Townsquare Media, Inc. (NYSE: TSQ) (“Townsquare”, the "Company,"
"we," "us," or "our") announced today its financial results for the
third quarter ended September 30, 2023.
“I am pleased to share that Townsquare’s third
quarter results met our previously issued guidance. In the third
quarter, net revenue excluding political revenue declined -4%
year-over-year (and decreased -5% year-over-year in total), and
Adjusted EBITDA decreased -12% year-over-year. Our Digital
Advertising segment delivered revenue and profit growth once again
in the third quarter, as September year-to-date revenue and
Adjusted Operating Income increased +10% and +19%, respectively,
each as compared to the prior year. In total, Digital now
represents 52% of Townsquare’s total September year-to-date net
revenue and 57% of our total September year-to-date Adjusted
Operating Income,” commented Bill Wilson, Chief Executive Officer
of Townsquare Media, Inc. “Our performance this year, and
particularly the growth of our Digital Advertising segment, has
reinforced our confidence in our Digital First Local Media
Strategy, our deliberate focus on markets outside of the Top 50,
and the long-term, profitable growth potential of our digital
platform.”
Mr. Wilson continued, “The strong cash
generation characteristics of our assets allowed us to produce $39
million of cash flow from operations in the first nine months of
2023, an increase of $7 million as compared to the prior year. We
could not be more pleased to share that given our strong cash
position, we were able to repurchase and retire approximately
$14 million of our Unsecured Senior Notes at a discount during
the third quarter, bringing our year-to-date total bond repurchases
to $27 million. In addition, we repurchased approximately
94,000 Class A shares in the third quarter (in total, we’ve
repurchased 1.7 million shares in 2023), and continue to pay a
high-yielding dividend while also investing in our business. We
also ended the quarter with a strong cash balance of
$38 million and net leverage of 4.49x, retaining financial
flexibility moving forward.”
The Company announced today that its Board of
Directors approved a quarterly cash dividend of $0.1875 per share.
The dividend will be payable on February 1, 2024 to shareholders of
record as of the close of business on January 2, 2024.
Segment ReportingWe have three
reportable operating segments, Subscription Digital Marketing
Solutions, Digital Advertising and Broadcast Advertising. The
Subscription Digital Marketing Solutions segment includes our
subscription digital marketing solutions business, Townsquare
Interactive. The Digital Advertising segment, marketed externally
as Townsquare Ignite, includes digital advertising on our owned and
operated digital properties, our first party data digital
management platform and our digital programmatic advertising
platform. The Broadcast Advertising segment includes our local,
regional, and national advertising products and solutions delivered
via terrestrial radio broadcast, and other miscellaneous revenue
that is associated with our broadcast advertising platform. The
remainder of our business is reported in the Other category, which
includes our live events business.
Third Quarter Highlights*
- As compared to the third quarter of
2022:
- Net revenue decreased 4.6%, and
3.8% excluding political
- Net income decreased
$39.3 million
- Adjusted EBITDA decreased
12.1%
- Total Digital net revenue decreased
1.5%
- Subscription Digital Marketing
Solutions (“Townsquare Interactive”) net revenue decreased
12.6%
- Digital Advertising net revenue
increased 5.5%
- Total Digital Adjusted Operating
Income increased 0.1%
- Subscription Digital Marketing
Solutions Adjusted Operating Income decreased 10.6%
- Digital Advertising Adjusted
Operating Income increased 6.3%
- Broadcast Advertising net revenue
decreased 8.6%, and 7.2% excluding political
- Diluted loss per share was $2.27,
and Adjusted Net Income per diluted share was $0.46
- Repurchased $14.2 million of
our 2026 Secured Senior Notes below par
- Repurchased 0.1 million shares
of the Company’s common stock
Year-to-Date Highlights*
- As compared to the nine months
ended September 30, 2022:
- Net revenue decreased 1.0%, and
0.3% excluding political
- Net income decreased $51.6
million
- Adjusted EBITDA decreased
11.8%
- Total Digital net revenue increased
3.2%
- Subscription Digital Marketing
Solutions net revenue decreased 7.3%
- Digital Advertising net revenue
increased 10.1%
- Total Digital Adjusted Operating
Income increased 7.5%
- Subscription Digital Marketing
Solutions Adjusted Operating Income decreased 10.9%
- Digital Advertising Adjusted
Operating Income increased 19.3%
- Broadcast Advertising net revenue
decreased 6.5%, and 5.3% excluding political
- Repurchased an aggregate
$27.1 million of our 2026 Secured Senior Notes below par
- Repurchased 1.7 million shares
of the Company’s common stock
*See below for discussion of non-GAAP
measures.
GuidanceFor the fourth quarter
of 2023, net revenue is expected to be between $110.6 million and
$112.6 million, and Adjusted EBITDA is expected to be between $24.8
million and $25.8 million.
For the full year 2023, net revenue guidance is
expected to be between $450 million and $452 million, and Adjusted
EBITDA guidance is expected to be between $100 million and $101
million.
Quarter Ended
September 30, 2023 Compared to the
Quarter Ended September 30, 2022
Net RevenueNet revenue for the
three months ended September 30, 2023 decreased $5.5 million, or
4.6%, to $115.1 million as compared to $120.6 million in the same
period in 2022. Broadcast Advertising net revenue decreased $5.1
million, or 8.6%, and Subscription Digital Marketing Solutions net
revenue decreased $2.9 million, or 12.6%, as compared to the same
period in 2022. These revenue declines were partially offset by
Digital Advertising net revenue which increased $2.0 million, or
5.5%, and Other net revenue which increased $0.5 million, or 42.4%,
as compared to the same period in 2022. Excluding political revenue
of $0.6 million and $1.6 million for the three months ended
September 30, 2023 and 2022, respectively, net revenue decreased
$4.6 million, or 3.8%, to $114.5 million, Digital Advertising net
revenue increased $2.1 million, or 5.6%, to $38.9 million, and
Broadcast Advertising net revenue decreased $4.2 million, or 7.2%,
to $53.6 million.
Net (Loss) IncomeFor the
quarter ended September 30, 2023, we reported a net loss of
$36.5 million, as compared to net income of $2.8 million
in the same period last year, primarily due to a $20.7 million
increase in non-cash impairment charges, a $15.2 million increase
in the provision for income taxes and a $5.5 million decrease in
net revenue, partially offset by a $2.7 million decrease in direct
operating expenses, due in part to lower compensation. Adjusted Net
Income was approximately flat as compared to the prior year.
Adjusted EBITDAAdjusted EBITDA
for the three months ended September 30, 2023 decreased
$3.7 million, or 12.1%, to $27.2 million, as compared to $30.9
million in the same period last year. Adjusted EBITDA (Excluding
Political) decreased $2.9 million, or 9.9%, to $26.6 million,
as compared to $29.6 million in the same period last year.
Nine Months Ended
September 30, 2023 Compared to the
Nine Months Ended September 30,
2022
Net RevenueNet revenue for the
nine months ended September 30, 2023, decreased $3.4 million, or
1.0%, to $339.4 million as compared to $342.8 million in the same
period in 2022. Broadcast Advertising net revenue decreased $10.7
million, or 6.5%, and Subscription Digital Marketing Solutions net
revenue decreased $4.9 million, or 7.3%. These declines were
partially offset by Digital Advertising net revenue which increased
$10.5 million, or 10.1%, and Other net revenue which increased $1.8
million, or 26.4%, as compared to the same period in 2022.
