Townsquare Media, Inc. (NYSE: TSQ) (“Townsquare”, the "Company,"
"we," "us," or "our") announced today its financial results for the
second quarter ended June 30, 2023.
“I am pleased to share that Townsquare’s digital
growth engine continued to drive results in the second quarter,
demonstrating its strength and resiliency, as we delivered second
quarter net revenue and Adjusted EBITDA that met our previously
issued guidance. In the second quarter, net revenue decreased -1%
year-over-year to $121 million (and was flat year-over-year
excluding political revenue), and Adjusted EBITDA decreased -12%
year-over-year to $29 million. In total, year-to-date Digital net
revenue increased +6% year-over-year (representing 52% of our total
1H 2023 net revenue) and total Digital Adjusted Operating Income
increased +11% year-over-year (representing 60% of our total 1H
2023 Adjusted Operating Income). With its differentiated and
sophisticated products and solutions, our Digital Advertising
segment was once again our largest driver of growth, increasing
second quarter net revenue by +11% year-over-year. Second quarter
Digital Advertising Adjusted Operating Income growth outpaced
revenue growth at +30% year-over-year, with profit margins
expanding to 35%,” commented Bill Wilson, Chief Executive Officer
of Townsquare Media, Inc. “Our year-to-date performance highlights
the strength of our Digital Advertising platform and solutions, and
validates our Digital First Local Media strategy, with a focus
exclusively on local markets outside of the Top 50.”
Mr. Wilson continued, “The strong cash
generation characteristics of our assets allowed us to produce $31
million of cash flow from operations in the first six months of
2023, an increase of $8 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 nearly 9% of our total shares
outstanding, repurchase and retire approximately $13 million of our
Unsecured Senior Notes at a discount, and pay a high-yielding
dividend to our shareholders during the first six months of the
year. We also ended the quarter with a strong cash balance of $50
million and net leverage of 4.36x, 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 November 1, 2023 to
shareholders of record as of the close of business on October 2,
2023.
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.
Second Quarter Highlights*
- As compared to the second quarter
of 2022:
- Net revenue decreased 0.6%
- Net income decreased
$7.6 million
- Adjusted EBITDA decreased
11.6%
- Total Digital net revenue increased
3.7%
- Subscription Digital Marketing
Solutions (“Townsquare Interactive”) net revenue decreased
7.5%
- Digital Advertising net revenue
increased 10.6%
- Total Digital Adjusted Operating
Income increased 14.7%
- Subscription Digital Marketing
Solutions Adjusted Operating Income decreased 9.9%
- Digital Advertising Adjusted
Operating Income increased 29.6%
- Broadcast Advertising net revenue
decreased 5.8%
- Diluted loss per share was $0.19,
and Adjusted Net Income per diluted share was $0.18
- Repurchased $0.8 million of
our 2026 Secured Senior Notes below par
- Repurchased 1.6 million shares
of the Company’s common stock for an average price of $9.79 per
share
Year-to-Date Highlights*
- As compared to the six months ended
June 30, 2022:
- Net revenue increased 1.0%
- Net income decreased $12.3
million
- Adjusted EBITDA decreased
11.7%
- Total Digital net revenue increased
5.8%
- Subscription Digital Marketing
Solutions net revenue decreased 4.5%
- Digital Advertising net revenue
increased 12.7%
- Total Digital Adjusted Operating
Income increased 11.5%
- Subscription Digital Marketing
Solutions Adjusted Operating Income decreased 11.0%
- Digital Advertising Adjusted
Operating Income increased 26.7%
- Broadcast Advertising net revenue
decreased 5.3%
- Repurchased an aggregate
$12.9 million of our 2026 Secured Senior Notes below par
- Repurchased 1.6 million shares
of the Company’s common stock for an average price of $9.79 per
share
*See below for discussion of non-GAAP
measures.
GuidanceFor the third quarter
of 2023, net revenue is expected to be between $115 million and
$117 million (-3.0% to -4.7% as compared to the prior year, and
-2.2% to -3.9% excluding political revenue), and Adjusted EBITDA is
expected to be between $27 million and $28 million.
For the full year 2023, net revenue guidance is
reaffirmed to be between approximately $450 million and $470
million (-2.8% to +1.5% as compared to the prior year), and
Adjusted EBITDA guidance is reaffirmed to be between approximately
$100 million and $110 million.
Quarter Ended
June 30, 2023 Compared to the Quarter
Ended June 30, 2022
Net RevenueNet revenue for the
three months ended June 30, 2023 decreased $0.7 million, or 0.6%,
to $121.2 million as compared to $121.9 million in the same period
in 2022. Broadcast Advertising net revenue decreased $3.3 million,
or 5.8%, and Subscription Digital Marketing Solutions net revenue
decreased $1.7 million, or 7.5%, as compared to the same period in
2022. These revenue declines were largely offset by Digital
Advertising net revenue which increased $4.0 million, or 10.6%, and
Other net revenue which increased $0.3 million, as compared to the
same period in 2022. Excluding political revenue of $0.4 million
and $1.5 million for the three months ended June 30, 2023 and 2022,
respectively, net revenue increased $0.4 million, or 0.3%, to
$120.8 million, Digital Advertising net revenue increased $4.1
million, or 11.0%, to $41.1 million, and Broadcast Advertising net
revenue decreased $2.3 million, or 4.1%, to $53.4 million.
Net (Loss) IncomeFor the
quarter ended June 30, 2023, we reported a net loss of
$2.7 million, as compared to net income of $4.9 million
in the same period last year, primarily due to a $16.8 million
increase in non-cash impairment charges to our FCC licenses and
investments, partially offset by an increase in other income, net
due to a $5.2 million gain on the sale of one of our
investments and an increase in the effective tax rate for the
current period. Adjusted Net Income decreased $9.9 million,
primarily due to the increase in the effective tax rate for the
current period, an increase in direct operating expenses and higher
compensation.
Adjusted EBITDAAdjusted EBITDA
for the three months ended June 30, 2023 decreased
$3.7 million, or 11.6%, to $28.6 million, as compared to $32.4
million in the same period last year. Adjusted EBITDA (Excluding
Political) decreased $2.8 million, or 9.0%, to $28.3 million,
as compared to $31.1 million in the same period last year.
