Townsquare Reports Strong Start To 2021 With Digital Revenue, Growing +13% Year Over Year (+32% vs. 2019) And Adjusted EBITDA Growing +30% Year Over Year (+7% vs. 2019)

PURCHASE, N.Y., May 10, 2021 /PRNewswire/ — Townsquare Media, Inc. (NYSE: TSQ) («Townsquare», the «Company,» «we,» «us,» or «our»)…

PURCHASE, N.Y., May 10, 2021 /PRNewswire/ — Townsquare Media, Inc. (NYSE: TSQ) («Townsquare», the «Company,» «we,» «us,» or «our») announced today financial results for the first quarter ended March 31, 2021.

«We are extremely proud to report that Townsquare’s first quarter 2021 results approached, and in some cases exceeded, levels achieved in the pre-COVID first quarter of 2019, which surpassed our expectations and previously stated guidance.  In the first quarter of 2021, net revenue declined -5% year over year, and -1.6% excluding political and Live Events net revenue.  When excluding Live Events net revenue, first quarter net revenue increased +0.3% as compared to the first quarter of 2019. Total digital revenue growth accelerated to +13% year over year (+32% vs. Q1 2019), contributing nearly 49% of Townsquare’s total first quarter net revenue.  Our digital revenue growth was fueled by Townsquare Interactive (TSI), our digital marketing solutions subscription business, Townsquare Ignite, our digital programming advertising platform, and Townsquare Amped, digital advertising on our owned and operated brands, which increased revenue year over year by +15%, +12%, and +11%, respectively.  Impressively, TSI, Ignite, and Amped’s first quarter net revenue exceeded Q1 2019 revenue levels by +34%, +45%, and +15%, respectively. Over the next three years, we expect to grow our digital net revenue from $167 million (on a trailing twelve-month basis as of March 31, 2021) to $250 million,» commented Bill Wilson, Chief Executive Officer of Townsquare Media, Inc.  «The strong growth of our digital revenue, together with our strong expense management, led to Adjusted EBITDA increasing nearly +30% over the prior year.  I am especially proud to share that first quarter Adjusted EBITDA of $20.1 million is +$1.3 million, or +7%, higher than Q1 2019’s pro forma Adjusted EBITDA, and +$2.1 million, or +12%, higher when excluding profit from Live Events.»

First Quarter Highlights*

  • As compared to the first quarter of 2020:
    • Net revenue decreased 5.0%, and 4.1% excluding political revenue
    • Net revenue decreased 1.6% excluding political and Live Events net revenue
    • Net loss decreased $53.5 million to a net loss of $6.1 million
    • Adjusted EBITDA increased 29.7% to $20.1 million
    • Townsquare Interactive net subscription revenue increased 14.9% to $19.0 million
    • Townsquare Interactive Adjusted Operating Income increased 30.4% to $5.9 million
    • Advertising net revenue decreased 6.4% and 5.3% excluding political revenue
    • Live Events net revenue decreased 99.7%
  • Diluted income per share was $(0.35), and Adjusted Net Income per diluted share was $0.17
  • Generated Cash Flow from Operations of $19.4 million
  • Issued $550.0 million of 6.875% senior secured notes due 2026
  • Completed the repurchase of 100% of Oaktree Capital’s equity interest in the Company for $6.40 per security, representing a 19% discount to the pre-announcement share price (39% as of the March 9, 2021 closing date)
  • Townsquare Interactive added approximately 850 net subscribers, the 12th consecutive quarter of 850 or more net subscriber additions

*See below for discussion of non-GAAP measures. As used in this release, the term «pro forma» means pro forma for the divestiture of our Arizona Bridal Shows business (consisting of two expositions) on March 18, 2019, giving effect to such divestitures as if they had occurred on January 1, 2019.

Segment Reporting

We have three reportable operating segments, Townsquare Interactive, our digital marketing solutions subscription business, Advertising, which includes broadcast and digital advertising products and solutions, and Live Events, which is comprised of the Company’s live events, including concerts, expositions and other experiential events.