Excluding political revenue of $1.2 million and $3.5 million for
the nine months ended September 30, 2023 and 2022, respectively,
net revenue decreased $1.1 million, or 0.3% to $338.2 million,
Digital Advertising net revenue increased $10.6 million, or 10.3%,
to $113.7 million, and Broadcast Advertising net revenue decreased
$8.6 million, or 5.3%, to $152.7 million.
Net (Loss) IncomeNet income for
the nine months ended September 30, 2023 decreased $51.6 million,
or 493.4%, to a net loss of $41.1 million, as compared to net
income of $10.5 million in the same period last year, primarily
driven by a $45.5 million increase in non-cash impairment
charges, a $4.4 million increase in the provision for income
taxes, a $3.7 million increase in direct operating expenses
and a decrease in net revenue of $3.4 million. Adjusted Net
Income decreased $6.7 million, primarily driven by higher direct
operating expenses and the decrease in net revenue, partially
offset by a lower provision for income taxes.
Adjusted EBITDAAdjusted EBITDA
for the nine months ended September 30, 2023 decreased $10.1
million, or 11.8% to $75.2 million, as compared to $85.3 million in
the same period last year. Adjusted EBITDA (Excluding Political)
decreased $8.1 million, or 9.9%, to $74.2 million, as compared to
$82.3 million in the same period last year.
Liquidity and Capital
ResourcesAs of September 30, 2023, we had a total of
$38.0 million of cash and cash equivalents and
$503.6 million of outstanding indebtedness, representing 4.86x
and 4.49x gross and net leverage, respectively, based on Adjusted
EBITDA for the twelve months ended September 30, 2023, of
$103.6 million.
The table below presents a summary, as of
November 3, 2023, of our outstanding common stock.
|
Security |
|
Number Outstanding |
|
Description |
|
Class A common stock |
|
13,680,703 |
|
One vote per share. |
| Class B common stock |
|
815,296 |
|
10 votes per share.1 |
| Class C common stock |
|
1,961,341 |
|
No votes.1 |
|
Total |
|
16,457,340 |
|
|
|
1 Each share converts into one share of Class A common stock upon
transfer or at the option of the holder, subject to certain
conditions, including compliance with FCC rules. |
Conference CallTownsquare
Media, Inc. will host a conference call to discuss certain third
quarter 2023 financial results and 2023 guidance on Thursday,
November 9, 2023 at 8:00 a.m. Eastern Time. The conference
call dial-in number is 1-888-999-5318 (U.S. & Canada) or
1-848-280-6460 (International) and the confirmation code is
11153822. A live webcast of the conference call will also be
available on the investor relations page of the Company’s website
at www.townsquaremedia.com.
A replay of the conference call will be
available through November 16, 2023. To access the replay, please
dial 1-844-512-2921 (U.S. and Canada) or 1-412-317-6671
(International) and enter confirmation code 11153822. A web-based
archive of the conference call will also be available at the above
website.
About Townsquare Media,
Inc.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 assets include a subscription digital
marketing services business, Townsquare
Interactive, providing website design, creation and
hosting, search engine optimization, social media and online
reputation management as well as other digital monthly services for
approximately 25,750 SMBs; a robust digital advertising division,
Townsquare Ignite, a powerful combination of a) an
owned and operated portfolio of more than 400 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 354 local terrestrial radio
stations in 74 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. For more information,
please visit www.townsquaremedia.com,
www.townsquareinteractive.com and
www.townsquareignite.com.
Forward-Looking
StatementsExcept for the historical information contained
in this press release, the matters addressed are forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements often discuss our
current expectations and projections relating to our financial
condition, results of operations, plans, objectives, future
performance and business. You can identify forward-looking
statements by the fact that they do not relate strictly to
historical or current facts. These statements may include words
such as “aim,” “anticipate,” “estimate,” “expect,” “forecast,”
“outlook,” “potential,” “project,” “projection,” “plan,” “intend,”
“seek,” “believe,” “may,” “could,” “would,” “will,” “should,”
“can,” “can have,” “likely,” the negatives thereof and other words
and terms. Actual events or results may differ materially from the
results anticipated in these forward-looking statements as a result
of a variety of factors. While it is impossible to identify all
such factors, factors that could cause actual results to differ
materially from those estimated by us include the impact of general
economic conditions in the United States, or in the specific
markets in which we currently do business including supply
chain disruptions, inflation, labor shortages and the effect on
advertising activity, industry conditions, including existing
competition and future competitive technologies, the popularity of
radio as a broadcasting and advertising medium, cancellations,
disruptions or postponements of advertising schedules in response
to national or world events, our ability to develop and
maintain digital technologies and hire and retain technical and
sales talent, our dependence on key personnel, our capital
expenditure requirements, our continued ability to identify
suitable acquisition targets, and consummate and integrate any
future acquisitions, legislative or regulatory requirements, risks
and uncertainties relating to our leverage and changes in interest
rates, our ability to obtain financing at times, in amounts and at
rates considered appropriate by us, our ability to access the
capital markets as and when needed and on terms that we
consider favorable to us and other factors discussed in this
section entitled “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” in this report and under “Risk
Factors” in our 2022 Annual Report on Form 10-K, for the year ended
December 31, 2022, filed with the SEC on March 16, 2023, as well as
other risks discussed from time to time in our filings with the
SEC. Many of these factors are beyond our ability to predict or
control. In addition, as a result of these and other factors, our
past financial performance should not be relied on as an indication
of future performance. The cautionary statements referred to in
this section also should be considered in connection with any
subsequent written or oral forward-looking statements that may be
issued by us or persons acting on our behalf. The forward-looking
statements included in this report are made only as of the date
hereof or as of the date specified herein. We undertake no
obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as required by law.
Non-GAAP Financial Measures and
DefinitionsIn this press release, we refer to Adjusted
Operating Income, Adjusted EBITDA, Adjusted EBITDA (Excluding
Political), Adjusted Net (Loss) Income and Adjusted Net Income Per
Share which are financial measures that have not been prepared in
accordance with generally accepted accounting principles in the
United States (“GAAP”).
We define Adjusted Operating Income as operating
income before the deduction of depreciation and amortization,
stock-based compensation, corporate expenses, transaction costs,
business realignment costs, impairments and net (gain) loss on sale
and retirement of assets. We define Adjusted EBITDA as net income
before the deduction of income taxes, interest expense, net, gain
on repurchases of debt, transaction and business realignment costs,
depreciation and amortization, stock-based compensation,
impairments, net loss (gain) on sale and retirement of assets and
other expense (income) net. We define Adjusted EBITDA (Excluding
Political) as Adjusted EBITDA less political net revenue, net of a
fifteen percent deduction to account for estimated national
representative firm fees, music licensing fees and sales
commissions expense. Adjusted Net Income is defined as net income
before the deduction of transaction and business realignment costs,
impairments, change in fair value of investment, net (gain) loss on
sale and retirement of assets, gain on repurchases of debt, gain on
sale of digital assets, gain on insurance recoveries and net income
attributable to non-controlling interest, net of income taxes.
Adjusted Net Income Per Share is defined as Adjusted Net Income
divided by the weighted average shares outstanding. We define Net
Leverage as our total outstanding indebtedness, net of our total
cash balance as of September 30, 2023, divided by our Adjusted
EBITDA for the twelve months ended September 30, 2023. These
measures do not represent, and should not be considered as
alternatives to or superior to, financial results and measures
determined or calculated in accordance with GAAP. In addition,
these non-GAAP measures are not based on any comprehensive set of
accounting rules or principles. You should be aware that in the
future we may incur expenses or charges that are the same as or
similar to some of the adjustments in the presentation, and we do
not infer that our future results will be unaffected by unusual or
non-recurring items. In addition, these non-GAAP measures may not
be comparable to similarly-named measures reported by other
companies.