Six Months Ended
June 30, 2023 Compared to the Six
Months Ended June 30, 2022
Net RevenueNet revenue for the
six months ended June 30, 2023, increased $2.2 million, or 1.0%, to
$224.3 million as compared to $222.2 million in the same period in
2022. Digital Advertising revenue increased $8.4 million, or 12.7%,
and our Other net revenue increased $1.3 million as compared to the
same period in 2022. These increases were partially offset by a
decrease in Broadcast Advertising Revenue of $5.6 million, or 5.3%,
and a $2.0 million, or 4.5%, decrease in Subscription Digital
Marketing Solutions net revenue. Excluding political revenue of
$0.6 million and $1.9 million for the six months ended June 30,
2023 and 2022, respectively, net revenue increased $3.5 million, or
1.6% to $223.7 million, Digital Advertising net revenue increased
$8.6 million, or 13.0%, to $74.8 million, and Broadcast Advertising
net revenue decreased $4.4 million, or 4.2%, to $99.1 million.
Net (Loss) IncomeNet income for
the six months ended June 30, 2023 decreased $12.3 million, or
160.6%, to a net loss of $4.6 million, as compared to net income of
$7.7 million in the same period last year, primarily driven by an
increase in non-cash impairment charges to our FCC licenses and
investments of $24.8 million. This increase was partially offset by
a $5.2 million gain on the sale of one of our investments and
an increase in the effective tax rate for the current period.
Adjusted Net Income decreased $11.5 million, primarily driven by
higher direct operating expenses and compensation and an increase
in the effective tax rate for the current period.
Adjusted EBITDAAdjusted EBITDA
for the six months ended June 30, 2023 decreased $6.4 million, or
11.7% to $48.1 million, as compared to $54.4 million in the same
period last year. Adjusted EBITDA (Excluding Political) decreased
$5.2 million, or 9.9%, to $47.5 million, as compared to $52.8
million in the same period last year.
Liquidity and Capital
ResourcesAs of June 30, 2023, we had a total of
$49.6 million of cash and cash equivalents and
$517.8 million of outstanding indebtedness, representing 4.82x
and 4.36x gross and net leverage, respectively, based on Adjusted
EBITDA for the twelve months ended June 30, 2023, of $107.4
million.
The table below presents a summary, as of
August 4, 2023, of our outstanding common stock.
Security |
|
Number Outstanding |
|
Description |
Class A common stock |
|
13,788,537 |
|
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 |
|
16,565,174 |
|
|
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 second
quarter 2023 financial results and 2023 guidance on Wednesday,
August 9, 2023 at 8:00 a.m. Eastern Time. The conference call
dial-in number is 1-888-886-7786 (U.S. & Canada) or
1-416-764-8658 (International) and the confirmation code is
78973744. 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 August
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 78973744. 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 27,400 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, impairment of intangibles and
long-lived assets, 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, impairment
of intangible assets, investments and long-lived assets, 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, impairment of
intangible assets, investments and long-lived assets, 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
June 30, 2023, divided by our Adjusted EBITDA for the twelve
months ended June 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) |
|
|
June 30, |
|
December 31, |
|
2023 |
|
2022 |
ASSETS |
|
|
|
Current assets: |
|
|
|
Cash and cash equivalents |
$ |
49,598 |
|
|
$ |
43,417 |
|
Accounts receivable, net of allowance of $5,507 and $5,946,
respectively |
|
62,537 |
|
|
|
61,234 |
|
Prepaid expenses and other current assets |
|
12,432 |
|
|
|
16,037 |
|
Total current assets |
|
124,567 |
|
|
|
120,688 |
|
Property and equipment,
net |
|
111,105 |
|
|
|
113,846 |
|
Intangible assets, net |
|
246,222 |
|
|
|
276,838 |
|
Goodwill |
|
161,481 |
|
|
|
161,385 |
|
Investments |
|
9,181 |
|
|
|
19,106 |
|
Operating lease right-of-use
assets |
|
49,692 |
|
|
|
50,962 |
|
Other assets |
|
1,366 |
|
|
|
1,197 |
|
Restricted cash |
|
499 |
|
|
|
496 |
|
Total assets |
$ |
704,113 |
|
|
$ |
744,518 |
|
