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Townsquare Reports Second Quarter 2017 Results

August 9, 2017 7:00 AM EDT

GREENWICH, Conn., Aug. 9, 2017 /PRNewswire/ -- Townsquare Media, Inc. (NYSE: TSQ) ("Townsquare," the "Company," "we," "us," or "our") announced today financial results for the second quarter ended June 30, 2017.

Townsquare Media, Inc.

"We are pleased to report another solid quarter that was in line with our expectations," commented Steven Price, Chairman and Chief Executive Officer of Townsquare.  "In the second quarter, net revenue increased 2.6%, and net income and Adjusted EBITDA were approximately flat.  Our second quarter performance was anchored by our Local Marketing Solutions segment, where revenue increased 4.3% over the prior year, and 4.8% excluding political revenue.  Our results in this segment are representative of the continued strength of our local advertiser solutions and the strength our local teams."

Second Quarter Highlights*

  • As compared to the second quarter of 2016:
    • Net revenue increased 2.6%, consistent with previously issued guidance
    • Local Marketing Solutions net revenue increased 4.3%
    • Entertainment net revenue was approximately flat
    • Net income was approximately flat
    • Adjusted EBITDA was approximately flat, consistent with previously issued guidance
  • Diluted net income and diluted Adjusted Net Income Per Share of $0.20 and $0.21, respectively

Year to Date Highlights*

  • As compared to the first half of 2016:
    • Net revenue decreased 1.1%
    • Local Marketing Solutions net revenue increased 2.9%
    • Entertainment net revenue decreased 10.2%
    • Net income decreased 39.4%
    • Adjusted EBITDA decreased 5.0%
  • Repaid $6.7 million of long-term debt

* See below for discussion of non-GAAP measures and reconciliations to GAAP measures.

Segment ReportingWe have two reportable segments, Local Marketing Solutions, which provides broadcast and digital products and solutions to advertisers and businesses within our local markets, and Entertainment, which provides live event experiences and music and lifestyle content directly to consumers, and promotion, advertising and product activations to local and national advertisers.

Quarter Ended June 30, 2017 Compared to the Quarter Ended June 30, 2016

Net RevenueNet revenue for the quarter ended June 30, 2017 increased $3.5 million, or 2.6%, to $140.7 million, as compared to $137.2 million in the same period last year.  Local Marketing Solutions net revenue increased $3.8 million, or 4.3%, to $90.5 million and Entertainment net revenue decreased $0.2 million, or 0.5%, to $50.2 million, due to revenue declines in certain of our live events and in our national digital business.  Excluding political revenue, net revenue increased $3.9 million, or 2.9%, to $140.1 million and Local Marketing Solutions net revenue increased $4.2 million, or 4.8%.

Net IncomeNet income for the quarter ended June 30, 2017 decreased $39 thousand, or 0.7%, to $5.6 million as compared to $5.6 million in the same period last year.

Adjusted EBITDAAdjusted EBITDA for the quarter ended June 30, 2017 increased $0.1 million, or 0.2%, to $25.3 million as compared to $25.3 million in the same period last year.

Six Months Ended June 30, 2017 Compared to the Six Months Ended June 30, 2016

Net RevenueNet revenue for the six months ended June 30, 2017 decreased $2.5 million, or 1.1%, to $229.1 million, as compared to $231.6 million in the same period last year.  Local Marketing Solutions net revenue increased $4.6 million, or 2.9%, to $166.5 million and Entertainment net revenue decreased $7.1 million, or 10.2%, to $62.5 million, in part due to revenue declines in our live events business, in part due to the prior year sale of certain live events, in addition to revenue declines in our national digital business.  Excluding political revenue and the sale of certain live events, net revenue increased $0.1 million, or 0.0%, to $228.0 million, Local Marketing Solutions net revenue increased $5.9 million, or 3.7%, to $165.5 million and Entertainment net revenue decreased $5.9 million, or 8.6%, to $62.5 million.