We use Adjusted Operating Income to evaluate the
operating performance of our business segments. We use Adjusted
EBITDA and Adjusted EBITDA (Excluding Political) to facilitate
company-to-company operating performance comparisons by backing out
potential differences caused by variations in capital structures
(affecting interest expense), taxation and the age and book
depreciation of facilities and equipment (affecting relative
depreciation expense), which may vary for different companies for
reasons unrelated to operating performance, and to facilitate year
over year comparisons, by backing out the impact of political
revenue which varies depending on the election cycle and may be
unrelated to operating performance. We use Adjusted Net Income and
Adjusted Net Income Per Share to assess total company operating
performance on a consistent basis. We use Net Leverage to measure
the Company’s ability to handle its debt burden. We believe that
these measures, when considered together with our GAAP financial
results, provide management and investors with a more complete
understanding of our business operating results, including
underlying trends, by excluding the effects of transaction costs,
net (gain) loss on sale and retirement of assets, business
realignment costs and certain impairments. Further, while
discretionary bonuses for members of management are not determined
with reference to specific targets, our board of directors may
consider Adjusted Operating Income, Adjusted EBITDA, Adjusted
EBITDA (Excluding Political), Adjusted Net Income, Adjusted Net
Income Per Share, and Net Leverage when determining discretionary
bonuses.
Investor RelationsClaire
Yenicay(203) 900-5555investors@townsquaremedia.com
|
TOWNSQUARE MEDIA, INC. |
|
CONSOLIDATED BALANCE SHEETS |
|
(in Thousands, Except Share and Per Share
Data) |
|
(unaudited) |
|
|
| |
September 30,2023 |
|
December 31,2022 |
| ASSETS |
|
|
|
| Current assets: |
|
|
|
|
Cash and cash equivalents |
$ |
37,955 |
|
|
$ |
43,417 |
|
|
Accounts receivable, net of allowance for credit losses of $4,544
and $5,946, respectively |
|
63,527 |
|
|
|
61,234 |
|
|
Prepaid expenses and other current assets |
|
11,860 |
|
|
|
16,037 |
|
|
Total current assets |
|
113,342 |
|
|
|
120,688 |
|
| Property and equipment,
net |
|
111,301 |
|
|
|
113,846 |
|
| Intangible assets, net |
|
220,755 |
|
|
|
276,838 |
|
| Goodwill |
|
158,670 |
|
|
|
161,385 |
|
| Investments |
|
4,209 |
|
|
|
19,106 |
|
| Operating lease right-of-use
assets |
|
47,719 |
|
|
|
50,962 |
|
| Other assets |
|
828 |
|
|
|
1,197 |
|
| Restricted cash |
|
501 |
|
|
|
496 |
|
|
Total assets |
$ |
657,325 |
|
|
$ |
744,518 |
|
| LIABILITIES AND
STOCKHOLDERS’ EQUITY |
|
|
|
| Current liabilities: |
|
|
|
|
Accounts payable |
$ |
4,844 |
|
|
$ |
4,127 |
|
|
Deferred revenue |
|
8,845 |
|
|
|
10,669 |
|
|
Accrued compensation and benefits |
|
11,227 |
|
|
|
14,831 |
|
|
Accrued expenses and other current liabilities |
|
24,326 |
|
|
|
17,876 |
|
|
Operating lease liabilities, current |
|
9,039 |
|
|
|
9,008 |
|
|
Accrued interest |
|
5,760 |
|
|
|
15,203 |
|
|
Total current liabilities |
|
64,041 |
|
|
|
71,714 |
|
| Long-term debt, net of
deferred finance costs of $4,480 and $6,324, respectively |
|
499,138 |
|
|
|
524,442 |
|
| Deferred tax liability |
|
27,565 |
|
|
|
18,748 |
|
| Operating lease liability, net
of current portion |
|
42,281 |
|
|
|
45,107 |
|
| Other long-term
liabilities |
|
11,866 |
|
|
|
15,428 |
|
|
Total liabilities |
|
644,891 |
|
|
|
675,439 |
|
| Stockholders’ equity: |
|
|
|
|
Class A common stock, par value $0.01 per share; 300,000,000 shares
authorized; 13,864,471 and 12,964,312 shares issued and
outstanding, respectively |
|
139 |
|
|
|
130 |
|
|
Class B common stock, par value $0.01 per share; 50,000,000 shares
authorized; 815,296 and 815,296 shares issued and outstanding,
respectively |
|
8 |
|
|
|
8 |
|
|
Class C common stock, par value $0.01 per share; 50,000,000 shares
authorized; 1,961,341 and 3,461,341 shares issued and outstanding,
respectively |
|
20 |
|
|
|
35 |
|
|
Total common stock |
|
167 |
|
|
|
173 |
|
|
Treasury stock, at cost; 183,768 and 0 shares of Class A common
stock, respectively |
|
(2,194 |
) |
|
|
— |
|
|
Additional paid-in capital |
|
307,498 |
|
|
|
309,645 |
|
|
Accumulated deficit |
|
(296,573 |
) |
|
|
(244,298 |
) |
|
Non-controlling interest |
|
3,536 |
|
|
|
3,559 |
|
|
Total stockholders’ equity |
|
12,434 |
|
|
|
69,079 |
|
|
Total liabilities and stockholders’ equity |
$ |
657,325 |
|
|
$ |
744,518 |
|
|
TOWNSQUARE MEDIA, INC. |
|
CONSOLIDATED STATEMENTS OF OPERATIONS |
|
(in Thousands, Except Per Share Data) |
|
(unaudited) |
|
|
| |
Three Months Ended September
30, |
|
Nine Months Ended September
30, |
|
|
|
2023 |
|
|
|
2022 |
|
|
|
2023 |
|
|
|
2022 |
|
| Net revenue |