LIABILITIES AND
STOCKHOLDERS’ EQUITY |
|
|
|
Current liabilities: |
|
|
|
Accounts payable |
$ |
4,707 |
|
|
$ |
4,127 |
|
Deferred revenue |
|
10,058 |
|
|
|
10,669 |
|
Accrued compensation and benefits |
|
10,183 |
|
|
|
14,831 |
|
Accrued expenses and other current liabilities |
|
25,900 |
|
|
|
17,876 |
|
Operating lease liabilities, current |
|
9,003 |
|
|
|
9,008 |
|
Accrued interest |
|
14,836 |
|
|
|
15,203 |
|
Total current liabilities |
|
74,687 |
|
|
|
71,714 |
|
Long-term debt, net of
deferred finance costs of $5,229 and $6,324, respectively |
|
512,606 |
|
|
|
524,442 |
|
Deferred tax liability |
|
10,275 |
|
|
|
18,748 |
|
Operating lease liability, net
of current portion |
|
44,113 |
|
|
|
45,107 |
|
Other long-term
liabilities |
|
13,053 |
|
|
|
15,428 |
|
Total liabilities |
|
654,734 |
|
|
|
675,439 |
|
Stockholders’ equity: |
|
|
|
Class A common stock, par value $0.01 per share; 300,000,000 shares
authorized; 13,668,428 and 12,964,312 shares issued and
outstanding, respectively |
|
136 |
|
|
|
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 |
|
164 |
|
|
|
173 |
|
Treasury stock, at cost; 89,568 and 0 shares of Class A common
stock, respectively |
|
(1,135 |
) |
|
|
— |
|
Additional paid-in capital |
|
303,720 |
|
|
|
309,645 |
|
Accumulated deficit |
|
(256,410 |
) |
|
|
(244,298 |
) |
Non-controlling interest |
|
3,040 |
|
|
|
3,559 |
|
Total stockholders’ equity |
|
49,379 |
|
|
|
69,079 |
|
Total liabilities and stockholders’ equity |
$ |
704,113 |
|
|
$ |
744,518 |
|
TOWNSQUARE MEDIA, INC. |
CONSOLIDATED STATEMENTS OF OPERATIONS |
(in Thousands, Except Per Share Data) |
(unaudited) |
|
|
Three Months Ended |
|
Six Months Ended |
|
June 30, |
|
June 30, |
|
|
2023 |
|
|
|
2022 |
|
|
|
2023 |
|
|
|
2022 |
|
Net revenue |
$ |
121,231 |
|
|
$ |
121,924 |
|
|
$ |
224,341 |
|
|
$ |
222,166 |
|
Operating costs and
expenses: |
|
|
|
|
|
|
|
Direct operating expenses, excluding depreciation, amortization,
and stock-based compensation |
|
85,654 |
|
|
|
83,833 |
|
|
|
163,978 |
|
|
|
157,596 |
|
Depreciation and amortization |
|
4,835 |
|
|
|
4,314 |
|
|
|
9,779 |
|
|
|
9,079 |
|
Corporate expenses |
|
6,962 |
|
|
|
5,739 |
|
|
|
12,307 |
|
|
|
10,148 |
|
Stock-based compensation |
|
2,106 |
|
|
|
839 |
|
|
|
3,878 |
|
|
|
1,708 |
|
Transaction and business realignment costs |
|
311 |
|
|
|
824 |
|
|
|
603 |
|
|
|
1,276 |
|
Impairment of intangible assets, investments and long-lived
assets |
|
26,240 |
|
|
|
9,419 |
|
|
|
34,727 |
|
|
|
9,897 |
|
Net (gain) loss on sale and retirement of assets |
|
(49 |
) |
|
|
89 |
|
|
|
(341 |
) |
|
|
(219 |
) |
Total operating costs and expenses |
|
126,059 |
|
|
|
105,057 |
|
|
|
224,931 |
|
|
|
189,485 |
|
Operating (loss) income |
|
(4,828 |
) |
|
|
16,867 |
|
|
|
(590 |
) |
|
|
32,681 |
|
Other expense (income): |
|
|
|
|
|
|
|
Interest expense, net |
|
9,314 |
|
|
|
10,044 |
|
|
|
18,872 |
|
|
|
20,071 |
|
Gain on repurchases of debt |
|
(44 |
) |
|
|
(108 |
) |
|
|
(819 |
) |
|
|
(108 |
) |
Other (income) expense, net |
|
(4,878 |
) |
|
|
806 |
|
|
|
(5,904 |
) |
|
|
2,394 |
|
(Loss) income from operations before tax |
|
(9,220 |
) |
|
|
6,125 |
|
|
|
(12,739 |
) |
|
|
10,324 |
|
Income tax (benefit) provision |
|
(6,520 |
) |
|
|
1,206 |
|
|
|
(8,098 |
) |
|
|
2,664 |
|
Net (loss) income |
$ |
(2,700 |
) |
|
$ |
4,919 |
|
|
$ |
(4,641 |
) |
|
$ |
7,660 |
|
|
|
|
|
|
|
|
|
Net (loss) income
attributable to: |
|
|
|
|
|
|
|
Controlling interests |
$ |
(3,200 |
) |
|
$ |
4,394 |
|
|
$ |
(5,621 |
) |
|
$ |
6,618 |
|
Non-controlling interests |
$ |
500 |
|
|
$ |
525 |
|
|
$ |
980 |
|
|
$ |
1,042 |
|
|
|
|
|
|
|
|
|
Basic (loss) income
per share |
$ |
(0.19 |
) |
|
$ |
0.26 |
|
|
$ |
(0.33 |
) |
|
$ |
0.39 |
|
|
|
|
|
|
|
|
|
Diluted (loss) income
per share |
$ |
(0.19 |
) |
|
$ |
0.24 |
|
|
$ |
(0.33 |
) |
|
$ |
0.35 |
|
|
|
|
|
|
|
|
|
Weighted average
shares outstanding: |
|
|
|
|
|
|
|
Basic |
|
17,221 |
|
|
|
16,986 |
|
|
|
17,212 |
|
|
|
16,891 |
|
Diluted |
|
17,221 |
|
|
|
18,695 |
|
|
|
17,212 |
|
|
|
19,177 |
|
|
|
|
|
|
|
|
|
Cash dividend declared per
share |
$ |
0.1875 |
|
|
$ |
— |
|
|
$ |
0.375 |
|
|
$ |
— |
|
TOWNSQUARE MEDIA, INC. |
CONSOLIDATED STATEMENTS OF CASH FLOWS |
(in Thousands) |
(unaudited) |
|
|
Six Months Ended June 30, |
|
|
2023 |
|
|
|
2022 |
|
Cash flows from operating
