
Operating Profit Margin | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, measurement input | 0.200 |
Operating Profit Margin | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets, measurement input | 0.470 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Goodwill [Line Items] | ||
Goodwill | $ 157,947 | $ 157,947 |
Subscription Digital Marketing Solutions | ||
Goodwill [Line Items] | ||
Goodwill | 77,000 | |
Digital Advertising | ||
Goodwill [Line Items] | ||
Goodwill | 76,964 | |
Broadcast Advertising | ||
Goodwill [Line Items] | ||
Goodwill | 0 | |
Other | ||
Goodwill [Line Items] | ||
Goodwill | $ 3,983 |
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, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ (9,664) | $ (8,586) |
Net Carrying Amount | 11,501 | |
Intangible assets, Gross carrying amount total | 301,132 | 286,851 |
Intangible assets, Net carrying amount total | 291,468 | 278,265 |
FCC licenses | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite intangible asset | 275,321 | 275,321 |
Digital assets | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite intangible asset | 4,646 | |
Content rights and other intangible assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 21,165 | |
Accumulated Amortization | (9,664) | |
Net Carrying Amount | $ 11,501 | |
Content rights and other intangible assets | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life (in Years) | 1 year | |
Content rights and other intangible assets | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life (in Years) | 10 years | |
Other intangible assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 11,530 | |
Accumulated Amortization | (8,586) | |
Net Carrying Amount | $ 2,944 | |
Other intangible assets | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life (in Years) | 2 years | |
Other intangible assets | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life (in Years) | 10 years |
Goodwill and Other Intangible_7
Goodwill and Other Intangible Assets - Schedule of Finite-Lived Intangible Assets, Future Amortization (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 (remainder) | $ 3,234 |
2023 | 4,048 |
2024 | 3,380 |
2025 | 168 |
2026 | 168 |
Thereafter | 503 |
Net Carrying Amount | $ 11,501 |
Investments - Narrative (Detail
Investments - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | ||
Investments | $ 300,000 | |
Impairment on investments | 0 | $ 0 |
Fair value of investment | 1,800,000 | |
Unrealized loss | $ 1,500,000 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Long-term debt, gross | $ 550,000 | $ 550,000 |
Deferred financing costs | (8,061) | (8,479) |
Total long-term debt | $ 541,939 | $ 541,521 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) - USD ($) $ in Millions | Jan. 06, 2021 | Mar. 31, 2022 |
Change of Control - Secured Senior Note Due 2026 | ||
Debt Instrument [Line Items] | ||
Redemption price, percentage | 101.00% | |
2026 Notes | ||
Debt Instrument [Line Items] | ||
Principal amount | $ 550 | |
Stated interest rate | 6.875% | |
Issuance price percentage | 100.00% | |
Redemption price, percentage | 100.00% | 106.875% |
Principal amount redeem | 40.00% | |
Fair value of debt | $ 560.3 |
Long-Term Debt - Optional Redem
Long-Term Debt - Optional Redemption (Details) | 3 Months Ended |
Mar. 31, 2022 | |
Beginning February 1, 2023 | |
Debt Instrument [Line Items] | |
Redemption price, percentage | 103.438% |
Beginning February 1, 2024 | |
Debt Instrument [Line Items] | |
Redemption price, percentage | 101.719% |
Beginning February 1, 2025 and thereafter | |
Debt Instrument [Line Items] | |
Redemption price, percentage | 100.00% |
Long-Term Debt - Schedule of Ma
Long-Term Debt - Schedule of Maturities of Long Term Debt (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Debt Disclosure [Abstract] | |
2022 (remainder) | $ 0 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
2026 | 550,000 |
Long-term debt | $ 550,000 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate | 34.70% | 12.80% |
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, $ in Thousands | Dec. 14, 2021 | Aug. 16, 2021 | Mar. 09, 2021 | Mar. 31, 2022 | Mar. 31, 2021 |
Numerator: | |||||
Net income (loss) | $ 2,741 | $ (6,109) | |||
Net income from non-controlling interest | 517 | 440 | |||
Net income (loss) attributable to controlling interest | $ 2,224 | $ (6,549) | |||
Denominator: | |||||
Weighted average shares outstanding, basic (in shares) | 16,796,000 | 25,425,000 | |||
Effect of dilutive common stock equivalents (in shares) | 2,713,000 | 0 | |||
Weighted average diluted common shares outstanding (in shares) | 19,509,000 | 18,602,000 | |||
Diluted income (loss) per share | |||||
Diluted income (loss) per share (in dollars per share) | $ 0.11 | $ (0.35) | |||
Conversion of warrants (in shares) | 10,622 | 152,074 | |||
Stock options | |||||