$ |
115,104 |
|
|
$ |
120,635 |
|
|
$ |
339,445 |
|
|
$ |
342,801 |
|
| Operating costs and
expenses: |
|
|
|
|
|
|
|
|
Direct operating expenses, excluding depreciation, amortization,
and stock-based compensation |
|
81,323 |
|
|
|
83,985 |
|
|
|
245,301 |
|
|
|
241,581 |
|
|
Depreciation and amortization |
|
4,717 |
|
|
|
4,467 |
|
|
|
14,496 |
|
|
|
13,546 |
|
|
Corporate expenses |
|
6,604 |
|
|
|
5,744 |
|
|
|
18,911 |
|
|
|
15,892 |
|
|
Stock-based compensation |
|
2,350 |
|
|
|
722 |
|
|
|
6,228 |
|
|
|
2,430 |
|
|
Transaction and business realignment costs |
|
161 |
|
|
|
1,004 |
|
|
|
764 |
|
|
|
2,280 |
|
|
Impairment of intangible assets, investments, goodwill and
long-lived assets |
|
30,970 |
|
|
|
10,300 |
|
|
|
65,697 |
|
|
|
20,197 |
|
|
Net gain on sale and retirement of assets |
|
(362 |
) |
|
|
(119 |
) |
|
|
(703 |
) |
|
|
(338 |
) |
|
Total operating costs and expenses |
|
125,763 |
|
|
|
106,103 |
|
|
|
350,694 |
|
|
|
295,588 |
|
|
Operating (loss) income |
|
(10,659 |
) |
|
|
14,532 |
|
|
|
(11,249 |
) |
|
|
47,213 |
|
| Other expense (income): |
|
|
|
|
|
|
|
|
Interest expense, net |
|
9,343 |
|
|
|
9,967 |
|
|
|
28,215 |
|
|
|
30,038 |
|
|
Gain on repurchases of debt |
|
(430 |
) |
|
|
— |
|
|
|
(1,249 |
) |
|
|
(108 |
) |
|
Other (income) expense, net |
|
(547 |
) |
|
|
(508 |
) |
|
|
(6,451 |
) |
|
|
1,886 |
|
|
(Loss) income from operations before tax |
|
(19,025 |
) |
|
|
5,073 |
|
|
|
(31,764 |
) |
|
|
15,397 |
|
|
Income tax provision |
|
17,478 |
|
|
|
2,275 |
|
|
|
9,380 |
|
|
|
4,939 |
|
|
Net (loss) income |
$ |
(36,503 |
) |
|
$ |
2,798 |
|
|
$ |
(41,144 |
) |
|
$ |
10,458 |
|
| |
|
|
|
|
|
|
|
| Net (loss) income
attributable to: |
|
|
|
|
|
|
|
|
Controlling interests |
$ |
(36,999 |
) |
|
$ |
2,260 |
|
|
$ |
(42,620 |
) |
|
$ |
8,878 |
|
|
Non-controlling interests |
$ |
496 |
|
|
$ |
538 |
|
|
$ |
1,476 |
|
|
$ |
1,580 |
|
| |
|
|
|
|
|
|
|
| Basic (loss) income
per share |
$ |
(2.27 |
) |
|
$ |
0.13 |
|
|
$ |
(2.52 |
) |
|
$ |
0.52 |
|
| |
|
|
|
|
|
|
|
| Diluted (loss) income
per share |
$ |
(2.27 |
) |
|
$ |
0.13 |
|
|
$ |
(2.52 |
) |
|
$ |
0.48 |
|
| |
|
|
|
|
|
|
|
| Weighted average
shares outstanding: |
|
|
|
|
|
|
|
|
Basic |
|
16,277 |
|
|
|
17,037 |
|
|
|
16,897 |
|
|
|
16,941 |
|
|
Diluted |
|
16,277 |
|
|
|
17,482 |
|
|
|
16,897 |
|
|
|
18,645 |
|
| |
|
|
|
|
|
|
|
| Cash dividend declared per
share |
$ |
0.1875 |
|
|
$ |
— |
|
|
$ |
0.563 |
|
|
$ |
— |
|
|
TOWNSQUARE MEDIA, INC. |
|
CONSOLIDATED STATEMENTS OF CASH FLOWS |
|
(in Thousands) |
|
(unaudited) |
|
|
| |
Nine Months Ended September 30, |
|
|
|
2023 |
|
|
|
2022 |
|
| Cash flows from operating
activities: |
|
|
|
| Net (loss) income |
$ |
(41,144 |
) |
|
$ |
10,458 |
|
| Adjustments to reconcile net
(loss) income to net cash provided by operating activities: |
|
|
|
|
Depreciation and amortization |
|
14,496 |
|
|
|
13,546 |
|
|
Amortization of deferred financing costs |
|
1,567 |
|
|
|
1,359 |
|
|
Non-cash lease expense (income) |
|
69 |
|
|
|
(298 |
) |
|
Net deferred taxes and other |
|
8,817 |
|
|
|
4,413 |
|
|
Provision for doubtful accounts |
|
2,817 |
|
|
|
1,429 |
|
|
Stock-based compensation expense |
|
6,228 |
|
|
|
2,430 |
|
|
Gain on repurchases of debt |
|
(1,249 |
) |
|
|
(108 |
) |
|
Trade activity, net |
|
(1,352 |
) |
|
|
(3,496 |
) |
|
Impairment of intangible assets, investments, goodwill and
long-lived assets |
|
65,697 |
|
|
|
20,197 |
|
|
Realized gain on sale of digital assets |
|
(839 |
) |
|
|
— |
|
|
Gain on sale of investment |
|
(5,210 |
) |
|
|
— |
|
|
Unrealized loss on investment |
|
493 |
|
|
|
1,934 |
|
|
Content rights acquired |
|
— |
|
|
|
(19,320 |
) |
|
Amortization of content rights |
|
3,645 |
|
|
|
3,124 |
|
|
Change in content rights liabilities |
|
(1,819 |
) |
|
|
17,397 |
|
|
Reimbursement of equipment modification costs |
|
(1,487 |
) |
|
|
— |
|
|
Other |
|
(1,276 |
) |
|
|
(815 |
) |
| Changes in assets and
liabilities, net of acquisitions: |
|
|
|
|
Accounts receivable |
|
(3,037 |
) |
|
|
(4,900 |
) |
|
Prepaid expenses and other assets |
|
5,130 |
|
|
|
(1,253 |
) |
|
Accounts payable |
|
646 |
|
|
|
(123 |
) |
|
Accrued expenses |
|
(3,845 |
) |
|
|
(3,916 |
) |
|
Accrued interest |
|
(9,443 |
) |
|
|
(9,674 |
) |
|
Other long-term liabilities |
|
60 |
|
|
|
(278 |
) |
|
Net cash provided by operating activities |
|
38,964 |
|
|
|
32,106 |
|
| Cash flows from investing
activities: |
|
|
|
|
Payment for acquisition |
|
— |
|
|
|
(18,419 |
) |
|
Purchase of property and equipment |
|
(11,373 |
) |
|
|
(13,100 |
) |
|
Purchase of investments |
|
— |
|
|
|
(100 |
) |
|
Purchase of digital assets |
|
— |
|
|
|
(4,997 |
) |
|
Proceeds from sale of digital assets |
|
2,975 |
|
|
|
— |
|
|
Proceeds from insurance recoveries |
|
721 |
|
|
|
452 |
|
|