activities: |
|
|
|
Net (loss) income |
$ |
(4,641 |
) |
|
$ |
7,660 |
|
Adjustments to reconcile net
(loss) income to net cash provided by operating activities: |
|
|
|
Depreciation and amortization |
|
9,779 |
|
|
|
9,079 |
|
Amortization of deferred financing costs |
|
949 |
|
|
|
855 |
|
Non-cash lease expense (income) |
|
52 |
|
|
|
(251 |
) |
Net deferred taxes and other |
|
(8,473 |
) |
|
|
2,314 |
|
Provision for doubtful accounts |
|
2,564 |
|
|
|
494 |
|
Stock-based compensation expense |
|
3,878 |
|
|
|
1,708 |
|
Gain on repurchases of debt |
|
(819 |
) |
|
|
(108 |
) |
Trade activity, net |
|
(1,008 |
) |
|
|
(1,773 |
) |
Impairment of intangible assets, investments and long-lived
assets |
|
34,727 |
|
|
|
9,897 |
|
Realized gain on sale of digital assets |
|
(839 |
) |
|
|
— |
|
Gain on sale of investment |
|
(5,210 |
) |
|
|
— |
|
Unrealized (gain) loss on investment |
|
(112 |
) |
|
|
2,172 |
|
Content rights acquired |
|
— |
|
|
|
(19,320 |
) |
Amortization of content rights |
|
2,422 |
|
|
|
1,952 |
|
Change in content rights liabilities |
|
(659 |
) |
|
|
18,278 |
|
Other |
|
(596 |
) |
|
|
(283 |
) |
Changes in assets and
liabilities, net of acquisitions: |
|
|
|
Accounts receivable |
|
(3,453 |
) |
|
|
(5,984 |
) |
Prepaid expenses and other assets |
|
4,548 |
|
|
|
(507 |
) |
Accounts payable |
|
625 |
|
|
|
1,401 |
|
Accrued expenses |
|
(1,946 |
) |
|
|
(3,917 |
) |
Accrued interest |
|
(367 |
) |
|
|
(556 |
) |
Other long-term liabilities |
|
(15 |
) |
|
|
(106 |
) |
Net cash provided by operating activities |
|
31,406 |
|
|
|
23,005 |
|
Cash flows from investing
activities: |
|
|
|
Payment for acquisition |
|
— |
|
|
|
(18,419 |
) |
Purchase of property and equipment |
|
(7,136 |
) |
|
|
(7,627 |
) |
Purchase of investments |
|
— |
|
|
|
(100 |
) |
Purchase of digital assets |
|
— |
|
|
|
(4,997 |
) |
Proceeds from sale of digital assets |
|
2,975 |
|
|
|
— |
|
Proceeds from insurance recoveries |
|
372 |
|
|
|
11 |
|
Proceeds from sale of assets and investment related
transactions |
|
6,196 |
|
|
|
639 |
|
Net cash provided by (used in) investing
activities |
|
2,407 |
|
|
|
(30,493 |
) |
Cash flows from financing
activities: |
|
|
|
Repurchases of 2026 Notes |
|
(11,966 |
) |
|
|
(18,850 |
) |
Dividend payments |
|
(3,240 |
) |
|
|
— |
|
Proceeds from stock options exercised |
|
4,308 |
|
|
|
759 |
|
Withholdings for shares issued under the ESPP |
|
430 |
|
|
|
— |
|
Repurchases of stock |
|
(15,572 |
) |
|
|
(225 |
) |
Cash distribution to non-controlling interests |
|
(1,499 |
) |
|
|
(1,820 |
) |
Repayments of capitalized obligations |
|
(90 |
) |
|
|
(56 |
) |
Net cash (used in) financing activities |
|
(27,629 |
) |
|
|
(20,192 |
) |
Cash and cash equivalents and
restricted cash: |
|
|
|
Net increase (decrease) in cash, cash equivalents and
restricted cash |
|
6,184 |
|
|
|
(27,680 |
) |
Beginning of period |
|
43,913 |
|
|
|
50,999 |
|
End of period |
$ |
50,097 |
|
|
$ |
23,319 |
|
TOWNSQUARE MEDIA, INC. |
CONSOLIDATED STATEMENTS OF CASH FLOWS
(continued) |
(in Thousands) |
(unaudited) |
|
|
Six Months Ended |
|
June 30, |
|
|
2023 |
|
|
|
2022 |
|
Supplemental
Disclosure of Cash Flow Information: |
|
|
|
Cash payments: |
|
|
|
Interest |
$ |
19,054 |
|
|
$ |
19,508 |
|
Income taxes |
|
817 |
|
|
|
859 |
|
|
|
|
|
Supplemental
Disclosure of Non-cash Activities: |
|
|
|
Dividends declared, but not paid during the period |
$ |
3,148 |
|
|
$ |
— |
|
Investments acquired in exchange for advertising(1) |
|
— |
|
|
|
1,500 |
|
Property and equipment acquired in exchange for advertising(1) |
|
253 |
|
|
|
519 |
|
Accrued capital expenditures |
|
114 |
|
|
|
1,517 |
|
|
|
|
|
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 |
$ |
5,958 |
|
|
$ |
5,036 |
|
Right-of-use assets obtained in exchange for operating lease
obligations |
|
3,593 |
|
|
|
5,211 |
|
|
|
|
|
Reconciliation of cash, cash equivalents and restricted
cash |
|
|
|
Cash and cash equivalents |
$ |
49,598 |
|
|
$ |
22,825 |
|
Restricted cash |
|
499 |
|
|
|
494 |
|
|
$ |
50,097 |
|
|
$ |
23,319 |
|
(1) Represents total advertising services
provided by the Company in exchange for property and equipment and
equity interests acquired during each of the six months ended June
30, 2023 and 2022, respectively.
TOWNSQUARE MEDIA, INC. |
CONSOLIDATED STATEMENTS OF OPERATIONS BY
