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IMMEDIATE RELEASE

TOWNSQUARE REPORTS STRONG CONCLUSION TO 2020 POWERED BY DIGITAL REVENUE, GROWING +6% YEAR OVER YEAR TO $162 MILLION AND REPRESENTING 44% OF TOTAL 2020 NET REVENUE
Q4 2020 Adjusted EBITDA +8.4%
Townsquare Interactive 2020 Net Subscription Revenue Increased 14% to $70 Million and
Net Subscription Profit Increased 10% to $21 Million

Purchase, NY – March 16, 2021 - Townsquare Media, Inc. (NYSE: TSQ) (“Townsquare”, the "Company," "we," "us," or "our") announced today financial results for the fourth quarter and full year ended December 31, 2020.

“As I look back over the past year, I am extremely proud of Townsquare’s performance, driven by our passionate and committed employees, our loyal audience and communities, and our resilient “Local First” operating strategy. Our fourth quarter financial results reflect that performance as they exceeded our goals and expectations, and as we look at 2021, we believe that we will continue to see strong improvement and strong results in our business. In the fourth quarter, year over year net revenue declines significantly narrowed to -3%, from a low of -35% in the second quarter and -15% in the third quarter, and I am so proud to report that Adjusted EBITDA returned to growth, increasing +8% year over year. Townsquare Interactive, our digital monthly subscription business, excelled throughout the year, accelerating year over year net revenue growth in Q4 to +16% and generating over $70 million of revenue for the full year (+14% YoY) at a profit margin of approximately 30%. In total, digital net revenue increased +6% year over year, driven by both Townsquare Interactive and Townsquare Ignite (our digital programmatic advertising platform), which grew net revenue by +11% year over year. With $162 million of 2020 digital net revenue, digital now accounts for approximately 44% of our total net revenue, further differentiating us in the local media marketplace. I am also pleased to reaffirm our expectation that Townsquare Interactive and Townsquare Ignite will each generate $100 million in revenue in two to three years. 2020 served to accelerate Townsquare’s transformation into a premier local media and digital marketing solutions company proudly super-serving markets outside the top 50 markets. Although we are proud of our roots and DNA in local radio and we continue to love local radio, 2020 was the year Townsquare became a “Digital First” company,” commented Bill Wilson, Chief Executive Officer of Townsquare Media, Inc.

Mr. Wilson continued, “Over the past year we have worked hard to position ourselves for success in 2021 and beyond, and that included addressing our balance sheet. In early January, we closed on $550.0 million in aggregate principal amount of 6.875% senior secured notes due 2026. This offering - which replaced our existing debt in its entirety - was significantly oversubscribed, which allowed us to exceed our pricing expectations, locking in long-term capital at an attractive rate. I believe that our successful refinancing was due to our differentiated marketing and advertising solutions and “Local First” strategy, our large and growing digital platform, and our strong cash generation ability. We ended 2020 with over $83 million of cash on our balance sheet, only a slight decline from 2019’s cash balance of $85 million, and generated $32 million of cash flow from continuing operations in a year where Adjusted EBITDA declined (due to the pandemic) by $40 million. In addition, we repaid $15 million of debt (prior to the refinancing) and made $4 million of dividend payments. Additionally, we recently announced that we repurchased all of Oaktree Capital’s shares of Townsquare at $6.40 per security, a significant discount to the current share price. We are confident that this is a great transaction for Townsquare and our investors. The buyback is accretive on a cash flow per share and adjusted earnings per share basis in excess of 70%, and this resolves the significant overhang of Oaktree’s long-dated investment which we have often heard from current and prospective investors is an impediment to investing and building a position in Townsquare.”

Mr. Wilson concluded, “I am very proud of the results we delivered in 2020 in the face of unprecedented challenges and turbulent times. Our Townsquare Team worked tirelessly and with great passion throughout the pandemic to help our Company, by helping local advertisers and businesses as well as by keeping local communities informed and entertained at a time when both needed it the most. Our team kept moving forward, although at times it did not always feel like it. As we close out Q1 and move into Q2 2021, we believe our Flywheel is moving forward and gaining greater momentum each month and each quarter. We will continue to execute our “Local First” strategy in 2021, and we remain confident about the future of Townsquare and our revenue and profit growth prospects.”