Proceeds from sale of assets and investment related
transactions |
|
7,277 |
|
|
|
810 |
|
|
Net cash used in investing activities |
|
(400 |
) |
|
|
(35,354 |
) |
| Cash flows from financing
activities: |
|
|
|
|
Repurchases of 2026 Notes |
|
(25,621 |
) |
|
|
(18,850 |
) |
|
Dividend payments |
|
(6,285 |
) |
|
|
— |
|
|
Proceeds from stock options exercised |
|
5,440 |
|
|
|
790 |
|
|
Withholdings for shares issued under the ESPP |
|
729 |
|
|
|
— |
|
|
Repurchases of stock |
|
(16,645 |
) |
|
|
(225 |
) |
|
Cash distribution to non-controlling interests |
|
(1,499 |
) |
|
|
(1,820 |
) |
|
Repayments of capitalized obligations |
|
(140 |
) |
|
|
(105 |
) |
|
Net cash used in financing activities |
|
(44,021 |
) |
|
|
(20,210 |
) |
| Cash and cash equivalents and
restricted cash: |
|
|
|
|
Net decrease in cash, cash equivalents and restricted
cash |
|
(5,457 |
) |
|
|
(23,458 |
) |
|
Beginning of period |
|
43,913 |
|
|
|
50,999 |
|
|
End of period |
$ |
38,456 |
|
|
$ |
27,541 |
|
|
TOWNSQUARE MEDIA, INC. |
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
(continued) |
|
(in Thousands) |
|
(unaudited) |
|
|
| |
Nine Months Ended September
30, |
|
|
2023 |
|
2022 |
| Supplemental
Disclosure of Cash Flow Information: |
|
|
|
|
Cash payments: |
|
|
|
|
Interest |
$ |
37,273 |
|
|
$ |
38,284 |
|
|
Income taxes |
|
1,122 |
|
|
|
1,049 |
|
| |
|
|
|
| Supplemental
Disclosure of Non-cash Activities: |
|
|
|
|
Dividends declared, but not paid during the period |
$ |
3,164 |
|
|
$ |
— |
|
|
Investments acquired in exchange for advertising(1) |
|
— |
|
|
|
2,750 |
|
|
Property and equipment acquired in exchange for advertising(1) |
|
550 |
|
|
|
726 |
|
|
Accrued capital expenditures |
|
229 |
|
|
|
45 |
|
| |
|
|
|
| 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 |
$ |
8,850 |
|
|
$ |
7,982 |
|
|
Right-of-use assets obtained in exchange for operating lease
obligations |
|
4,035 |
|
|
|
8,923 |
|
| |
|
|
|
|
Reconciliation of cash, cash equivalents and restricted
cash |
|
|
|
|
Cash and cash equivalents |
$ |
37,955 |
|
|
$ |
27,046 |
|
|
Restricted cash |
|
501 |
|
|
|
495 |
|
| |
$ |
38,456 |
|
|
$ |
27,541 |
|
| (1) Represents
total advertising services provided by the Company in exchange for
property and equipment and equity interests acquired during each of
the nine months ended September 30, 2023 and 2022,
respectively. |
|
TOWNSQUARE MEDIA, INC. |
|
CONSOLIDATED STATEMENTS OF OPERATIONS BY
SEGMENT |
|
(in Thousands) |
|
(unaudited) |
|
|
| |
Three Months Ended September
30, |
|
|
|
Nine Months Ended September
30, |
|
|
| |
|
2023 |
|
|
|
2022 |
|
|
% Change |
|
|
2023 |
|
|
|
2022 |
|
|
% Change |
| Subscription Digital Marketing
Solutions |
$ |
20,257 |
|
|
$ |
23,188 |
|
|
(12.6 |
)% |
|
$ |
63,086 |
|
|
$ |
68,021 |
|
|
(7.3 |
)% |
|
Digital Advertising |
|
39,009 |
|
|
|
36,989 |
|
|
5.5 |
% |
|
|
113,842 |
|
|
|
103,379 |
|
|
10.1 |
% |
| Broadcast Advertising |
|
54,179 |
|
|
|
59,293 |
|
|
(8.6 |
)% |
|
|
153,822 |
|
|
|
164,520 |
|
|
(6.5 |
)% |
| Other |
|
1,659 |
|
|
|
1,165 |
|
|
42.4 |
% |
|
|
8,695 |
|
|
|
6,881 |
|
|
26.4 |
% |
| Net
revenue |
|
115,104 |
|
|
|
120,635 |
|
|
(4.6 |
)% |
|
|
339,445 |
|
|
|
342,801 |
|
|
(1.0 |
)% |
| Subscription Digital Marketing
Solutions Expenses |
|
14,498 |
|
|
|
16,744 |
|
|
(13.4 |
)% |
|
|
45,703 |
|
|
|
48,513 |
|
|
(5.8 |
)% |
| Digital Advertising
expenses |
|
27,271 |
|
|
|
25,949 |
|
|
5.1 |
% |
|
|
77,666 |
|
|
|
73,058 |
|
|
6.3 |
% |
| Broadcast Advertising
expenses |
|
37,510 |
|
|
|
39,889 |
|
|
(6.0 |
)% |
|
|
113,858 |
|
|
|
113,875 |
|
|
— |
% |
| Other expenses |
|
2,044 |
|
|
|
1,403 |
|
|
45.7 |
% |
|
|
8,074 |
|
|
|
6,135 |
|
|
31.6 |
% |
|
Direct operating expenses |
|
81,323 |
|
|
|
83,985 |
|
|
(3.2 |
)% |
|
|
245,301 |
|
|
|
241,581 |
|
|
1.5 |
% |
|
Depreciation and amortization |
|
4,717 |
|
|
|
4,467 |
|
|
5.6 |
% |
|
|
14,496 |
|
|
|
13,546 |
|
|
7.0 |
% |
|
Corporate expenses |
|
6,604 |
|
|
|
5,744 |
|
|
15.0 |
% |
|
|
18,911 |
|
|
|
15,892 |
|
|
19.0 |
% |
|
Stock-based compensation |
|
2,350 |
|
|
|
722 |
|
|
225.5 |
% |
|
|
6,228 |
|
|
|
2,430 |
|
|
156.3 |
% |
|
Transaction and business realignment costs |
|
161 |
|
|
|
1,004 |
|
|
(84.0 |
)% |
|
|
764 |
|
|
|
2,280 |
|
|
(66.5 |
)% |
|
Impairment of intangible assets, investments, goodwill and
long-lived assets |
|
30,970 |
|
|
|
10,300 |
|
|
200.7 |
% |
|
|
65,697 |
|
|
|
20,197 |
|
|
225.3 |
% |
|
Net gain on sale and retirement of assets |
|
(362 |
) |
|
|
(119 |
) |
|
204.2 |
% |
|
|
(703 |
) |
|
|
(338 |
) |
|
108.0 |
% |
| Total operating costs
and expenses |
|
125,763 |
|
|
|
106,103 |
|
|
18.5 |
% |
|
|
350,694 |
|
|
|
295,588 |
|
|
18.6 |
% |
| Operating (loss)
income |
|
(10,659 |
) |
|
|
14,532 |
|
|
(173.3 |
)% |
|
|
(11,249 |
) |
|
|
47,213 |
|
|
(123.8 |
)% |