Net IncomeNet income for the six months ended June 30, 2017 decreased $1.7 million, or 39.4%, to $2.6 million, as compared to $4.2 million in the same period last year.

Adjusted EBITDAAdjusted EBITDA for the six months ended June 30, 2017 decreased $1.9 million, or 5.0%, to $35.4 million, as compared to $37.2 million in the same period last year.

Liquidity and Capital ResourcesAs of June 30, 2017, we had a total of $31.1 million of cash on hand and $50.0 million of available borrowing capacity under our revolving credit facility. As of June 30, 2017, we had $571.9 million of outstanding indebtedness, representing 5.5x and 5.2x gross and net leverage, respectively, based on Adjusted EBITDA for the twelve months ended June 30, 2017 of $104.9 million.

The table below presents a summary, as of August 8, 2017, of our outstanding common stock and securities convertible into common stock, excluding options issued under our 2014 Omnibus Incentive Plan.

Security

Number Outstanding1

Description

Class A common stock

13,819,639

One vote per share.

Class B common stock

3,022,484

10 votes per share.2

Class C common stock

1,636,341

No votes.2

Warrants

8,977,676

Each warrant is exercisable for one share of Class A common stock, at an exercise price of $0.0001 per share. The aggregate exercise price for all warrants currently outstanding is $898.3

Total

27,456,140

1 Each of the shares of common stock listed below, including the shares of Class A common stock issuable upon exercise of the warrants, has equal economic rights.

2 Each share converts into 1 share of Class A common stock upon transfer or at the option of the holder, subject to certain conditions, including compliance with FCC rules.

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

 

Conference CallTownsquare Media, Inc. will host a conference call to discuss certain second quarter 2017 financial results on Wednesday, August 9, 2017 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 13667230. 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 August 16, 2017. To access the replay, please dial 1-844-512-2921 (U.S. & Canada) or 1-412-317-6671 (International) and enter confirmation code 13667230. A web-based archive of the conference call will also be available at the above website for thirty days after the call.

About Townsquare Media, Inc.Townsquare is a media, entertainment and digital marketing solutions company principally focused on small and mid-sized markets across the U.S. Our assets include 312 radio stations and more than 325 local websites in 66 U.S. markets, a digital marketing solutions company serving approximately 11,750 small to medium sized businesses, approximately 550 live events with nearly 18 million attendees each year in the U.S. and Canada, and one of the largest digital advertising networks focused on music and entertainment reaching more than 50 million unique visitors each month. Our brands include iconic local media assets such as WYRK, KLAQ, K2 and NJ101.5; acclaimed music festivals such as Mountain Jam, WE Fest and the Taste of Country Music Festival;  unique touring lifestyle and entertainment events such as the America on Tap craft beer festival series, the Insane Inflatable 5K obstacle race series and North American Midway Entertainment, North America's largest mobile amusement company; and leading tastemaker music and entertainment owned and affiliated websites such as XXLmag.com, TasteofCountry.com, Loudwire.com and BrooklynVegan.com. For more information, please visit www.townsquaremedia.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. 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. See "Risk Factors" and "Forward-Looking Statements" included in our Annual Report on Form 10-K for the year ended December 31, 2016, filed with the Securities and Exchange Commission on or about the date hereof, for a discussion of 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, except as required by law.

Non-GAAP Financial Measures and DefinitionsIn this press release, we refer to Adjusted EBITDA, Adjusted EBITDA Less Interest, Capex and Taxes, 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 EBITDA as net income (loss) before the deduction of income taxes, other (income) expense (net), interest expense, cancellation and (repurchase) of debt, transaction costs, stock-based compensation, net (gain) loss on sale of assets, impairment of FCC licenses, impairment on investment and depreciation and amortization. Adjusted EBITDA Less Interest, Capex and Taxes is defined as Adjusted EBITDA less net cash interest expense, capital expenditures and cash paid for taxes. Adjusted Net Income is defined as net income (loss) before the deduction of income taxes, transaction costs, net (gain) loss on sale of assets and cancellation and (repurchase) of debt.  Adjusted Net Income Per Share is defined as Adjusted Net Income divided by the weighted average shares outstanding. These measures do not represent, and should not be considered as alternatives to, net income (loss) or cash flows from operations, as determined under GAAP.  In addition, these non-GAAP measures may not be comparable to similarly-named measures reported by other companies.  Reconciliations of these non-GAAP measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are set forth in the tables below.