1


Fourth Quarter Highlights
As compared to the fourth quarter of 2019:
Net revenue decreased 3.2%, and 10.2% excluding political revenue
Net income increased $82.8 million to net income of $4.5 million
Adjusted EBITDA increased 8.4% to $27.0 million
Townsquare Interactive net subscription revenue increased 16.3% to $18.8 million
Townsquare Interactive Adjusted Operating Income increased 24.0% to $5.9 million
Advertising net revenue decreased 4.5% and 12.9% excluding political revenue
Live Events net revenue decreased 99.5%
Diluted income per share from continuing operations was $0.15, and Adjusted Net Income per diluted share was $0.18
Townsquare Interactive added approximately 850 net subscribers

Full Year Highlights*
As compared to the year ended December 31, 2019:
Net revenue decreased 13.9%, and 17.0% excluding political revenue
Net loss increased 22.7%
Adjusted EBITDA decreased 39.3% to $62.1 million
Digital net revenue increased 6.2% to represent 43.6% of total net revenue
Townsquare Interactive net subscription revenue increased 14.4% to $70.4 million
Townsquare Interactive Adjusted Operating Income increased 10.1% to $21.1 million
Advertising net revenue decreased 15.4%, and 19.2% excluding political revenue
Live Events net revenue decreased 85.5%
Pro forma net revenue decreased 13.8%, and 16.9% excluding political revenue
Pro forma net loss increased 22.0%
Pro forma Adjusted EBITDA decreased 39.1%
Pro forma Live Events net revenue decreased 84.8%
Diluted loss per share was $4.46, and Adjusted Net Income per diluted share was $0.28
Generated Cash Flow from Continuing Operations of $31.9 million
Repurchased $4.7 million of our 2023 Unsecured Senior Notes at a market price below par, plus accrued interest
Repaid $9.9 million of our Term Loans due 2022
Townsquare Interactive added approximately 3,750 net subscribers, ending the year with approximately 22,750 subscribers

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

Quarter Ended December 31, 2020 Compared to the Quarter Ended December 31, 2019

Net Revenue
Net revenue for the quarter ended December 31, 2020 decreased $3.6 million, or 3.2%, to $108.5 million, as compared to $112.1 million in the same period last year. Townsquare Interactive net subscription revenue increased $2.6 million, or 16.3%, to $18.8 million, Advertising net revenue decreased $4.2 million, or 4.5%, to $89.7 million, and Live Events net revenue decreased $2.0 million, or 99.5%, to $10.0 thousand, each as compared to the same period last year. Excluding political revenue, net revenue decreased $11.3 million, or 10.2%, to $99.2 million, and Advertising net revenue decreased $11.9 million, or 12.9%, to $80.4 million.

Adjusted EBITDA
Adjusted EBITDA for the quarter ended December 31, 2020 increased $2.1 million, or 8.4% to $27.0 million, as compared to $24.9 million in the same period last year. Adjusted EBITDA (Excluding Political) decreased $4.4 million, or 18.8%, to $19.1 million, as compared to $23.5 million in the same period last year.

2


Net Income
Net income for the quarter ended December 31, 2020 increased $82.8 million to $4.5 million, as compared to net loss of $78.3 million in the same period last year. Net income from continuing operations increased $82.8 million to $4.5 million, as compared to net loss from continuing operations of $78.2 million in the same period last year.

Year Ended December 31, 2020 Compared to the Year Ended December 31, 2019

Net Revenue
Net revenue for the year ended December 31, 2020 decreased $60.1 million, or 13.9%, to $371.3 million, as compared to $431.4 million in the same period last year. Townsquare Interactive net subscription revenue increased $8.8 million, or 14.4%, to $70.4 million, Advertising net revenue decreased $54.3 million, or 15.4%, to $298.5 million, and Live Events net revenue decreased $14.6 million, or 85.5%, to $2.5 million, each as compared to the same period last year. Excluding political revenue, net revenue decreased $73.0 million, or 17.0%, to $355.3 million, and Advertising net revenue decreased $67.2 million, or 19.2%, to $282.5 million.

Pro forma net revenue for the year ended December 31, 2020 decreased $59.3 million, or 13.8%, to $371.3 million, as compared to $430.7 million in the same period last year. Pro forma Townsquare Interactive net subscription revenue increased $8.8 million, or 14.4%, to $70.4 million, pro forma Advertising net revenue decreased $54.3 million, or 15.4%, to $298.5 million, and pro forma Live Events net revenue decreased $13.9 million, or 84.8% to $2.5 million, each as compared to the same period last year. Excluding political revenue, pro forma net revenue decreased $72.2 million, or 16.9%, to $355.3 million, and pro forma Advertising net revenue decreased $67.2 million, or 19.2%, to $282.5 million.