| Other expense (income): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
9,343 |
|
|
|
9,967 |
|
|
(6.3 |
)% |
|
|
28,215 |
|
|
|
30,038 |
|
|
(6.1 |
)% |
|
Gain on repurchases of debt |
|
(430 |
) |
|
|
— |
|
|
|
** |
|
|
(1,249 |
) |
|
|
(108 |
) |
|
|
** |
|
Other (income) expense, net |
|
(547 |
) |
|
|
(508 |
) |
|
7.7 |
% |
|
|
(6,451 |
) |
|
|
1,886 |
|
|
|
** |
| (Loss) income from
operations before tax |
|
(19,025 |
) |
|
|
5,073 |
|
|
(475.0 |
)% |
|
|
(31,764 |
) |
|
|
15,397 |
|
|
(306.3 |
)% |
| Income tax provision |
|
17,478 |
|
|
|
2,275 |
|
|
668.3 |
% |
|
|
9,380 |
|
|
|
4,939 |
|
|
89.9 |
% |
| Net (loss)
income |
$ |
(36,503 |
) |
|
$ |
2,798 |
|
|
|
** |
|
$ |
(41,144 |
) |
|
$ |
10,458 |
|
|
(493.4 |
)% |
| ** not
meaningful |
The following table presents Net revenue and
Adjusted Operating Income by segment, for the three and nine months
ended September 30, 2023, and 2022, respectively (in
thousands):
| |
Three Months Ended September
30, |
|
|
|
Nine Months Ended September
30, |
|
|
| |
(Unaudited) |
|
|
|
(Unaudited) |
|
|
| |
|
2023 |
|
|
|
2022 |
|
|
% Change |
|
|
2023 |
|
|
|
2022 |
|
|
% Change |
|
Subscription Digital Marketing Solutions |
$ |
20,257 |
|
|
$ |
23,188 |
|
|
(12.6 |
)% |
|
$ |
63,086 |
|
|
$ |
68,021 |
|
|
(7.3 |
)% |
| Digital Advertising |
|
39,009 |
|
|
|
36,989 |
|
|
5.5 |
% |
|
|
113,842 |
|
|
|
103,379 |
|
|
10.1 |
% |
|
Digital |
|
59,266 |
|
|
|
60,177 |
|
|
(1.5 |
)% |
|
|
176,928 |
|
|
|
171,400 |
|
|
3.2 |
% |
| Broadcast Advertising |
|
54,179 |
|
|
|
59,293 |
|
|
(8.6 |
)% |
|
|
153,822 |
|
|
|
164,520 |
|
|
(6.5 |
)% |
| Other |
|
1,659 |
|
|
|
1,165 |
|
|
42.4 |
% |
|
|
8,695 |
|
|
|
6,881 |
|
|
26.4 |
% |
| Net
revenue |
$ |
115,104 |
|
|
$ |
120,635 |
|
|
(4.6 |
)% |
|
$ |
339,445 |
|
|
$ |
342,801 |
|
|
(1.0 |
)% |
| Subscription Digital Marketing
Solutions |
$ |
5,759 |
|
|
$ |
6,444 |
|
|
(10.6 |
)% |
|
$ |
17,383 |
|
|
$ |
19,508 |
|
|
(10.9 |
)% |
| Digital Advertising |
|
11,738 |
|
|
|
11,040 |
|
|
6.3 |
% |
|
|
36,176 |
|
|
|
30,321 |
|
|
19.3 |
% |
|
Digital |
|
17,497 |
|
|
|
17,484 |
|
|
0.1 |
% |
|
|
53,559 |
|
|
|
49,829 |
|
|
7.5 |
% |
| Broadcast Advertising |
|
16,669 |
|
|
|
19,404 |
|
|
(14.1 |
)% |
|
|
39,964 |
|
|
|
50,645 |
|
|
(21.1 |
)% |
| Other |
|
(385 |
) |
|
|
(238 |
) |
|
61.8 |
% |
|
|
621 |
|
|
|
746 |
|
|
(16.8 |
)% |
| Adjusted Operating
Income |
$ |
33,781 |
|
|
$ |
36,650 |
|
|
(7.8 |
)% |
|
$ |
94,144 |
|
|
$ |
101,220 |
|
|
(7.0 |
)% |
The following table reconciles Net revenue to
Net revenue, excluding political revenue on a GAAP basis by segment
for the three and nine months ended September 30, 2023, and 2022,
respectively (in thousands):
| |
Three Months Ended September
30, |
|
|
|
Nine Months Ended September
30, |
|
|
| |
(Unaudited) |
|
|
|
(Unaudited) |
|
|
| |
|
2023 |
|
|
|
2022 |
|
|
% Change |
|
|
2023 |
|
|
|
2022 |
|
|
% Change |
|
Subscription Digital Marketing Solutions |
$ |
20,257 |
|
|
$ |
23,188 |
|
|
(12.6 |
)% |
|
$ |
63,086 |
|
|
$ |
68,021 |
|
|
(7.3 |
)% |
| Digital Advertising |
|
39,009 |
|
|
|
36,989 |
|
|
5.5 |
% |
|
|
113,842 |
|
|
|
103,379 |
|
|
10.1 |
% |
|
Digital |
|
59,266 |
|
|
|
60,177 |
|
|
(1.5 |
)% |
|
|
176,928 |
|
|
|
171,400 |
|
|
3.2 |
% |
| Broadcast Advertising |
|
54,179 |
|
|
|
59,293 |
|
|
(8.6 |
)% |
|
|
153,822 |
|
|
|
164,520 |
|
|
(6.5 |
)% |
| Other |
|
1,659 |
|
|
|
1,165 |
|
|
42.4 |
% |
|
|
8,695 |
|
|
|
6,881 |
|
|
26.4 |
% |
| Net
revenue |
$ |
115,104 |
|
|
$ |
120,635 |
|
|
(4.6 |
)% |
|
$ |
339,445 |
|
|
$ |
342,801 |
|
|
(1.0 |
)% |
| Subscription Digital Marketing
Solutions political revenue |
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
| Digital Advertising political
revenue |
|
66 |
|
|
|
100 |
|
|
(34.0 |
)% |
|
|
127 |
|
|
|
297 |
|
|
(57.2 |
)% |
| Broadcast Advertising
political revenue |
|
561 |
|
|
|
1,487 |
|
|
(62.3 |
)% |
|
|
1,118 |
|
|
|
3,238 |
|
|
(65.5 |
)% |
| Other political revenue |
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
| Political
revenue |
$ |
627 |
|
|
$ |
1,587 |
|
|
(60.5 |
)% |
|
$ |
1,245 |
|
|
$ |
3,535 |
|
|
(64.8 |
)% |
| Subscription Digital Marketing
Solutions net revenue (ex. political) |
$ |
20,257 |
|
|
$ |
23,188 |
|
|
(12.6 |
)% |
|
$ |
63,086 |
|
|
$ |
68,021 |
|
|
(7.3 |
)% |
| Digital Advertising net
revenue (ex. political) |
|
38,943 |
|
|
|
36,889 |
|
|
5.6 |
% |
|
|
113,715 |
|
|
|
103,082 |
|
|
10.3 |
% |
|
Digital net revenue (ex. political) |
|
59,200 |
|
|
|
60,077 |
|
|
(1.5 |
)% |
|
|
176,801 |
|
|
|
171,103 |
|
|
3.3 |
% |
| Broadcast Advertising
political net revenue (ex. political) |
|
53,618 |
|
|
|
57,806 |
|
|
(7.2 |
)% |
|
|
152,704 |
|
|
|
161,282 |
|
|
(5.3 |
)% |
| Other net revenue (ex.
political) |
|
1,659 |
|
|
|
1,165 |
|
|
42.4 |
% |
|
|
8,695 |
|
|
|
6,881 |
|
|
26.4 |
% |
| Net revenue (ex.