We use Adjusted EBITDA 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. We use Adjusted Net Income and Adjusted Net Income Per Share to assess total company operating performance on a consistent basis.  We believe that this measure, when considered together with our GAAP financial results, provides 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 of assets and cancellation and (repurchase) of debt.  Further, while discretionary bonuses for members of management are not determined with reference to specific targets, our Board of Directors may consider Adjusted EBITDA, Adjusted EBITDA Less Interest, Capex and Taxes, Adjusted Net Income and Adjusted Net Income Per Share when determining discretionary bonuses.

Investor RelationsClaire Yenicay(203) 900-5555[email protected]

 

 

TOWNSQUARE MEDIA, INC.

CONSOLIDATED BALANCE SHEETS

(in Thousands, Except Share and Per Share Data)

(unaudited)

June 30, 2017

December 31, 2016

ASSETS

Current assets:

Cash

$

31,072

$

51,540

Accounts receivable, net of allowance of $1,468 and $1,433, respectively

66,536

59,642

Prepaid expenses and other current assets

13,374

11,445

Total current assets

110,982

122,627

Property and equipment, net

142,659

139,607

Intangible assets, net

512,549

513,915

Goodwill

295,266

292,953

Investments

4,563

4,313

Other assets

9,967

7,290

Total assets

$

1,075,986

$

1,080,705

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable

$

9,357

$

10,602

Current portion of long-term debt

5

6,901

Deferred revenue

17,721

17,213

Accrued expenses and other current liabilities

23,397

25,813

Accrued interest

4,586

4,622

Total current liabilities

55,066

65,151

Long-term debt, less current portion (net of deferred financing costs of $7,504 and $8,006, respectively)

564,439

564,315

Deferred tax liability

52,814

50,967

Other long-term liabilities

9,804

10,221

Total liabilities

682,123

690,654

Stockholders' equity:

Class A common stock, par value $0.01 per share; 300,000,000 shares authorized; 13,819,639 and 13,735,690 shares issued and outstanding, respectively

138

137

    Class B common stock, par value $0.01 per share; 50,000,000 shares authorized; 3,022,484 shares      issued and outstanding, respectively

30

30

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

17

17

    Total common stock

185

184

    Additional paid-in capital

366,663

365,434

    Retained earnings

26,567

24,450

    Accumulated other comprehensive loss

(608)

(722)

    Non-controlling interest

1,056

705

Total stockholders' equity

393,863

390,051

Total liabilities and stockholders' equity

$

1,075,986

$

1,080,705

 

 

TOWNSQUARE MEDIA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in Thousands, Except Per Share Data)

(unaudited)

Three Months Ended June 30,

Six Months EndedJune 30,

2017

2016

2017

2016

Net revenue

$

140,663

$

137,157

$

229,080

$

231,589

Operating costs and expenses:

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

108,724

105,594

181,735

182,498

Depreciation and amortization

6,836

6,003

13,226

12,126

Corporate expenses

6,635

6,313

11,984

11,870

Stock-based compensation

183

204

371

457

Transaction costs

190

181

389

350

Net loss on sale and retirement of assets

716

1,079

714

713

    Total operating costs and expenses

123,284

119,374

208,419

208,014

    Operating income

17,379

17,783

20,661

23,575

Other expense (income):

Interest expense, net

7,990

8,881

16,244

17,446

Repurchase of debt

(427)

(461)

Other expense (income), net

16

44

49

(403)

    Income before income taxes

9,373

9,285

4,368

6,993

Provision for income taxes

3,810

3,683

1,813

2,776

Net income

$

5,563

$

5,602

$

2,555

$

4,217

Net income attributable to:

     Controlling interests

$

5,168

$

5,451

$

2,117

$

4,007

     Non-controlling interests

395

151

438

210

Net income per share:

     Basic

$

0.30

$

0.31

$

0.14

$

0.23

     Diluted

$

0.20

$

0.20

$

0.09

$

0.15

Weighted average shares outstanding:

     Basic

18,470

18,365

18,450

18,114

     Diluted

28,445

27,438

28,498

27,238

 

 

TOWNSQUARE MEDIA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in Thousands)

(unaudited)

Six Months EndedJune 30,

2017

2016

Cash flows from operating activities:

Net income attributable to:

Controlling interests

$

2,117

$

4,007

Non-controlling interests

438

210

Net income

$

2,555

$

4,217

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

13,226

12,126

Amortization of deferred financing costs

851

809

Deferred income tax expense

1,813

2,776

Provision for doubtful accounts

1,112

1,272

Stock-based compensation expense

371

457

Repurchase of debt

(461)

Write-off of deferred financing costs

83

339

Net loss on sale and retirement of assets

714

713

Changes in assets and liabilities, net of acquisitions:

Accounts receivable

(11,041)

(5,050)

Prepaid expenses and other assets

(4,252)

(5,511)

Accounts payable

(1,497)

5,642

Accrued expenses

(2,087)

(3,147)

Accrued interest

(5)

(291)

Other long-term liabilities

(416)

(477)

Net cash provided by operating activities

1,427

13,414

Cash flows from investing activities:

   Purchase of property and equipment

(12,352)

(12,416)

   Payments for acquisitions, net of cash received

(2,157)

(373)

   Acquisition of intangibles

(150)

   Proceeds from insurance settlement

451

   Proceeds from sale of assets

190

1,162

Net cash used in investing activities

(14,469)

(11,176)

Cash flows from financing activities:

   Repayment of long-term debt

(6,662)

(17,460)

   Deferred financing costs

(432)

   Proceeds from sale of minority interest in subsidiary

50

   Proceeds from exercise of employee stock options

346

Cash distributions to non-controlling interests

(87)

(88)

   Repayments of capitalized obligations

(613)

(84)

Net cash used in financing activities

(7,448)

(17,582)

Net effect of foreign currency exchange rate changes

22

(346)

Net decrease in cash and restricted cash

(20,468)

(15,690)

Cash and restricted cash:

Beginning of period

51,540

33,298

End of period

$

31,072

$

17,608

 

 

TOWNSQUARE MEDIA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(in Thousands)

(unaudited)

Six Months EndedJune 30,

2017

2016

Supplemental Disclosure of Cash Flow Information:

Cash payments:

Interest

$

15,314

$

16,573

Income taxes

1,341

815

   Purchase obligations:

Capital lease

$

$

525

   Barter transactions:

Barter revenue – included in net revenue

$

11,633

$

9,732

Barter expense – included in direct operating expenses

6,624

6,818

Equity issued in respect of acquisitions:

    Common stock, joint venture acquisition

$

513

$

 

 

TOWNSQUARE MEDIA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS BY SEGMENT

(in Thousands)

(unaudited)

Three Months Ended June 30,

Six Months EndedJune 30,

2017

2016

2017

2016

Statement of Operations Data:

  Local Marketing Solutions net revenue

$

90,458

$

86,704

$

166,534

$

161,911

  Entertainment net revenue

50,205

50,453

62,546

69,678

Net revenue

140,663

137,157

229,080

231,589

Operating Costs and Expenses:

  Local Marketing Solutions direct operating expenses

59,408

54,889

114,740

109,053

  Entertainment direct operating expenses

49,316

50,705

66,995

73,445

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

108,724

105,594

181,735

182,498

Depreciation and amortization

6,836

6,003

13,226

12,126

Corporate expenses

6,635

6,313

11,984

11,870

Stock-based compensation

183

204

371

457

Transaction costs

190

181

389

350

Net loss on sale and retirement of assets

716

1,079

714

713

Total operating costs and expenses

123,284

119,374

208,419

208,014

Operating income

17,379

17,783

20,661

23,575

Other expense (income):