Adjusted EBITDA
Adjusted EBITDA for the year ended December 31, 2020 decreased $40.3 million, or 39.3% to $62.1 million, as compared to $102.4 million in the same period last year. Adjusted EBITDA (Excluding Political) decreased $51.2 million, or 51.4%, to $48.5 million, as compared to $99.7 million in the same period last year.

Pro forma Adjusted EBITDA for the year ended December 31, 2020 decreased $39.9 million, or 39.1%, to $62.1 million, as compared to $102.0 million in the same period last year. Pro forma Adjusted EBITDA (Excluding Political) decreased $50.9 million, or 51.2%, to $48.5 million, as compared to $99.4 million in the same period last year.

Net Loss
Net loss for the year ended December 31, 2020 increased $14.9 million, or 22.7%, to $80.6 million, as compared to $65.7 million in the same period last year. Net loss from continuing operations increased $23.0 million, or 40.1%, to $80.6 million, as compared to $57.5 million in the same period last year. Net loss was driven by approximately $107.1 million of non-cash impairment charges to our intangible assets, and specifically our FCC licenses.

Pro forma net loss for the year ended December 31, 2020 increased $14.5 million to a net loss of $80.6 million, as compared to net income of $66.0 million in the same period last year. Net loss was driven by approximately $107.1 million of non-cash impairment charges to our intangible assets, and specifically our FCC licenses.

Liquidity and Capital Resources
As of December 31, 2020, we had a total of $83.2 million of cash and cash equivalents and $50.0 million of available borrowing capacity under our revolving credit facility. As of December 31, 2020, we had $545.8 million of outstanding indebtedness, representing 8.8x and 7.4x gross and net leverage, respectively, based on Adjusted EBITDA for the year ended December 31, 2020 of $62.1 million.

Subsequent Events
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 borrowings under the Senior Secured Credit Facility and to redeem all of the outstanding 2023 Notes on January 14, 2021, and to pay the premium, fees and expenses related thereto.

On January 24, 2021, the Company entered into a stock repurchase agreement with certain affiliates of Oaktree Capital Management L.P. (“Oaktree”) to repurchase 606,484 shares of the Company’s Class A common stock, 2,151,373 shares of the Company’s Class B common stock, and 7,242,143 warrants to purchase Class A Common Stock, or such greater number of securities as the Company may elect. On March 9, 2021, the Company elected to repurchase all of the outstanding securities held by Oaktree, including 1,595,224 shares of Class A Common Stock, 2,151,373 shares of Class B Common
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Stock and 8,814,980 warrants for an aggregate purchase price of $80.4 million, or $6.40 per security. The repurchased securities were subsequently retired.

The table below presents a summary, as of March 11, 2021, of our outstanding common stock, and securities convertible into common stock, excluding options issued under our 2014 Omnibus Incentive Plan.

Security
Number OutstandingDescription
Class A common stock14,447,123 One vote per share.
Class B common stock815,296 
10 votes per share.1
Class C common stock836,341 
No votes.1
Warrants162,696 
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
Total16,261,456 
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 fourth quarter and year end 2020 financial results on Tuesday, March 16, 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 13715882. 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 March 23, 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 13715882. 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 web sites, search engine optimization, social platforms and online reputation management for approximately 22,750 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
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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 December 31, 2020, divided by our Adjusted EBITDA for the twelve months ended December 31, 2020. 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
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TOWNSQUARE MEDIA, INC.
CONSOLIDATED BALANCE SHEETS
(in Thousands)