SEGMENT |
(in Thousands) |
(unaudited) |
|
|
Three Months Ended |
|
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
|
June 30, |
|
|
|
|
2023 |
|
|
|
2022 |
|
|
% Change |
|
|
2023 |
|
|
|
2022 |
|
|
% Change |
Subscription Digital Marketing Solutions |
$ |
21,268 |
|
|
$ |
22,983 |
|
|
(7.5 |
)% |
|
$ |
42,829 |
|
|
$ |
44,833 |
|
|
(4.5 |
)% |
Digital Advertising |
|
41,126 |
|
|
|
37,172 |
|
|
10.6 |
% |
|
|
74,833 |
|
|
|
66,390 |
|
|
12.7 |
% |
Broadcast Advertising |
|
53,720 |
|
|
|
57,001 |
|
|
(5.8 |
)% |
|
|
99,643 |
|
|
|
105,227 |
|
|
(5.3 |
)% |
Other |
|
5,117 |
|
|
|
4,768 |
|
|
7.3 |
% |
|
|
7,036 |
|
|
|
5,716 |
|
|
23.1 |
% |
Net
revenue |
|
121,231 |
|
|
|
121,924 |
|
|
(0.6 |
)% |
|
|
224,341 |
|
|
|
222,166 |
|
|
1.0 |
% |
Subscription Digital Marketing
Solutions Expenses |
|
15,243 |
|
|
|
16,293 |
|
|
(6.4 |
)% |
|
|
31,205 |
|
|
|
31,769 |
|
|
(1.8 |
)% |
Digital Advertising
expenses |
|
26,782 |
|
|
|
26,102 |
|
|
2.6 |
% |
|
|
50,395 |
|
|
|
47,109 |
|
|
7.0 |
% |
Broadcast Advertising
expenses |
|
38,983 |
|
|
|
37,544 |
|
|
3.8 |
% |
|
|
76,348 |
|
|
|
73,986 |
|
|
3.2 |
% |
Other expenses |
|
4,646 |
|
|
|
3,894 |
|
|
19.3 |
% |
|
|
6,030 |
|
|
|
4,732 |
|
|
27.4 |
% |
Direct operating expenses |
|
85,654 |
|
|
|
83,833 |
|
|
2.2 |
% |
|
|
163,978 |
|
|
|
157,596 |
|
|
4.0 |
% |
Depreciation and amortization |
|
4,835 |
|
|
|
4,314 |
|
|
12.1 |
% |
|
|
9,779 |
|
|
|
9,079 |
|
|
7.7 |
% |
Corporate expenses |
|
6,962 |
|
|
|
5,739 |
|
|
21.3 |
% |
|
|
12,307 |
|
|
|
10,148 |
|
|
21.3 |
% |
Stock-based compensation |
|
2,106 |
|
|
|
839 |
|
|
151.0 |
% |
|
|
3,878 |
|
|
|
1,708 |
|
|
127.0 |
% |
Transaction and business realignment costs |
|
311 |
|
|
|
824 |
|
|
(62.3 |
)% |
|
|
603 |
|
|
|
1,276 |
|
|
(52.7 |
)% |
Impairment of intangible assets, investments and long-lived
assets |
|
26,240 |
|
|
|
9,419 |
|
|
178.6 |
% |
|
|
34,727 |
|
|
|
9,897 |
|
|
250.9 |
% |
Net (gain) loss on sale and retirement of assets |
|
(49 |
) |
|
|
89 |
|
|
(155.1 |
)% |
|
|
(341 |
) |
|
|
(219 |
) |
|
55.7 |
% |
Total operating costs and expenses |
|
126,059 |
|
|
|
105,057 |
|
|
20.0 |
% |
|
|
224,931 |
|
|
|
189,485 |
|
|
18.7 |
% |
Operating (loss) income |
|
(4,828 |
) |
|
|
16,867 |
|
|
(128.6) |
% |
|
|
(590 |
) |
|
|
32,681 |
|
|
(101.8 |
)% |
Other expense (income): |
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
9,314 |
|
|
|
10,044 |
|
|
(7.3) |
% |
|
|
18,872 |
|
|
|
20,071 |
|
|
(6.0 |
)% |
Gain on repurchases of debt |
|
(44 |
) |
|
|
(108 |
) |
|
(59.3) |
% |
|
|
(819 |
) |
|
|
(108 |
) |
|
** |
Other (income) expense, net |
|
(4,878 |
) |
|
|
806 |
|
|
** |
|
|
(5,904 |
) |
|
|
2,394 |
|
|
** |
(Loss) income from operations before tax |
|
(9,220 |
) |
|
|
6,125 |
|
|
(250.5) |
% |
|
|
(12,739 |
) |
|
|
10,324 |
|
|
(223.4 |
)% |
Income tax (benefit)
provision |
|
(6,520 |
) |
|
|
1,206 |
|
|
(640.6) |
% |
|
|
(8,098 |
) |
|
|
2,664 |
|
|
(404.0 |
)% |
Net (loss)
income |
$ |
(2,700 |
) |
|
$ |
4,919 |
|
|
(154.9) |
% |
|
$ |
(4,641 |
) |
|
$ |
7,660 |
|
|
(160.6 |
)% |
** not meaningful
The following table presents Net revenue and
Adjusted Operating Income by segment, for the three and six months
ended June 30, 2023, and 2022, respectively (in thousands):
|
Three Months Ended |
|
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
|
June 30, |
|
|
|
(Unaudited) |
|
|
|
(Unaudited) |
|
|
|
|
2023 |
|
|
|
2022 |
|
|
% Change |
|
|
2023 |
|
|
|
2022 |
|
|
% Change |
Subscription Digital Marketing Solutions |
$ |
21,268 |
|
|
$ |
22,983 |
|
|
(7.5 |
)% |
|
$ |
42,829 |
|
|
$ |
44,833 |
|
|
(4.5 |
)% |
Digital Advertising |
|
41,126 |
|
|
|
37,172 |
|
|
10.6 |
% |
|
|
74,833 |
|
|
|
66,390 |
|
|
12.7 |
% |
Digital |
|
62,394 |
|
|
|
60,155 |
|
|
3.7 |
% |
|
|
117,662 |
|
|
|
111,223 |
|
|
5.8 |
% |
Broadcast Advertising |
|
53,720 |
|
|
|
57,001 |
|
|
(5.8 |
)% |
|
|
99,643 |
|
|
|
105,227 |
|
|
(5.3 |
)% |
Other |
|
5,117 |
|
|
|
4,768 |
|
|
7.3 |
% |
|
|
7,036 |
|
|
|
5,716 |
|
|
23.1 |
% |
Net
revenue |
$ |
121,231 |
|
|
$ |
121,924 |
|
|
(0.6 |
)% |
|
$ |
224,341 |
|
|
$ |
222,166 |
|
|
1.0 |
% |
Subscription Digital Marketing
Solutions |
$ |
6,025 |
|
|
$ |
6,690 |
|
|
(9.9 |
)% |
|
$ |
11,624 |
|
|
$ |
13,064 |
|
|
(11.0 |
)% |
Digital Advertising |
|
14,344 |
|
|
|
11,070 |
|
|
29.6 |
% |
|
|
24,438 |
|
|
|