Interest expense, net

7,990

8,881

16,244

17,446

Repurchase of debt

(427)

(461)

Other expense (income), net

16

44

49

(403)

Total other expense

8,006

8,498

16,293

16,582

    Income before income taxes

9,373

9,285

4,368

6,993

Provision for income taxes

3,810

3,683

1,813

2,776

Net income

$

5,563

$

5,602

$

2,555

$

4,217

 

The following table reconciles on a GAAP basis net 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, 2017 and 2016, respectively (dollars in thousands):

Three Months Ended June 30,

Six Months EndedJune 30,

2017

2016

2017

2016

Net income

$

5,563

$

5,602

$

2,555

$

4,217

  Provision for income taxes

3,810

3,683

1,813

2,776

Income before taxes

9,373

9,285

4,368

6,993

Transaction costs

190

181

389

350

Net loss on sale and retirement of assets

716

1,079

714

713

Repurchase of debt

(427)

(461)

Adjusted income before taxes

10,279

10,118

5,471

7,595

  Provision for income taxes

4,178

4,013

2,271

3,014

Adjusted Net Income

$

6,101

$

6,105

$

3,200

$

4,581

Adjusted Net Income Per Share:

     Basic

$

0.33

$

0.33

$

0.17

$

0.25

     Diluted

$

0.21

$

0.22

$

0.11

$

0.17

Weighted average shares outstanding:

     Basic

18,470

18,365

18,450

18,114

     Diluted

28,445

27,438

28,498

27,238

 

The following table reconciles on a GAAP basis net income, the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted EBITDA and Adjusted EBITDA Less Interest, Capex and Taxes for the three and six months ended June 30, 2017 and 2016, respectively (dollars in thousands):

Three Months Ended June 30,

Six Months EndedJune 30,

2017

2016

2017

2016

Net income

$

5,563

$

5,602

$

2,555

$

4,217

  Provision for income taxes

3,810

3,683

1,813

2,776

  Interest expense, net

7,990

8,881

16,244

17,446

  Transaction costs

190

181

389

350

  Depreciation and amortization

6,836

6,003

13,226

12,126

  Stock-based compensation

183

204

371

457

  Repurchase of debt

(427)

(461)

  Other(a)

732

1,123

763

310

Adjusted EBITDA

25,304

25,250

35,361

37,221

  Net cash interest expense

(12,157)

(13,250)

(15,314)

(16,573)

  Capital expenditures

(6,699)

(5,920)

(12,352)

(12,416)

  Cash paid for taxes

(1,028)

(380)

(1,341)

(815)

Adjusted EBITDA Less Interest, Capex and Taxes

$

5,420

$

5,700

$

6,354

$

7,417

(a) Other includes net loss on sale and retirement of assets and other expense (income), 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, 2017 (dollars in thousands):

Quarter Ended

Twelve Months Ended

September 30, 2016

December 31, 2016

March 31, 2017

June 30, 2017

June 30, 2017

Net income (loss)

$

15,863

$

3,211

$

(3,008)

$

5,563

$

21,629

  Provision (benefit) for income taxes

10,493

3,771

(1,997)

3,810

16,077

  Interest expense, net

8,294

8,332

8,254

7,990

32,870

  Transaction costs

256

238

199

190

883

  Depreciation and amortization

5,686

6,164

6,390

6,836

25,076

  Stock-based compensation

206

3,591

188

183

4,168

  Impairment on investment

4,236

4,236

  Repurchase of debt

(85)

(85)

  Other(a)

(374)

(317)

31

732

72

Adjusted EBITDA

$

44,660

$

24,905

$

10,057

$

25,304

$

104,926

(a) Other includes net gain (loss) on sale of assets and other expense (income), net.

 

 

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SOURCE Townsquare Media, Inc.



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