December 31, 2020December 31, 2019
ASSETS
Current assets:
   Cash and cash equivalents83,229 84,667 
Accounts receivable, net of allowance of $7,100 and $2,604, respectively58,634 67,463 
   Prepaid expenses and other current assets12,428 9,241 
Total current assets
154,291 161,371 
Property and equipment, net111,871 114,142 
Intangible assets, net281,160 388,029 
Goodwill157,947 157,947 
Investments11,501 8,275 
Operating lease right-of-use-assets48,290 49,503 
Other assets2,948 638 
Restricted cash494 494 
Total assets
$768,502 $880,399 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
  Accounts payable9,056 14,790 
  Current portion of long-term debt— 9,929 
  Deferred revenue8,847 8,086 
  Accrued compensation and benefits12,462 — 10,714 
  Accrued expenses and other current liabilities21,427 15,358 
  Operating lease liabilities, current7,517 7,690 
  Financing lease liabilities, current64 17 
  Accrued interest6,350 4,558 
  Liabilities of discontinued operations33 423 
Total current liabilities65,756 71,565 
Long-term debt, less current portion (net of deferred financing costs of $2,369 and $3,840, respectively)543,428 546,711 
Deferred tax liability10,326 34,347 
Operating lease liability, net of current portion44,661 44,957 
Financing lease liabilities, net of current portion130 31 
Other long-term liabilities3,446 352 
Total liabilities
667,747 697,963 
Stockholders’ equity:
Class A common stock, par value $0.01 per share; 300,000,000 shares authorized; 14,436,065 and 14,314,092 shares issued and outstanding, respectively144 143 
Class B common stock, par value $0.01 per share; 50,000,000 shares authorized; 2,966,669 and 3,011,634 shares issued and outstanding, respectively30 30 
Class C common stock, par value $0.01 per share; 50,000,000 shares authorized; 1,636,341 and 1,636,341 shares issued and outstanding, respectively17 17 
   Total common stock191 190 
   Additional paid-in capital369,672 367,540 
   Accumulated deficit(272,602)(188,034)
   Non-controlling interest 3,494 2,740 
Total stockholders’ equity
100,755 182,436 
Total liabilities and stockholders’ equity
$768,502 $880,399 

6


TOWNSQUARE MEDIA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in Thousands, Except Per Share Data)


Three Months Ended 
 December 31,
Year Ended
December 31,
2020201920202019
Net revenue$108,494 $112,077 $371,338 $431,408 
Operating costs and expenses:
Direct operating expenses, excluding depreciation, amortization, and stock-based compensation75,301 78,828 282,347 300,425 
Depreciation and amortization4,814 5,745 20,107 25,836 
Corporate expenses6,161 8,319 26,885 28,599 
Stock-based compensation473 524 2,084 2,592 
Transaction costs29 1,049 2,653 1,518 
Business realignment costs450 3,089 166 
Impairment of goodwill— 69,034 — 69,034 
Impairment of long-lived and intangible assets— 39,433 109,058 39,664 
Impairment of investments— 617 — 617 
Net loss (gain) on sale and retirement of assets(49)83 92 
    Total operating costs and expenses87,231 203,501 446,306 468,543 
    Operating income (loss)21,263 (91,424)(74,968)(37,135)
Other expense (income):
Interest expense, net7,707 8,215 31,420 33,860 
Gain on repurchase of debt— — (1,159)— 
Other (income) expense, net(167)895 (820)1,073 
    Income (loss) from continuing operations before income taxes13,723 (100,534)(104,409)(72,068)
Income tax provision (benefit)9,186 (22,293)(23,858)(14,564)
Net income (loss) from continuing operations4,537 (78,241)(80,551)(57,504)
Net loss from discontinued operations, net of income taxes— (38)— (8,150)
Net income (loss)$4,537 $(78,279)$(80,551)$(65,654)
Net income (loss) attributable to:
     Controlling interests4,067 (78,891)(82,470)(67,763)
     Non-controlling interests470 612 1,919 2,109 
Basic income (loss) per share:
    Continuing operations attributable to common shares$0.15 $(4.28)$(4.46)$(3.36)
    Continuing operations attributable to participating shares$0.15 $0.07 $0.08 $0.30 
    Discontinued operations attributable to common shares$— $— $— $(0.44)
    Discontinued operations attributable to participating shares$— $— $— $— 
Diluted income (loss) per share:
    Continuing operations$0.15 $(4.28)$(4.46)$(3.36)
    Discontinued operations$— $— $— $(0.44)
Weighted average shares outstanding:
     Basic attributable to common shares18,706 18,600 18,647 18,549 
     Basic attributable to participating shares8,978 — 8,978 8,978 
     Diluted27,721 18,600 18,647 18,549 
Cash dividend declared per share$— $0.075 $0.075 $0.30 