Quarter Ended March 31, 2021 Compared to the Quarter Ended March 31, 2020

Net Revenue

Net revenue for the quarter ended March 31, 2021 decreased $4.7 million, or 5.0%, to $88.8 million, as compared to $93.4 million in the same period last year. Townsquare Interactive net subscription revenue increased $2.5 million, or 14.9%, to $19.0 million, Advertising net revenue decreased $4.8 million, or 6.4%, to $69.8 million, and Live Events net revenue decreased $2.4 million, or 99.7%, to $7.0 thousand, each as compared to the same period last year. Excluding political revenue, net revenue decreased $3.8 million, or 4.1%, to $88.3 million, and Advertising net revenue decreased $3.9 million, or 5.3%, to $69.3 million.

Adjusted EBITDA

Adjusted EBITDA for the quarter ended March 31, 2021 increased $4.6 million, or 29.7% to $20.1 million, as compared to $15.5 million in the same period last year. Adjusted EBITDA (Excluding Political) increased $5.4 million, or 37.3%, to $19.7 million, as compared to $14.4 million in the same period last year.

Net Loss

Net loss for the quarter ended March 31, 2021 decreased $53.5 million to $6.1 million, as compared to net loss of $59.6 million in the same period last year.

Liquidity and Capital Resources

As of March 31, 2021, we had a total of $20.1 million of cash and cash equivalents and $550.0 million of outstanding indebtedness, representing 8.2x and 7.9x gross and net leverage, respectively, based on Adjusted EBITDA for the twelve months ended March 31, 2021 of $66.7 million.

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 net proceeds from the 2026 Notes, together with cash on hand, were used to repay: (i) borrowings under the 2015 senior secured credit facility, including $272.4 million principal amount of term loans and $2.1 million in accrued interest, (ii) $273.4 million of  principal amount of the 6.5% Unsecured Senior Notes due in 2023, a prepayment premium of $4.4 million and $5.1 million in accrued interest, and (iii), fees and expenses related thereto.

Oaktree Stock Repurchase

On March 9, 2021, the Company repurchased all of the outstanding securities held by Oaktree Capital Management L.P. and its affiliates («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 for an aggregate purchase price of $80.4 million, or $6.40 per security, and incurred fees related to the repurchase of the securities in the amount of $1.6 million.

The table below presents a summary, as of May 5, 2021, of our outstanding common stock, and securities convertible into common stock, excluding options issued under our 2014 Omnibus Incentive Plan.

Security


Number Outstanding


Description

Class A common stock


14,674,552



One vote per share.

Class B common stock


815,296



10 votes per share.1

Class C common stock


836,341



No votes.1

Warrants


162,696



Each warrant is exercisable for one share of Class A common stock, at an exercise price of $0.0001 per share. The aggregate exercise price for all warrants currently outstanding is $16.2

Total


16,488,885




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.

2 The warrants are fully vested and exercisable for shares of Class A common stock, subject to certain conditions, including compliance with FCC rules.

Conference Call

Townsquare Media, Inc. will host a conference call to discuss certain first quarter 2021 financial results on Monday, May 10, 2021 at 8:00 a.m. Eastern Time. The conference call dial-in number is 1-877-407-0784 (U.S. & Canada) or 1-201-689-8560 (International) and the confirmation code is 13719031. A live webcast of the conference call will also be available on the equity investor relations page of the Company’s website at www.townsquaremedia.com.

A replay of the conference call will be available through May 17, 2021. To access the replay, please dial 1-844-512-2921 (U.S. and Canada) or 1-412-317-6671 (International) and enter confirmation code 13719031. 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, digital marketing solutions and radio company focused outside the Top 50 markets in the U.S. Our assets include Townsquare Interactive, a digital marketing services subscription business providing websites, search engine optimization, social platforms and online reputation management for approximately 23,600 SMBs; Townsquare IGNITE, a proprietary digital programmatic advertising technology with an in-house demand and data management platform; and Townsquare Media, our portfolio of 322 local terrestrial radio stations in 67 cities with corresponding local news and entertainment websites and apps including legendary brands such as WYRK.com, WJON.com, and NJ101.5.com along with a network of national music brands including 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 Statements