19,281 |
|
|
26.7 |
% |
Digital |
|
20,369 |
|
|
|
17,760 |
|
|
14.7 |
% |
|
|
36,062 |
|
|
|
32,345 |
|
|
11.5 |
% |
Broadcast Advertising |
|
14,737 |
|
|
|
19,457 |
|
|
(24.3 |
)% |
|
|
23,295 |
|
|
|
31,241 |
|
|
(25.4 |
)% |
Other |
|
471 |
|
|
|
874 |
|
|
(46.1 |
)% |
|
|
1,006 |
|
|
|
984 |
|
|
2.2 |
% |
Adjusted Operating
Income |
$ |
35,577 |
|
|
$ |
38,091 |
|
|
(6.6 |
)% |
|
$ |
60,363 |
|
|
$ |
64,570 |
|
|
(6.5 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table reconciles Net revenue to
Net revenue, excluding political revenue on a GAAP basis by segment
for the three and six months ended June 30, 2023, and 2022,
respectively (in thousands):
|
Three Months Ended |
|
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
|
June 30, |
|
|
|
(Unaudited) |
|
|
|
(Unaudited) |
|
|
|
|
2023 |
|
|
|
2022 |
|
|
% Change |
|
|
2023 |
|
|
|
2022 |
|
|
% Change |
Subscription Digital Marketing Solutions |
$ |
21,268 |
|
|
$ |
22,983 |
|
|
(7.5 |
)% |
|
$ |
42,829 |
|
|
$ |
44,833 |
|
|
(4.5 |
)% |
Digital Advertising |
|
41,126 |
|
|
|
37,172 |
|
|
10.6 |
% |
|
|
74,833 |
|
|
|
66,390 |
|
|
12.7 |
% |
Digital |
|
62,394 |
|
|
|
60,155 |
|
|
3.7 |
% |
|
|
117,662 |
|
|
|
111,223 |
|
|
5.8 |
% |
Broadcast Advertising |
|
53,720 |
|
|
|
57,001 |
|
|
(5.8 |
)% |
|
|
99,643 |
|
|
|
105,227 |
|
|
(5.3 |
)% |
Other |
|
5,117 |
|
|
|
4,768 |
|
|
7.3 |
% |
|
|
7,036 |
|
|
|
5,716 |
|
|
23.1 |
% |
Net
revenue |
$ |
121,231 |
|
|
$ |
121,924 |
|
|
(0.6 |
)% |
|
$ |
224,341 |
|
|
$ |
222,166 |
|
|
1.0 |
% |
Subscription Digital Marketing
Solutions political revenue |
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
Digital Advertising political
revenue |
|
46 |
|
|
|
151 |
|
|
(69.5 |
)% |
|
|
61 |
|
|
|
197 |
|
|
(69.0 |
)% |
Broadcast Advertising
political revenue |
|
359 |
|
|
|
1,365 |
|
|
(73.7 |
)% |
|
|
557 |
|
|
|
1,751 |
|
|
(68.2 |
)% |
Other political revenue |
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
— |
|
Political
revenue |
$ |
405 |
|
|
$ |
1,516 |
|
|
(73.3 |
)% |
|
$ |
618 |
|
|
$ |
1,948 |
|
|
(68.3 |
)% |
Subscription Digital Marketing
Solutions net revenue (ex. political) |
$ |
21,268 |
|
|
$ |
22,983 |
|
|
(7.5 |
)% |
|
$ |
42,829 |
|
|
$ |
44,833 |
|
|
(4.5 |
)% |
Digital Advertising net
revenue (ex. political) |
|
41,080 |
|
|
|
37,021 |
|
|
11.0 |
% |
|
|
74,772 |
|
|
|
66,193 |
|
|
13.0 |
% |
Digital net revenue (ex. political) |
|
62,348 |
|
|
|
60,004 |
|
|
3.9 |
% |
|
|
117,601 |
|
|
|
111,026 |
|
|
5.9 |
% |
Broadcast Advertising
political net revenue (ex. political) |
|
53,361 |
|
|
|
55,636 |
|
|
(4.1 |
)% |
|
|
99,086 |
|
|
|
103,476 |
|
|
(4.2 |
)% |
Other net revenue (ex.
political) |
|
5,117 |
|
|
|
4,768 |
|
|
7.3 |
% |
|
|
7,036 |
|
|
|
5,716 |
|
|
23.1 |
% |
Net revenue (ex.
political) |
$ |
120,826 |
|
|
$ |
120,408 |
|
|
0.3 |
% |
|
$ |
223,723 |
|
|
$ |
220,218 |
|
|
1.6 |
% |
** 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 six months ended June 30, 2023, and 2022,
respectively (in thousands, except per share data):
|
Three Months Ended |
|
Six Months Ended |
|
June 30, |
|
June 30, |
|
(Unaudited) |
|
|
2023 |
|
|
|
2022 |
|
|
|
2023 |
|
|
|
2022 |
|
Net (loss) income |
$ |
(2,700 |
) |
|
$ |
4,919 |
|
|
$ |
(4,641 |
) |
|
$ |
7,660 |
|
Income tax (benefit)
provision |
|
(6,520 |
) |
|
|
1,206 |
|
|
|
(8,098 |
) |
|
|
2,664 |
|
(Loss) Income from
operations before taxes |
|
(9,220 |
) |
|
|
6,125 |
|
|
|
(12,739 |
) |
|
|
10,324 |
|
Transaction and business realignment costs |
|
311 |
|
|
|
824 |
|
|
|
603 |
|
|
|
1,276 |
|
Impairment of intangible assets, investments and long-lived
assets |
|
26,240 |
|
|
|
9,419 |
|
|
|
34,727 |
|
|
|
9,897 |
|
Net (gain) loss on sale and retirement of assets |
|
(49 |
) |
|
|
89 |
|
|
|
(341 |
) |
|
|
(219 |
) |
Gain on repurchases of debt |
|
(44 |
) |
|
|
(108 |
) |
|
|
(819 |
) |
|
|
(108 |
) |
Gain on sale of digital assets |
|
— |
|
|
|
— |
|
|
|
(839 |
) |
|
|
— |
|
Gain on sale of investments |
|
(5,210 |
) |
|
|
— |
|
|
|
(5,210 |
) |
|
|
— |
|
Change in fair value of investment |
|
(246 |
) |
|
|
664 |
|
|
|
(112 |
) |
|
|
2,172 |
|
Gain on insurance recoveries |
|
— |
|
|
|
— |
|
|
|
(372 |
) |
|
|
(11 |
) |
Net income attributable to non-controlling interest, net of income
taxes |
|
(500 |
) |
|
|
(525 |
) |
|
|
(980 |
) |
|
|
(1,042 |
) |