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TOWNSQUARE MEDIA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in Thousands)
Year Ended
December 31,
20202019
Cash flows from operating activities:
Net loss$(80,551)$(65,654)
   Loss from continuing operations — (8,150)
Loss from continuing operations(80,551)(57,504)
Adjustments to reconcile (loss) income from continuing operations to net cash flows from operating activities:
     Depreciation and amortization20,107 25,836 
     Amortization of deferred financing costs1,566 1,443 
     Lease related amortization10,947 — 
     Net deferred taxes and other(24,206)(15,028)
     Provision for doubtful accounts6,970 1,598 
     Stock-based compensation expense2,084 2,592 
     Trade activity, net(8,740)(11,113)
     Gain on repurchase of debt(1,159)— 
     Gain on insurance recoveries(1,206)— 
     Write-off of deferred financing cost79 
     Impairment of goodwill, intangible and long-lived assets 109,058 108,698 
     Impairment on investment— 617 
     Net loss on sale and retirement of assets83 92 
     Other30 76 
Changes in assets and liabilities, net of acquisitions:
   Accounts receivable171 (6,419)
   Prepaid expenses and other assets(3,143)8,719 
   Accounts payable(5,141)2,387 
   Accrued expenses11,454 (5,958)
   Accrued interest1,792 (6)
   Other long-term liabilities(8,317)(8,568)
Net cash provided by operating activities - continuing operations
31,878 47,469 
Net cash used in operating activities - discontinued operations
(390)(6,418)
Net cash provided by operating activities
31,488 41,051 
Cash flows from investing activities:
   Purchase of investments(400)— 
   Acquisition of intangibles(241)(787)
   Purchase of property and equipment(14,948)(19,676)
   Proceeds from insurance recoveries1,396 42 
   Proceeds from sale of investments— 573 
   Proceeds from sale of assets157 2,883 
Net cash used in investing activities - continuing operations
(14,036)(16,965)
Net cash provided by investing activities - discontinued operations
— 11,084 
Net cash used in investing activities
(14,036)(5,881)
Cash flows from financing activities:
   Repayment of term loans(9,951)— 
   Borrowings under the revolving credit facility50,000 — 
Repayment of borrowings under the revolving credit facility(50,000)— 
   Proceeds from stock options exercised49 — 
   Repurchase of stock— (400)
   Dividend payments(4,201)(8,278)
Repurchase of notes(3,573)— 
   Deferred financing cost— (571)
   Cash distribution to non-controlling interests(1,165)(2,586)
   Sale of non-controlling interests— 1,500 
   Repayments of capitalized obligations(49)(9)
Net cash used in financing activities
(18,890)(10,344)
  Cash and cash equivalents and restricted cash:
        Net (decrease) increase in cash and cash equivalents and restricted cash(1,438)24,826 
        Beginning of period85,161 61,396 
        End of period$83,723 $86,222 
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TOWNSQUARE MEDIA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(in Thousands)
Year Ended
December 31,
20202019
Supplemental Disclosure of Cash Flow Information:
   Cash payments:
Interest
$28,516 $33,522 
Income taxes
1,561 818 
Supplemental Disclosure of Non-cash Activities:
  Investments acquired in exchange for advertising$2,827 $2,270 
  Property and equipment acquired in exchange for advertising4,811 — 
  Investments rights acquired in exchange for advertising906 — 
  Accrued capital expenditures69 — 
  Deferred payment for software licenses853 — 
  Accrued transaction costs860 — 
  Dividends declared, but not paid during the period22 2,164 
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
$10,988 $11,506 
Right-of-use assets obtained in exchange for lease obligations:
Operating leases
$10,717 $12,714 
Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents$83,229 $84,667 
Restricted cash494 494 
$83,723 $85,161 

9


TOWNSQUARE MEDIA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS BY SEGMENT
(in Thousands)