political) |
$ |
114,477 |
|
|
$ |
119,048 |
|
|
(3.8 |
)% |
|
$ |
338,200 |
|
|
$ |
339,266 |
|
|
(0.3 |
)% |
| ** not
meaningful |
The following table reconciles on a GAAP basis
net (loss) income, the most directly comparable financial measure
calculated and presented in accordance with GAAP, to Adjusted Net
Income for the three and nine months ended September 30, 2023, and
2022, respectively (in thousands, except per share data):
| |
Three Months Ended September
30, |
|
Nine Months Ended September
30, |
| |
(Unaudited) |
|
|
|
2023 |
|
|
|
2022 |
|
|
|
2023 |
|
|
|
2022 |
|
| Net (loss) income |
$ |
(36,503 |
) |
|
$ |
2,798 |
|
|
$ |
(41,144 |
) |
|
$ |
10,458 |
|
| Income tax provision |
|
17,478 |
|
|
|
2,275 |
|
|
|
9,380 |
|
|
|
4,939 |
|
| (Loss) Income from
operations before taxes |
|
(19,025 |
) |
|
|
5,073 |
|
|
|
(31,764 |
) |
|
|
15,397 |
|
|
Transaction and business realignment costs |
|
161 |
|
|
|
1,004 |
|
|
|
764 |
|
|
|
2,280 |
|
|
Impairment of intangible assets, investments, goodwill and
long-lived assets |
|
30,970 |
|
|
|
10,300 |
|
|
|
65,697 |
|
|
|
20,197 |
|
|
Net gain on sale and retirement of assets |
|
(362 |
) |
|
|
(119 |
) |
|
|
(703 |
) |
|
|
(338 |
) |
|
Gain on repurchases of debt |
|
(430 |
) |
|
|
— |
|
|
|
(1,249 |
) |
|
|
(108 |
) |
|
Gain on sale of digital assets |
|
— |
|
|
|
— |
|
|
|
(839 |
) |
|
|
— |
|
|
Gain on sale of investments |
|
— |
|
|
|
— |
|
|
|
(5,210 |
) |
|
|
— |
|
|
Change in fair value of investment |
|
605 |
|
|
|
(239 |
) |
|
|
493 |
|
|
|
1,934 |
|
|
Gain on insurance recoveries |
|
(349 |
) |
|
|
(441 |
) |
|
|
(721 |
) |
|
|
(452 |
) |
|
Net income attributable to non-controlling interest, net of income
taxes |
|
(496 |
) |
|
|
(538 |
) |
|
|
(1,476 |
) |
|
|
(1,580 |
) |
| Adjusted net income
before income taxes |
|
11,074 |
|
|
|
15,040 |
|
|
|
24,992 |
|
|
|
37,330 |
|
|
Income tax provision (1) |
|
2,824 |
|
|
|
6,745 |
|
|
|
6,373 |
|
|
|
11,975 |
|
| Adjusted Net
Income |
$ |
8,250 |
|
|
$ |
8,295 |
|
|
$ |
18,619 |
|
|
$ |
25,355 |
|
| |
|
|
|
|
|
|
|
| Adjusted Net Income Per
Share: |
|
|
|
|
|
|
|
|
Basic |
$ |
0.51 |
|
|
$ |
0.49 |
|
|
$ |
1.10 |
|
|
$ |
1.50 |
|
|
Diluted |
$ |
0.46 |
|
|
$ |
0.47 |
|
|
$ |
1.05 |
|
|
$ |
1.36 |
|
| |
|
|
|
|
|
|
|
| Weighted average shares
outstanding: |
|
|
|
|
|
|
|
|
Basic |
|
16,277 |
|
|
|
17,037 |
|
|
|
16,897 |
|
|
|
16,941 |
|
|
Diluted |
|
18,073 |
|
|
|
17,482 |
|
|
|
17,726 |
|
|
|
18,645 |
|
| (1) Income tax
provision for the three and nine months ended September 30, 2023
was calculated using the Company's statutory effective tax
rate. |
The following table reconciles on a GAAP basis net (loss)
income, the most directly comparable financial measure calculated
and presented in accordance with GAAP, to Adjusted EBITDA, Adjusted
EBITDA (Excluding Political), and Adjusted EBITDA Less Interest,
Capex and Taxes for the three and nine months ended September 30,
2023, and 2022, respectively (dollars in thousands):
| |
Three Months Ended September
30, |
|
Nine Months Ended September
30, |
| |
(Unaudited) |
|
|
|
2023 |
|
|
|
2022 |
|
|
|
2023 |
|
|
|
2022 |
|
| Net (loss)
income |
$ |
(36,503 |
) |
|
$ |
2,798 |
|
|
$ |
(41,144 |
) |
|
$ |
10,458 |
|
|
Income tax provision |
|
17,478 |
|
|
|
2,275 |
|
|
|
9,380 |
|
|
|
4,939 |
|
|
Interest expense, net |
|
9,343 |
|
|
|
9,967 |
|
|
|
28,215 |
|
|
|
30,038 |
|
|
Gain on repurchases of debt |
|
(430 |
) |
|
|
— |
|
|
|
(1,249 |
) |
|
|
(108 |
) |
|
Depreciation and amortization |
|
4,717 |
|
|
|
4,467 |
|
|
|
14,496 |
|
|
|
13,546 |
|
|
Stock-based compensation |
|
2,350 |
|
|
|
722 |
|
|
|
6,228 |
|
|
|
2,430 |
|
|
Transaction and business realignment costs |
|
161 |
|
|
|
1,004 |
|
|
|
764 |
|
|
|
2,280 |
|
|
Impairment of intangible assets, investments, goodwill and
long-lived assets |
|
30,970 |
|
|
|
10,300 |
|
|
|
65,697 |
|
|
|
20,197 |
|
|
Other (a) |
|
(909 |
) |
|
|
(627 |
) |
|
|
(7,154 |
) |
|
|
1,548 |
|
| Adjusted
EBITDA |
$ |
27,177 |
|
|
$ |
30,906 |
|
|
$ |
75,233 |
|
|
$ |
85,328 |
|
|
Political Adjusted EBITDA |
|
(533 |
) |
|
|
(1,349 |
) |
|
|
(1,058 |
) |
|
|
(3,005 |
) |
| Adjusted EBITDA
(Excluding Political) |
$ |
26,644 |
|
|
$ |
29,557 |
|
|
$ |
74,175 |
|
|
$ |
82,323 |
|
|
Political Adjusted EBITDA |
|
533 |
|
|
|
1,349 |
|
|
|
1,058 |
|
|
|
3,005 |
|
|
Net cash paid for interest |
|
(18,219 |
) |
|
|
(18,776 |
) |
|
|
(37,273 |
) |
|
|
(38,284 |
) |
|
Capital expenditures |
|
(4,237 |
) |
|
|
(5,473 |
) |
|
|
(11,373 |
) |
|
|
(13,100 |
) |
|
Cash paid for taxes |
|
(305 |
) |
|
|
(190 |
) |
|
|
(1,122 |
) |
|
|
(1,049 |
) |
| Adjusted EBITDA Less
Interest, Capex and Taxes |
$ |
4,416 |
|
|
$ |
6,467 |
|
|
$ |
25,465 |
|
|
$ |
32,895 |
|
| (a) Other
includes net gain on sale and retirement of assets and other
(income) expense, net. |
The following table reconciles net income (loss), the most
directly comparable financial measure calculated and presented in
accordance with GAAP, to Adjusted EBITDA on a quarterly basis for
the twelve months ended September 30, 2023 (dollars in
thousands):
| |
Three Months Ended |
|
Twelve Months Ended |
| |
(Unaudited) |
| |
December 31, 2022 |
|
March 31, 2023 |
|
June 30, 2023 |
|
September 30, 2023 |
|
September 30, 2023 |
|
Net income (loss) |
$ |
3,932 |
|
|
$ |
(1,941 |
) |
|
$ |
(2,700 |
) |
|
$ |
(36,503 |
) |
|
$ |
(37,212 |
) |
| Income tax benefit |
|
(5,503 |
) |
|
|
(1,578 |
) |
|
|
(6,520 |
) |
|
|
17,478 |
|
|
|
3,877 |
|
|
Interest expense, net |
|
9,790 |
|
|
|
9,558 |
|
|
|
9,314 |
|
|
|
9,343 |
|
|
|
38,005 |
|
|
Gain on repurchases of debt |
|
— |
|
|
|
(775 |
) |
|
|
(44 |
) |
|
|
(430 |
) |
|
|
(1,249 |
) |
|
Depreciation and amortization |
|
5,498 |
|
|
|
4,944 |
|
|
|
4,835 |
|
|
|
4,717 |
|
|
|
19,994 |
|
|
Stock-based compensation |
|
1,367 |
|
|
|
1,772 |
|
|
|
2,106 |
|
|
|