Adjusted net income
before income taxes |
|
11,282 |
|
|
|
16,488 |
|
|
|
13,918 |
|
|
|
22,289 |
|
Income tax provision |
|
7,978 |
|
|
|
3,246 |
|
|
|
8,847 |
|
|
|
5,751 |
|
Adjusted Net
Income |
$ |
3,304 |
|
|
$ |
13,242 |
|
|
$ |
5,071 |
|
|
$ |
16,538 |
|
|
|
|
|
|
|
|
|
Adjusted Net Income Per
Share: |
|
|
|
|
|
|
|
Basic |
$ |
0.19 |
|
|
$ |
0.78 |
|
|
$ |
0.29 |
|
|
$ |
0.98 |
|
Diluted |
$ |
0.18 |
|
|
$ |
0.71 |
|
|
$ |
0.29 |
|
|
$ |
0.86 |
|
|
|
|
|
|
|
|
|
Weighted average shares
outstanding: |
|
|
|
|
|
|
|
Basic |
|
17,221 |
|
|
|
16,986 |
|
|
|
17,212 |
|
|
|
16,891 |
|
Diluted |
|
18,567 |
|
|
|
18,695 |
|
|
|
17,779 |
|
|
|
19,177 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 six months ended
June 30, 2023, and 2022, respectively (dollars in thousands):
|
Three Months Ended |
|
Six Months Ended |
|
June 30, |
|
June 30, |
|
(Unaudited) |
|
|
2023 |
|
|
|
2022 |
|
|
|
2023 |
|
|
|
2022 |
|
Net (loss)
income |
$ |
(2,700 |
) |
|
$ |
4,919 |
|
|
$ |
(4,641 |
) |
|
$ |
7,660 |
|
Income tax (benefit) provision |
|
(6,520 |
) |
|
|
1,206 |
|
|
|
(8,098 |
) |
|
|
2,664 |
|
Interest expense, net |
|
9,314 |
|
|
|
10,044 |
|
|
|
18,872 |
|
|
|
20,071 |
|
Gain on repurchases of debt |
|
(44 |
) |
|
|
(108 |
) |
|
|
(819 |
) |
|
|
(108 |
) |
Depreciation and amortization |
|
4,835 |
|
|
|
4,314 |
|
|
|
9,779 |
|
|
|
9,079 |
|
Stock-based compensation |
|
2,106 |
|
|
|
839 |
|
|
|
3,878 |
|
|
|
1,708 |
|
Transaction and business realignment costs |
|
311 |
|
|
|
824 |
|
|
|
603 |
|
|
|
1,276 |
|
Impairment of intangible assets, investments and long-lived
assets |
|
26,240 |
|
|
|
9,419 |
|
|
|
34,727 |
|
|
|
9,897 |
|
Other (a) |
|
(4,927 |
) |
|
|
895 |
|
|
|
(6,245 |
) |
|
|
2,175 |
|
Adjusted
EBITDA |
$ |
28,615 |
|
|
$ |
32,352 |
|
|
$ |
48,056 |
|
|
$ |
54,422 |
|
Political Adjusted EBITDA |
|
(344 |
) |
|
|
(1,289 |
) |
|
|
(525 |
) |
|
|
(1,656 |
) |
Adjusted EBITDA
(Excluding Political) |
$ |
28,271 |
|
|
$ |
31,063 |
|
|
$ |
47,531 |
|
|
$ |
52,766 |
|
Political Adjusted EBITDA |
|
344 |
|
|
|
1,289 |
|
|
|
525 |
|
|
|
1,656 |
|
Net cash paid for interest |
|
(326 |
) |
|
|
(599 |
) |
|
|
(19,054 |
) |
|
|
(19,508 |
) |
Capital expenditures |
|
(3,497 |
) |
|
|
(4,862 |
) |
|
|
(7,136 |
) |
|
|
(7,627 |
) |
Cash paid for taxes |
|
(813 |
) |
|
|
(811 |
) |
|
|
(817 |
) |
|
|
(859 |
) |
Adjusted EBITDA Less
Interest, Capex and Taxes |
$ |
23,979 |
|
|
$ |
26,080 |
|
|
$ |
21,049 |
|
|
$ |
26,428 |
|
(a) Other includes net (gain) loss 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 June 30, 2023 (dollars
in thousands):
|
Three Months Ended |
|
Twelve Months Ended |
|
(Unaudited) |
|
September 30, |
|
December 31, |
|
March 31, |
|
June 30, |
|
June 30, |
|
2022 |
|
2022 |
|
2023 |
|
2023 |
|
2023 |
Net income (loss) |
$ |
2,798 |
|
|
$ |
3,932 |
|
|
$ |
(1,941 |
) |
|
$ |
(2,700 |
) |
|
$ |
2,089 |
|
Income tax provision
(benefit) |
|
2,275 |
|
|
|
(5,503 |
) |
|
|
(1,578 |
) |
|
|
(6,520 |
) |
|
|
(11,326 |
) |
Interest expense, net |
|
9,967 |
|
|
|
9,790 |
|
|
|
9,558 |
|
|
|
9,314 |
|
|
|
38,629 |
|
Gain on repurchases of debt |
|
— |
|
|
|
— |
|
|
|
(775 |
) |
|
|
(44 |
) |
|
|
(819 |
) |
Depreciation and amortization |
|
4,467 |
|
|
|
5,498 |
|
|
|
4,944 |
|
|
|
4,835 |
|
|
|
19,744 |
|
Stock-based compensation |
|
722 |
|
|
|
1,367 |
|
|
|
1,772 |
|
|
|
2,106 |
|
|
|
5,967 |
|
Transaction and business realignment costs |
|
1,004 |
|
|
|
2,168 |
|
|
|
292 |
|
|
|
311 |
|
|
|
3,775 |
|
Impairment of intangible assets, investments and long-lived
assets |
|
10,300 |
|
|
|
10,917 |
|
|
|
8,487 |
|
|
|
26,240 |
|
|
|
55,944 |
|
Other (a) |
|
(627 |
) |
|
|
221 |
|
|
|
(1,318 |
) |
|
|
(4,927 |
) |
|
|
(6,651 |
) |
Adjusted
EBITDA |
$ |
30,906 |
|
|
$ |
28,390 |
|
|
$ |
19,441 |
|
|
$ |
28,615 |
|
|
$ |
107,352 |
|
(a) Other includes net (gain) loss 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
by segment for the three months ended June 30, 2023, and 2022 (in
thousands):
|
Three Months Ended June 30,
2023 |
|
(Unaudited) |
|
Subscription Digital Marketing Solutions |
|
Digital Advertising |
|
Broadcast Advertising |
|
Other |
|
|
Corporate and Other Reconciling Items |
|
Total |
Operating income (loss) |
$ |
5,547 |
|
|
$ |
14,106 |
|
|
$ |
(5,724 |
) |
|
$ |
434 |
|
|
$ |
(19,191 |
) |
|
$ |
(4,828 |
) |
Depreciation and amortization |