Diluted income (loss) per share | |||||
Antidilutive securities (in shares) | 45,000 | 9,847,000 | |||
Restricted Stock | |||||
Diluted income (loss) per share | |||||
Antidilutive securities (in shares) | 0 | 311,000 | |||
Warrants | |||||
Diluted income (loss) per share | |||||
Antidilutive securities (in shares) | 0 | 6,823,000 | |||
Shares expected to be issued under the 2021 Employee Stock Purchase Plan | |||||
Diluted income (loss) per share | |||||
Antidilutive securities (in shares) | 78,000 | 0 | |||
Warrants | Oaktree | |||||
Diluted income (loss) per share | |||||
Securities repurchased (in shares) | 8,814,980 | ||||
Common shares | |||||
Denominator: | |||||
Weighted average shares outstanding, basic (in shares) | 16,796,000 | 18,602,000 | |||
Basic income (loss) per share: | |||||
Attributable to shares (in dollars per share) | $ 0.13 | $ (0.35) | |||
Warrants | |||||
Denominator: | |||||
Weighted average shares outstanding, basic (in shares) | 0 | 6,823,000 | |||
Basic income (loss) per share: | |||||
Attributable to shares (in dollars per share) | $ 0 | $ 0 |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) | 3 Months Ended |
Mar. 31, 2022segmentarea | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Number of operating segments | 3 |
Number of geographic areas | area | 1 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Reportable Segment Results (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Net revenue | $ 100,242 | $ 88,761 |
Direct operating expenses, excluding depreciation, amortization and stock-based compensation | 73,763 | 64,527 |
Depreciation and amortization | 4,765 | 4,729 |
Corporate expenses | 4,409 | 4,134 |
Stock-based compensation | 869 | 1,062 |
Transaction costs | 431 | 4,715 |
Business realignment costs | 21 | 190 |
Impairment of long-lived and intangible assets | 478 | |
Net (gain) loss on sale and retirement of assets | (308) | 593 |
Operating income | 15,814 | 8,811 |
Corporate and Other Reconciling Items | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 0 | 0 |
Direct operating expenses, excluding depreciation, amortization and stock-based compensation | 0 | 0 |
Depreciation and amortization | 1,240 | 774 |
Corporate expenses | 4,409 | 4,134 |
Stock-based compensation | 632 | 753 |
Transaction costs | 431 | 4,715 |
Business realignment costs | 15 | 176 |
Impairment of long-lived and intangible assets | 351 | |
Net (gain) loss on sale and retirement of assets | (36) | 593 |
Operating income | (7,042) | (11,145) |
Subscription Digital Marketing Solutions | Operating segments | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 21,850 | 18,997 |
Direct operating expenses, excluding depreciation, amortization and stock-based compensation | 15,476 | 13,065 |
Depreciation and amortization | 277 | 416 |
Corporate expenses | 0 | 0 |
Stock-based compensation | 132 | 155 |
Transaction costs | 0 | 0 |
Business realignment costs | 0 | 0 |
Impairment of long-lived and intangible assets | 0 | |
Net (gain) loss on sale and retirement of assets | 0 | 0 |
Operating income | 5,965 | 5,361 |
Digital Advertising | Operating segments | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 29,227 | 25,076 |
Direct operating expenses, excluding depreciation, amortization and stock-based compensation | 21,011 | 17,814 |
Depreciation and amortization | 65 | 224 |
Corporate expenses | 0 | 0 |
Stock-based compensation | 15 | 21 |
Transaction costs | 0 | 0 |
Business realignment costs | 0 | 0 |
Impairment of long-lived and intangible assets | 0 | |
Net (gain) loss on sale and retirement of assets | 0 | 0 |
Operating income | 8,136 | 7,017 |
Broadcast Advertising | Operating segments | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 48,100 | 44,681 |
Direct operating expenses, excluding depreciation, amortization and stock-based compensation | 36,438 | 33,581 |
Depreciation and amortization | 3,145 | 3,270 |
Corporate expenses | 0 | 0 |
Stock-based compensation | 87 | 127 |
Transaction costs | 0 | 0 |
Business realignment costs | 0 | 0 |
Impairment of long-lived and intangible assets | 7 | |
Net (gain) loss on sale and retirement of assets | (272) | 0 |
Operating income | 8,695 | 7,703 |
Other | Operating segments | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 1,065 | 7 |
Direct operating expenses, excluding depreciation, amortization and stock-based compensation | 838 | 67 |
Depreciation and amortization | 38 | 45 |
Corporate expenses | 0 | 0 |
Stock-based compensation | 3 | 6 |
Transaction costs | 0 | 0 |
Business realignment costs | 6 | 14 |
Impairment of long-lived and intangible assets | 120 | |
Net (gain) loss on sale and retirement of assets | 0 | 0 |
Operating income | $ 60 | $ (125) |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) $ in Millions | Apr. 29, 2022USD ($) |
Subsequent Event | |
Consideration paid | |
Repurchased of 2026 notes | $ 9.3 |