2,350 |
|
|
|
7,595 |
|
|
Transaction and business realignment costs |
|
2,168 |
|
|
|
292 |
|
|
|
311 |
|
|
|
161 |
|
|
|
2,932 |
|
|
Impairment of intangible assets, investments, goodwill and
long-lived assets |
|
10,917 |
|
|
|
8,487 |
|
|
|
26,240 |
|
|
|
30,970 |
|
|
|
76,614 |
|
|
Other (a) |
|
221 |
|
|
|
(1,318 |
) |
|
|
(4,927 |
) |
|
|
(909 |
) |
|
|
(6,933 |
) |
| Adjusted
EBITDA |
$ |
28,390 |
|
|
$ |
19,441 |
|
|
$ |
28,615 |
|
|
$ |
27,177 |
|
|
$ |
103,623 |
|
| (a) Other
includes net gain on sale and retirement of assets and other
(income) expense, net. |
The following tables reconcile Operating income (loss), the most
directly comparable financial measure calculated and presented in
accordance with GAAP, to Adjusted Operating Income (loss) by
segment for the three months ended September 30, 2023, and 2022 (in
thousands):
| |
Three Months Ended September 30,
2023 |
| |
(Unaudited) |
| |
Subscription Digital Marketing Solutions |
|
Digital Advertising |
|
Broadcast Advertising |
|
Other |
|
Corporate and Other Reconciling Items |
|
Total |
|
Operating income (loss) |
$ |
5,282 |
|
$ |
11,448 |
|
$ |
(13,081 |
) |
|
$ |
(427 |
) |
|
$ |
(13,881 |
) |
|
$ |
(10,659 |
) |
|
Depreciation and amortization |
|
325 |
|
|
147 |
|
|
3,263 |
|
|
|
35 |
|
|
|
947 |
|
|
|
4,717 |
|
|
Corporate expenses |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
6,604 |
|
|
|
6,604 |
|
|
Stock-based compensation |
|
152 |
|
|
143 |
|
|
240 |
|
|
|
4 |
|
|
|
1,811 |
|
|
|
2,350 |
|
|
Transaction and business realignment costs |
|
— |
|
|
— |
|
|
6 |
|
|
|
3 |
|
|
|
152 |
|
|
|
161 |
|
|
Impairment of intangible assets, investments, goodwill and
long-lived assets |
|
— |
|
|
— |
|
|
26,603 |
|
|
|
— |
|
|
|
4,367 |
|
|
|
30,970 |
|
|
Net gain on sale and retirement of assets |
|
— |
|
|
— |
|
|
(362 |
) |
|
|
— |
|
|
|
— |
|
|
|
(362 |
) |
| Adjusted Operating
Income (loss) |
$ |
5,759 |
|
$ |
11,738 |
|
$ |
16,669 |
|
|
$ |
(385 |
) |
|
$ |
— |
|
|
$ |
33,781 |
|
| |
Three Months Ended September 30,
2022 |
| |
(Unaudited) |
| |
Subscription Digital Marketing Solutions |
|
Digital Advertising |
|
Broadcast Advertising |
|
Other |
|
Corporate and Other Reconciling Items |
|
Total |
|
Operating income (loss) |
$ |
5,986 |
|
$ |
10,870 |
|
$ |
5,793 |
|
|
$ |
(272 |
) |
|
$ |
(7,845 |
) |
|
$ |
14,532 |
|
|
Depreciation and amortization |
|
321 |
|
|
150 |
|
|
3,301 |
|
|
|
26 |
|
|
|
669 |
|
|
|
4,467 |
|
|
Corporate expenses |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
5,744 |
|
|
|
5,744 |
|
|
Stock-based compensation |
|
137 |
|
|
20 |
|
|
109 |
|
|
|
2 |
|
|
|
454 |
|
|
|
722 |
|
|
Transaction and business realignment costs |
|
— |
|
|
— |
|
|
— |
|
|
|
6 |
|
|
|
998 |
|
|
|
1,004 |
|
|
Impairment of long-lived assets, intangible assets and
investments |
|
— |
|
|
— |
|
|
10,300 |
|
|
|
— |
|
|
|
— |
|
|
|
10,300 |
|
|
Net gain on sale and retirement of assets |
|
— |
|
|
— |
|
|
(99 |
) |
|
|
— |
|
|
|
(20 |
) |
|
|
(119 |
) |
| Adjusted Operating
Income (loss) |
$ |
6,444 |
|
$ |
11,040 |
|
$ |
19,404 |
|
|
$ |
(238 |
) |
|
$ |
— |
|
|
$ |
36,650 |
|
The following tables reconcile Operating income
(loss), the most directly comparable financial measure calculated
and presented in accordance with GAAP, to Adjusted Operating Income
by segment for the nine months ended September 30, 2023, and 2022
(in thousands):
| |
Nine Months Ended September 30,
2023 |
| |
(Unaudited) |
| |
Subscription Digital Marketing Solutions |
|
Digital Advertising |
|
Broadcast Advertising |
|
Other |
|
Corporate and Other Reconciling Items |
|
Total |
|
Operating income (loss) |
$ |
15,972 |
|
$ |
35,439 |
|
$ |
(22,399 |
) |
|
$ |
493 |
|
|
$ |
(40,754 |
) |
|
$ |
(11,249 |
) |
|
Depreciation and amortization |
|
980 |
|
|
479 |
|
|
10,245 |
|
|
|
104 |
|
|
|
2,688 |
|
|
|
14,496 |
|
|
Corporate expenses |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
18,911 |
|
|
|
18,911 |
|
|
Stock-based compensation |
|
431 |
|
|
258 |
|
|
622 |
|
|
|
10 |
|
|
|
4,907 |
|
|
|
6,228 |
|
|
Transaction and business realignment costs |
|
— |
|
|
— |
|
|
366 |
|
|
|
14 |
|
|
|
384 |
|
|
|
764 |
|
|
Impairment of intangible assets, investments, goodwill and
long-lived assets |
|
— |
|
|
— |
|
|
51,833 |
|
|
|
— |
|
|
|
13,864 |
|
|
|
65,697 |
|
|
Net gain on sale and retirement of assets |
|
— |
|
|
— |
|
|
(703 |
) |
|
|
— |
|
|
|
— |
|
|
|
(703 |
) |
| Adjusted Operating
Income |
$ |
17,383 |
|
$ |
36,176 |
|
$ |
39,964 |
|
|
$ |
621 |
|
|
$ |
— |
|
|
$ |
94,144 |
|
| |
Nine Months Ended September 30,
2022 |
| |
(Unaudited) |
| |
Subscription Digital Marketing Solutions |
|
Digital Advertising |
|
Broadcast Advertising |
|
Other |
|
Corporate and Other Reconciling Items |
|
Total |
|
Operating income (loss) |
$ |
18,195 |
|
$ |
29,911 |
|
$ |
24,786 |
|
|
$ |
487 |
|
|
$ |
(26,166 |
) |
|
$ |
47,213 |
|
|
Depreciation and amortization |
|
911 |
|
|
360 |
|
|
9,603 |
|
|
|
113 |
|
|
|
2,559 |
|
|
|
13,546 |
|
|
Corporate expenses |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
15,892 |
|
|
|
15,892 |
|
|
Stock-based compensation |
|
402 |
|
|
50 |
|
|
280 |
|
|
|
8 |
|
|
|
1,690 |
|
|
|
2,430 |
|
|
Transaction and business realignment costs |
|
— |
|
|
— |
|
|
— |
|
|
|
18 |
|
|
|
2,262 |
|
|
|
2,280 |
|
|
Impairment of long-lived assets, intangible assets and
investments |
|
— |
|
|
— |
|
|
16,258 |
|
|
|
120 |
|
|
|
3,819 |
|
|
|
20,197 |
|
|
Net gain on sale and retirement of assets |
|
— |
|
|
— |
|
|
(282 |
) |
|
|
— |
|
|
|
(56 |
) |
|
|
(338 |
) |
| Adjusted Operating
Income |
$ |
19,508 |
|
$ |
30,321 |
|
$ |
50,645 |
|
|
$ |
746 |
|
|
$ |
— |
|
|
$ |
101,220 |
|
Townsquare Media (NYSE:TSQ)
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Von Apr 2024 bis Mai 2024
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Von Mai 2023 bis Mai 2024