|
327 |
|
|
|
168 |
|
|
|
3,382 |
|
|
|
33 |
|
|
|
925 |
|
|
|
4,835 |
|
Corporate expenses |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
6,962 |
|
|
|
6,962 |
|
Stock-based compensation |
|
151 |
|
|
|
70 |
|
|
|
218 |
|
|
|
4 |
|
|
|
1,663 |
|
|
|
2,106 |
|
Transaction and business realignment costs |
|
— |
|
|
|
— |
|
|
|
167 |
|
|
|
— |
|
|
|
144 |
|
|
|
311 |
|
Impairment of intangible assets, investments and long-lived
assets |
|
— |
|
|
|
— |
|
|
|
16,743 |
|
|
|
— |
|
|
|
9,497 |
|
|
|
26,240 |
|
Net gain on sale and retirement of assets |
|
— |
|
|
|
— |
|
|
|
(49 |
) |
|
|
— |
|
|
|
— |
|
|
|
(49 |
) |
Adjusted Operating
Income |
$ |
6,025 |
|
|
$ |
14,344 |
|
|
$ |
14,737 |
|
|
$ |
471 |
|
|
$ |
— |
|
|
$ |
35,577 |
|
|
Three Months Ended June 30,
2022 |
|
(Unaudited) |
|
Subscription Digital Marketing Solutions |
|
Digital Advertising |
|
Broadcast Advertising |
|
Other |
|
Corporate and Other Reconciling Items |
|
Total |
Operating income (loss) |
$ |
6,244 |
|
|
$ |
10,910 |
|
|
$ |
10,176 |
|
|
$ |
816 |
|
|
$ |
(11,279 |
) |
|
$ |
16,867 |
|
Depreciation and amortization |
|
313 |
|
|
|
145 |
|
|
|
3,157 |
|
|
|
49 |
|
|
|
650 |
|
|
|
4,314 |
|
Corporate expenses |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5,739 |
|
|
|
5,739 |
|
Stock-based compensation |
|
133 |
|
|
|
15 |
|
|
|
84 |
|
|
|
3 |
|
|
|
604 |
|
|
|
839 |
|
Transaction and business realignment costs |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
6 |
|
|
|
818 |
|
|
|
824 |
|
Impairment of intangible assets, investments and long-lived
assets |
|
— |
|
|
|
— |
|
|
|
5,951 |
|
|
|
— |
|
|
|
3,468 |
|
|
|
9,419 |
|
Net loss on sale and retirement of assets |
|
— |
|
|
|
— |
|
|
|
89 |
|
|
|
— |
|
|
|
— |
|
|
|
89 |
|
Adjusted Operating
Income |
$ |
6,690 |
|
|
$ |
11,070 |
|
|
$ |
19,457 |
|
|
$ |
874 |
|
|
$ |
— |
|
|
$ |
38,091 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 six months ended June 30, 2023, and 2022 (in
thousands):
|
Six Months Ended June 30,
2023 |
|
(Unaudited) |
|
Subscription Digital Marketing Solutions |
|
Digital Advertising |
|
Broadcast Advertising |
|
Other |
|
Corporate and Other Reconciling Items |
|
Total |
Operating income (loss) |
$ |
10,690 |
|
|
$ |
23,991 |
|
|
$ |
(9,318 |
) |
|
$ |
920 |
|
|
$ |
(26,873 |
) |
|
$ |
(590 |
) |
Depreciation and amortization |
|
655 |
|
|
|
332 |
|
|
|
6,982 |
|
|
|
69 |
|
|
|
1,741 |
|
|
|
9,779 |
|
Corporate expenses |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
12,307 |
|
|
|
12,307 |
|
Stock-based compensation |
|
279 |
|
|
|
115 |
|
|
|
382 |
|
|
|
6 |
|
|
|
3,096 |
|
|
|
3,878 |
|
Transaction and business realignment costs |
|
— |
|
|
|
— |
|
|
|
360 |
|
|
|
11 |
|
|
|
232 |
|
|
|
603 |
|
Impairment of intangible assets, investments and long-lived
assets |
|
— |
|
|
|
— |
|
|
|
25,230 |
|
|
|
— |
|
|
|
9,497 |
|
|
|
34,727 |
|
Net gain on sale and retirement of assets |
|
— |
|
|
|
— |
|
|
|
(341 |
) |
|
|
— |
|
|
|
— |
|
|
|
(341 |
) |
Adjusted Operating
Income |
$ |
11,624 |
|
|
$ |
24,438 |
|
|
$ |
23,295 |
|
|
$ |
1,006 |
|
|
$ |
— |
|
|
$ |
60,363 |
|
|
Six Months Ended June 30,
2022 |
|
(Unaudited) |
|
Subscription Digital Marketing Solutions |
|
Digital Advertising |
|
Broadcast Advertising |
|
Other |
|
Corporate and Other Reconciling Items |
|
Total |
Operating income (loss) |
$ |
12,209 |
|
|
$ |
19,041 |
|
|
$ |
18,993 |
|
|
$ |
759 |
|
|
$ |
(18,321 |
) |
|
$ |
32,681 |
|
Depreciation and amortization |
|
590 |
|
|
|
210 |
|
|
|
6,302 |
|
|
|
87 |
|
|
|
1,890 |
|
|
|
9,079 |
|
Corporate expenses |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
10,148 |
|
|
|
10,148 |
|
Stock-based compensation |
|
265 |
|
|
|
30 |
|
|
|
171 |
|
|
|
6 |
|
|
|
1,236 |
|
|
|
1,708 |
|
Transaction and business realignment costs |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
12 |
|
|
|
1,264 |
|
|
|
1,276 |
|
Impairment of intangible assets, investments and long-lived
assets |
|
— |
|
|
|
— |
|
|
|
5,958 |
|
|
|
120 |
|
|
|
3,819 |
|
|
|
9,897 |
|
Net gain on sale and retirement of assets |
|
— |
|
|
|
— |
|
|
|
(183 |
) |
|
|
— |
|
|
|
(36 |
) |
|
|
(219 |
) |
Adjusted Operating
Income |
$ |
13,064 |
|
|
$ |
19,281 |
|
|
$ |
31,241 |
|
|
$ |
984 |
|
|
$ |
— |
|
|
$ |
64,570 |
|
Townsquare Media (NYSE:TSQ)
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