Except for the historical information contained in this press release, the matters addressed are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements often discuss our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as «aim,» «anticipate,» «estimate,» «expect,» «forecast,» «outlook,» «potential,» «project,» «projection,» «plan,» «intend,» «seek,» «believe,» «may,» «could,» «would,» «will,» «should,» «can,» «can have,» «likely,» the negatives thereof and other words and terms. By nature, forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or implied by the forward-looking statement. Forward-looking statements are based on current expectations and assumptions and currently available data and are neither predictions nor guarantees of future events or performance. You should not place undue reliance on forward-looking statements, which speak only as of the date hereof or as of the date specified herein. Risks and uncertainties that could have a material impact on our business and financial results include, but are not limited to, general economic conditions in the United States, or in the specific markets in which we currently do business, industry conditions, legislative or regulatory requirements, the continuation or worsening of the effects from the COVID-19 pandemic, its scope, duration and impact on our business, financial results, cash flows and liquidity, as well as the impact on our clients and customers, the success of our mitigation efforts in response to the COVID-19 pandemic, our performance in any recovery from the COVID-19 pandemic, the performance of financial and credit markets, our ability to comply with the covenants and obligations under our outstanding debt, including meeting required payments of principal and interest, our ability to access debt or equity capital on attractive terms or at all, potential downgrades to our credit ratings, and certain other events, including future disease outbreaks and pandemics. See «Risk Factors» and «Forward-Looking Statements» included in our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 16, 2021, for a discussion of additional factors that could cause our actual results to differ from those expressed or implied by forward-looking statements. Townsquare Media, Inc. assumes no responsibility to update any forward-looking statement as a result of new information, future events or otherwise.

Non-GAAP Financial Measures and Definitions

In this press release, we refer to Adjusted Operating Income, Adjusted EBITDA, Adjusted EBITDA (Excluding Political), Adjusted Net Income and Adjusted Net Income Per Share which are financial measures that have not been prepared in accordance with generally accepted accounting principles in the United States («GAAP»).

We define Adjusted Operating Income as operating income before the deduction of depreciation and amortization, stock-based compensation, corporate expenses, transaction costs, business realignment costs, impairment of goodwill, long-lived and intangible assets and net loss (gain) on sale and retirement of assets. We define Adjusted EBITDA as net income (loss) before the deduction of income taxes, interest expense, net, repurchase of debt, transaction costs, depreciation and amortization, stock-based compensation, business realignment costs, impairment of goodwill, impairment of long-lived and intangible assets, impairment of investments, net (income) loss from discontinued operations, net of income taxes, 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 (loss) before the deduction of transaction costs, business realignment costs, impairment goodwill, impairment of long-lived and intangible assets, impairment of investments, net loss (gain) on sale and retirement of assets, gain on repurchase of debt and insurance recoveries, net income attributable to non-controlling interest, net of income taxes, and net loss from discontinued operations, 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 March 31, 2021, divided by our Adjusted EBITDA for the twelve months ended March 31, 2021. 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. Where we use the term «pro forma», it refers to pro forma financial information for our disposal of our Arizona Bridal Show business, as if the sale occurred on January 1, 2019.

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 (loss) gain on sale and retirement of assets, business realignment costs, certain impairments, and net income (loss) from discontinued operations. Further, while discretionary bonuses for members of management are not determined with reference to specific targets, our board of directors may consider Adjusted Operating Income, Adjusted EBITDA, Adjusted EBITDA (Excluding Political), Adjusted Net Income, Adjusted Net Income Per Share and Net Leverage when determining discretionary bonuses.

Investor Relations

Claire Yenicay

(203) 900-5555

investors@townsquaremedia.com

 

TOWNSQUARE MEDIA, INC.