Three Months Ended December 31,Year Ended
December 31,
20202019% Change20202019% Change
Advertising net revenue$89,719 $93,930 (4.5)%$298,499 $352,814 (15.4)%
Townsquare Interactive net revenue18,765 16,141 16.3 %70,360 61,517 14.4 %
Live Events net revenue10 2,006 (99.5)%2,479 17,077 (85.5)%
Net revenue108,494 112,077 (3.2)%$371,338 431,408 (13.9)%
Advertising direct operating expenses62,322 65,625 (5.0)%230,849 244,322 (5.5)%
Townsquare Interactive direct operating expenses12,845 11,368 13.0 %49,259 42,351 16.3 %
Live Events direct operating expenses134 1,835 (92.7)%2,239 13,752 (83.7)%
Direct operating expenses75,301 78,828 (4.5)%282,347 300,425 (6.0)%
Depreciation and amortization4,814 5,745 (16.2)%20,107 25,836 (22.2)%
Corporate expenses6,161 8,319 (25.9)%26,885 28,599 (6.0)%
Stock-based compensation473 524 (9.7)%2,084 2,592 (19.6)%
Transaction costs29 1,049 (97.2)%2,653 1,518 74.8 %
Business realignment costs450 **3,089 166 1,760.8 %
Impairment of goodwill— 69,034 (100.0)%— 69,034 (100.0)%
Impairment of long-lived and intangible assets— 39,433 (100.0)%109,058 39,664 175.0 %
Impairment of investments— 617 (100.0)%— 617 (100.0)%
Net loss (gain) on sale and retirement of assets(49)(106.1)%83 92 (9.8)%
    Total operating costs and expenses87,231 203,501 (57.1)%446,306 468,543 (4.7)%
    Operating income (loss) 21,263 (91,424)**(74,968)(37,135)101.9 %
Other expense:
Interest expense, net7,707 8,215 (6.2)%31,420 33,860 (7.2)%
Gain on repurchase of debt— — **(1,159)— **
Other (income) expense, net(167)895 **(820)1,073 (176.4)%
    Income (loss) from continuing operations before income taxes13,723 (100,534)**(104,409)(72,068)44.9 %
 Provision (benefit) for income taxes9,186 $(22,293)**(23,858)(14,564)63.8 %
Net income (loss) from continuing operations4,537 (78,241)**(80,551)(57,504)40.1 %
Net loss from discontinued operations, net of income taxes— $(38)(100.0)%— (8,150)(100.0)%
Net income (loss)$4,537 $(78,279)**$(80,551)$(65,654)22.7 %
** not meaningful

10


The following table presents net revenue and Adjusted Operating Income by segment, for the three months and years ended December 31, 2020 , and 2019, respectively (in thousands):

Actual
Three Months Ended December 31,Years Ended
December 31,
2020201920202019
Advertising net revenue$89,719 $93,930 $298,499 $352,814 
Townsquare Interactive net revenue18,765 16,141 70,360 61,517 
Live Events net revenue10 2,006 2,479 17,077 
Net revenue$108,494 $112,077 $371,338 $431,408 
Advertising Adjusted Operating Income27,397 28,303 67,650 108,492 
Townsquare Interactive Adjusted Operating Income5,920 4,773 21,101 19,166 
Live Events Adjusted Operating (Loss) Income(124)173 240 3,325 
Adjusted Operating Income$33,193 $33,249 $88,991 $130,983 

The following table presents on a pro forma basis, net revenue and Adjusted Operating Income by segment for the three months and years ended December 31, 2020, and 2019, respectively (in thousands):
Pro Forma
Three Months Ended December 31,Years Ended
December 31,
2020201920202019
Advertising net revenue$89,719 $93,930 $298,499 $352,814 
Townsquare Interactive net revenue18,765 16,141 70,360 61,517 
Live Events net revenue10 2,006 2,479 16,351 
Net revenue$108,494 $112,077 $371,338 $430,682 
Advertising Adjusted Operating Income27,397 28,303 67,650 108,492 
Townsquare Interactive Adjusted Operating Income5,920 4,773 21,101 19,166 
Live Events Adjusted Operating (Loss) Income(124)173 240 2,971 
Adjusted Operating Income$33,193 $33,249 $88,991 $130,629 


11


The following table reconciles Net revenue to Net revenue, excluding political revenue on a GAAP basis by segment for the three months and years ended December 31, 2020, and 2019, respectively (in thousands):

Actual
Three Months Ended December 31,Years Ended
December 31,
20202019%Change20202019%Change
Advertising net revenue$89,719 $93,930 (4.5)%$298,499 $352,814 (15.4)%
Townsquare Interactive net revenue18,765 16,141 16.3 %70,360 61,517 14.4 %
Live Events net revenue10 2,006 (99.5)%2,479 17,077 (85.5)%
Net revenue$108,494 $112,077 (3.2)%$371,338 $431,408 (13.9)%
Advertising political revenue$9,342 $1,671 459.1 %$16,006 $3,103 415.8 %
Townsquare Interactive political revenue— — **— — **
Live Events political revenue— — **— — **
Political revenue$9,342 $1,671 459.1 %$16,006 $3,103 415.8 %
Advertising net revenue (ex. political)$80,377 $92,259 (12.9)%$282,493 $349,711 (19.2)%
Townsquare Interactive net revenue (ex. political)18,765 16,141 16.3 %70,360 61,517 14.4 %
Live Events net revenue (ex. political)10 2,006 (99.5)%2,479 17,077 (85.5)%
Net revenue (ex. political)$99,152 $110,406 (10.2)%$355,332 $428,305 (17.0)%