CONSOLIDATED BALANCE SHEETS

(in Thousands, except share and per share data)

(unaudited)



March 31,

2021


December 31,

2020

ASSETS




Current assets:




   Cash and cash equivalents

$

20,118



$

83,229


Accounts receivable, net of allowance of $6,894 and $7,051, respectively

45,730



58,634


   Prepaid expenses and other current assets

10,793



12,428


Total current assets  

76,641



154,291


Property and equipment, net

109,500



111,871


Intangible assets, net

280,881



281,160


Goodwill

157,947



157,947


Investments

16,729



11,501


Operating lease right-of-use-assets

47,569



48,290


Other assets

1,315



2,948


Restricted cash

494



494


Total assets  

$

691,076



$

768,502


LIABILITIES AND STOCKHOLDERS’ EQUITY




Current liabilities:




  Accounts payable

$

15,733



$

9,056


  Deferred revenue

8,636



8,847


  Accrued compensation and benefits

7,890



12,462


  Accrued expenses and other current liabilities

24,706



21,427


  Operating lease liabilities, current

7,289



7,517


  Financing lease liabilities, current

65



64


  Accrued interest

9,031



6,350


  Liabilities of discontinued operations



33


Total current liabilities

73,350



65,756


Long-term debt, less current portion (net of deferred finance costs of $9,881 and $2,369, respectively)

540,119



543,428


Deferred tax liability

9,310



10,326


Operating lease liability, net of current portion

43,225



44,661


Financing lease liabilities, net of current portion

114



130


Other long-term liabilities

3,254



3,446


Total liabilities  

669,372



667,747


Stockholders’ equity:




Class A common stock, par value $0.01 per share; 300,000,000 shares authorized; 14,674,552 and 14,436,065 shares issued and outstanding, respectively

147



144


Class B common stock, par value $0.01 per share; 50,000,000 shares authorized; 815,296 and 2,966,669 shares issued and outstanding, respectively

8



30


Class C common stock, par value $0.01 per share; 50,000,000 shares authorized; 836,341 and 1,636,341 shares issued and outstanding, respectively

8



17


   Total common stock

163



191


   Additional paid-in capital

296,758



369,672


   Accumulated deficit

(279,151)



(272,602)


   Non-controlling interest  

3,934



3,494


Total stockholders’ equity  

21,704



100,755


Total liabilities and stockholders’ equity  

$

691,076



$

768,502


 

 

TOWNSQUARE MEDIA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in Thousands, Except Per Share Data)

(unaudited)



Three Months Ended March 31,


2021


2020

Net revenue

$

88,761



$

93,433


Operating costs and expenses:




Direct operating expenses, excluding depreciation, amortization, and stock-based compensation

64,527



71,550


Depreciation and amortization

4,729



5,284


Corporate expenses

4,134



6,390


Stock-based compensation

1,062



524


Transaction costs

4,715



1,027


Business realignment costs

190



1,711


Impairment of long-lived and intangible assets



79,060


Net loss (gain) on sale and retirement of assets

593



(2)


    Total operating costs and expenses

79,950



165,544


    Operating income (loss)

8,811



(72,111)


Other expense (income):




Interest expense, net

10,155



8,129


Loss on extinguishment and modification of debt

5,997




Other (income) expense, net

(337)



227


    Loss from operations before income taxes

(7,004)



(80,467)


Income tax benefit

(895)



(20,890)


Net loss

$

(6,109)



$

(59,577)


Net (loss) income attributable to:




     Controlling interests

$

(6,549)



$

(60,154)


     Non-controlling interests

$

440



$

577


Basic (loss) income per share:




    Attributable to common shares

$

(0.35)



$

(3.27)


    Attributable to participating shares

$



$

0.08


Diluted loss per share:

$

(0.35)



$

(3.27)






Weighted average shares outstanding:




     Basic attributable to common shares

18,602



18,582


     Basic attributable to participating shares

6,823



8,978


     Diluted

18,602



18,582


Cash dividend declared per share

$



$

0.075


 

 

TOWNSQUARE MEDIA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in Thousands)

(unaudited)



Three Months Ended March 31,


2021


2020

Cash flows from operating activities:




Net loss

$

(6,109)



$

(59,577)


Adjustments to reconcile loss from continuing operations to net cash flows from operating activities:




     Depreciation and amortization

4,729



5,284


     Amortization of deferred financing costs

328



379


     Lease related amortization

2,502



2,759


     Net deferred taxes and other

(1,016)



(21,010)


     Provision for doubtful accounts

350



802


     Stock-based compensation expense

1,062



524


     Loss on extinguishment and modification of debt

5,997




     Trade activity, net

(3,652)



(2,410)


     Impairment of long-lived and intangible assets



79,060


     Net loss on sale and retirement of assets

593



(2)


     Gain on insurance recoveries

(225)




     Gain on lease settlement

(233)




     Other

3




Changes in assets and liabilities, net of acquisitions:




   Accounts receivable

12,212



8,732


   Prepaid expenses and other assets

3,115



(481)


   Accounts payable

6,461



(1,238)


   Accrued expenses

(5,992)



(5,009)


   Accrued interest

2,681



4,572


   Other long-term liabilities

(3,356)



(2,875)


Net cash provided by operating activities – continuing operations 

19,450



9,510


Net cash used in operating activities – discontinued operations 

(33)



(175)


Net cash provided by operating activities

19,417



9,335


Cash flows from investing activities:




   Purchase of investments

(128)



(400)


   Purchase of property and equipment

(1,860)



(5,626)


   Proceeds from insurance recoveries

225




   Proceeds from sale of assets

316



2


Net cash used in investing activities

(1,447)



(6,024)


Cash flows from financing activities:




   Repayment of term loans

(272,381)




Repurchase of 2023 Notes

(273,416)




Proceeds from the issuance of 2026 Notes

550,000




Prepayment fee on 2023 Notes

(4,443)




   Deferred financing cost

(8,133)




   Repurchase of Oaktree securities

(80,394)




   Borrowings under the revolving credit facility



50,000


   Proceeds from stock options exercised

7,946



49


   Dividend payments



(2,067)


Transaction costs related to securities repurchase

(242)




   Cash distribution to non-controlling interests



(1)


   Repayments of capitalized obligations

(18)



(10)


      Net cash (used in) provided by financing activities

(81,081)



47,971


  Cash and cash equivalents and restricted cash:




      Net (decrease) increase in cash, cash equivalents and restricted cash

(63,111)



51,282


      Beginning of period

83,723



85,161


      End of period

$

20,612



$

136,443


 

 

TOWNSQUARE MEDIA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(in Thousands)

(unaudited)



Three Months Ended March 31,


2021


2020

Supplemental Disclosure of Cash Flow Information:




   Cash payments:




Interest  

$

7,150



$

3,437


Income taxes  

70








Supplemental Disclosure of Non-cash Activities:




  Investments acquired in exchange for advertising(1)

$

5,100



$

1,400


  Property and equipment acquired in exchange for advertising(1)

912




  Accrued capital expenditures

283



892


  Accrued financing fees

1,043




  Accrued transaction costs

1,312




  Dividends declared, but not paid during the period



2,098






Supplemental Disclosure of Cash Flow Information relating to Leases:




Cash paid for amounts included in the measurement of lease liabilities:




Operating cash flows from operating leases

$

2,773



$

2,701


Right-of-use assets obtained in exchange for lease obligations:




Operating leases

$

1,067



$

1,156






Reconciliation of cash, cash equivalents and restricted cash




Cash and cash equivalents

$

20,118



$

135,949


Restricted cash

494



494



$

20,612



$

136,443



(1)  Represents total advertising services to be provided by the Company in exchange for equity interests and property and equipment acquired during the three months ended March 31, 2021. As the advertising services are performed, revenue related to the services provided is reflected as a component of Trade activity, net within net cash provided by operating activities. As of March 31, 2021, $3.0 million in advertising services remain to be provided in future periods in exchange for equity interests acquired during the three months ended March 31, 2021.

 

 

TOWNSQUARE MEDIA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS BY SEGMENT

(in Thousands)

(unaudited)



Three Months Ended March 31,




2021


2020


% Change

Advertising net revenue

$

69,757



$

74,536



(6.4)

%

Townsquare Interactive net revenue

18,997



16,527



14.9

%

Live Events net revenue

7



2,370



(99.7)

%

Net revenue

88,761



93,433



(5.0)

%

Advertising direct operating expenses

51,395



57,719



(11.0)

%

Townsquare Interactive direct operating expenses

13,065



11,979



9.1

%

Live Events direct operating expenses

67



1,852



(96.4)

%

Direct operating expenses

64,527



71,550



(9.8)

%

Depreciation and amortization

4,729



5,284



(10.5)

%

Corporate expenses

4,134



6,390



(35.3)

%

Stock-based compensation

1,062



524



102.7

%

Transaction costs

4,715



1,027



**

Business realignment costs

190



1,711



(88.9)

%

Impairment of long-lived and intangible assets



79,060



**

Net loss (gain) on sale and retirement of assets

593



(2)



**

    Total operating costs and expenses

79,950



165,544



(51.7)

%

    Operating income (loss)

8,811



(72,111)



**

Other expense:






Interest expense, net

10,155



8,129



24.9

%

Loss on extinguishment and modification of debt

5,997





**

Other (income) expense, net

(337)



227



**

    Loss from operations before income taxes

(7,004)



(80,467)



**

Income tax benefit

(895)



(20,890)



**

Net loss

$

(6,109)



$

(59,577)



**


** not meaningful

 

The following table presents net revenue and Adjusted Operating Income by segment, for the three months ended March 31, 2021, and 2020, respectively (in thousands):


Three Months Ended March 31,




2021


2020


% Change

Advertising net revenue

$

69,757



$

74,536



(6.4)

%

Townsquare Interactive net revenue

18,997



16,527



14.9

%

Live Events net revenue

7



2,370



(99.7)

%

Net revenue

$

88,761



$

93,433



(5.0)

%

Advertising Adjusted Operating Income

18,362



16,817



9.2

%

Townsquare Interactive Adjusted Operating Income

5,932



4,548



30.4

%

Live Events Adjusted Operating (Loss) Income

(60)



518



**

Adjusted Operating Income

$

24,234



$

21,883



10.7

%


** not meaningful

 

The following table reconciles Net revenue to Net revenue, excluding political revenue on a GAAP basis by segment for the three months ended March 31, 2021, and 2020, respectively (in thousands):


Three Months Ended March 31,




2021


2020


% Change

Advertising net revenue

$

69,757



$

74,536



(6.4)

%

Townsquare Interactive net revenue

18,997



16,527



14.9

%

Live Events net revenue

7



2,370



(99.7)

%

Net revenue

$

88,761



$

93,433



(5.0)

%

Advertising political revenue

439



1,328



(66.9)

%

Townsquare Interactive political revenue





**

Live Events political revenue





**

Political revenue

$

439



$

1,328



(66.9)

%

Advertising net revenue (ex. political)

69,318



73,208



(5.3)

%

Townsquare Interactive net revenue (ex. political)

18,997



16,527



14.9

%

Live Events net revenue (ex. political)

7



2,370



**

Net revenue (ex. political)

$

88,322



$

92,105



(4.1)

%


** 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 months ended March 31, 2021, and 2020, respectively (in thousands, except per share data):


Three Months Ended March 31,


2021


2020

Net loss

$

(6,109)



$

(59,577)


Income tax benefit

(895)



(20,890)


Net loss from operations before income taxes

(7,004)



(80,467)


Transaction costs

4,715



1,027


Business realignment costs

190



1,711


Impairment of long-lived and intangible assets



79,060


Net loss (gain) on sale and retirement of assets

593



(2)


Loss on extinguishment and modification of debt

5,997




Net income attributable to non-controlling interest, net of income taxes

440



577


Adjusted net income before income taxes

4,931



1,906


   Provision for income taxes

630



495


Adjusted Net Income

$

4,301



$

1,411






Adjusted Net Income Per Share:




   Basic

$

0.23



$

0.08


   Diluted

$

0.17



$

0.05






Weighted average shares outstanding:




     Basic

18,602



18,582


     Diluted

25,425



27,560


 

The following table reconciles on a GAAP basis net loss, the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted EBITDA, Adjusted EBITDA (Excluding Political), and Adjusted EBITDA Less Interest, Capex and Taxes for the three months ended March 31, 2021, and 2020, respectively (dollars in thousands):


Three Months Ended March 31,


2021


2020

Net loss

$

(6,109)



$

(59,577)


Income tax benefit

(895)



(20,890)


Interest expense, net

10,155



8,129


Loss on extinguishment and modification of debt

5,997




Depreciation and amortization

4,729



5,284


Stock-based compensation

1,062



524


Transaction costs

4,715



1,027


Business realignment costs

190



1,711


Impairment of long-lived and intangible assets



79,060


Other (a)

256



225


Adjusted EBITDA

$

20,100



$

15,493


Political Adjusted EBITDA

(373)



(1,129)


Adjusted EBITDA (Excluding Political)

$

19,727



$

14,364


Political Adjusted EBITDA

373



1,129


Net cash paid for interest

(7,150)



(3,437)


Capital expenditures

(1,860)



(5,626)


Cash paid for taxes

(70)




Adjusted EBITDA Less Interest, Capex and Taxes

$

11,020



$

6,430



(a) Other includes net loss (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 March 31, 2021 (dollars in thousands):


Three Months Ended


Twelve

Months

Ended


June 30,

2020


September 30,

2020


December 31,

2020


March 31,

2021


March 31,

2021

Net (loss) income

$

(26,822)



$

1,311



$

4,537



$

(6,109)



$

(27,083)


  (Benefit) provision for income taxes

(12,605)



451



9,186



(895)



(3,863)


  Interest expense, net

7,892



7,692



7,707



10,155



33,446


  Gain on repurchase of debt

(1,159)









(1,159)


  Loss on extinguishment and modification of debt







5,997



5,997


  Depreciation and amortization

4,761



5,248



4,814



4,729



19,552


  Stock-based compensation

657



430



473



1,062



2,622


  Transaction costs

1,213



384



29



4,715



6,341


  Business realignment costs

456



472



450



190



1,568


  Impairment of long-lived and intangible assets

28,655



1,343







29,998


  Other (a)

(971)



173



(164)



256



(706)


Adjusted EBITDA

$

2,077



$

17,504



$

27,032



$

20,100



$

66,713



(a) Other includes net loss (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 March 31, 2021 and 2020 (in thousands):


Three Months ended March 31, 2021


Advertising


Townsquare Interactive


Live Events


Corporate and Other Reconciling Items


Total

Operating income (loss)

$

14,720



$

5,361



$

(125)



$

(11,145)



$

8,811


Depreciation and amortization

3,494



416



45



774



4,729


Corporate expenses







4,134



4,134


Stock-based compensation

148



155



6



753



1,062


Transaction costs







4,715



4,715


Business realignment costs





14



176



190


Net loss on sale and retirement of assets







593



593


Adjusted Operating Income (Loss)

$

18,362



$

5,932



$

(60)



$



$

24,234







Three Months ended March 31, 2020


Advertising


Townsquare Interactive


Live Events


Corporate and Other Reconciling Items


Total

Operating income (loss)

$

(65,495)



$

4,390



$

381



$

(11,387)



$

(72,111)


Depreciation and amortization

3,200



134



135



1,815



5,284


Corporate expenses







6,390



6,390


Stock-based compensation

52



24



2



446



524


Transaction costs







1,027



1,027


Business realignment costs







1,711



1,711


Impairment of long-lived and intangible assets

79,060









79,060


Net gain on sale and retirement of assets







(2)



(2)


Adjusted Operating Income

$

16,817



$

4,548



$

518



$



$

21,883


 

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SOURCE Townsquare Media, Inc.