The following table reconciles Net revenue to Net revenue, excluding political revenue on a pro forma basis by segment for the three months and years ended December 31, 2020, and 2019, respectively (in thousands):

Pro Forma
Three Months Ended December 31,Years Ended
December 31,
20202019%Change20202019%Change
Advertising net revenue$89,719 $93,930 (4.5)%$298,499 $352,814 (15.4)%
Townsquare Interactive net revenue18,765 16,141 16.3 %70,360 61,517 14.4 %
Live Events net revenue10 2,006 (99.5)%2,479 16,351 (84.8)%
Net revenue$108,494 $112,077 (3.2)%$371,338 $430,682 (13.8)%
Advertising political revenue$9,342 $1,671 459.1 %$16,006 $3,103 415.8 %
Townsquare Interactive political revenue— — **— — **
Live Events political revenue— — **— — **
Political revenue$9,342 $1,671 459.1 %$16,006 $3,103 415.8 %
Advertising net revenue (ex. political)$80,377 $92,259 (12.9)%$282,493 $349,711 (19.2)%
Townsquare Interactive net revenue (ex. political)18,765 16,141 16.3 %70,360 61,517 14.4 %
Live Events net revenue (ex. political)10 2,006 (99.5)%2,479 16,351 (84.8)%
Net revenue (ex. political)$99,152 $110,406 (10.2)%$355,332 $427,579 (16.9)%




12


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 and years ended December 31, 2020, and 2019, respectively (in thousands, except per share data):
Actual
Three Months Ended December 31,Years Ended
December 31,
2020201920202019
Net income (loss)$4,537 $(78,279)$(80,551)$(65,654)
Net loss from discontinued operations, net of income taxes— (38)— (8,150)
Net income (loss) from continuing operations4,537 (78,241)(80,551)(57,504)
 Provision (benefit) for income taxes9,186 (22,293)(23,858)(14,564)
Net income (loss) from continuing operations before income taxes13,723 (100,534)(104,409)(72,068)
Transaction costs29 1,049 2,653 1,518 
Business realignment costs450 3,089 166 
Impairment of goodwill— 69,034 — 69,034 
Impairment of long-lived and intangible assets— 39,433 109,058 39,664 
Impairment of investments— 617 — 617 
Net loss (gain) on sale and retirement of assets(49)83 92 
Gain on repurchase of debt— — (1,159)— 
Gain on insurance recoveries— — (1,206)— 
Net income attributable to non-controlling interest, net of income taxes470 612 1,919 2,109 
Adjusted net income (loss) before income taxes14,675 10,163 10,028 41,132 
   Provision for income taxes9,823 2,254 2,291 8,312 
Adjusted Net Income (Loss)$4,852 $7,909 $7,737 $32,820 
Adjusted Net Income (Loss) Per Share:
   Basic$0.26 $0.43 $0.41 $1.77 
   Diluted$0.18 $0.28 $0.28 $1.19 
Weighted average shares outstanding:
     Basic18,706 18,600 18,647 18,549 
     Diluted27,721 27,807 27,636 27,538 

13


The following table reconciles on a GAAP basis net income (loss), 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 months and years ended December 31, 2020, and 2019, respectively (dollars in thousands):
Actual
Three Months Ended December 31,Years Ended
December 31,
2020201920202019
Net income (loss) from continuing operations$4,537 $(78,241)$(80,551)$(57,504)
Net loss from discontinued operations, net of income taxes— (38)— (8,150)
Net income (loss)4,537 (78,279)(80,551)(65,654)
  Provision (benefit) for income taxes9,186 (22,293)(23,858)(14,564)
  Interest expense, net7,707 8,215 31,420 33,860 
Gain on repurchase of debt— — (1,159)— 
Depreciation and amortization4,814 5,745 20,107 25,836 
Stock-based compensation473 524 2,084 2,592 
Transaction costs29 1,049 2,653 1,518 
Business realignment costs450 3,089 166 
Impairment of goodwill— 69,034 — 69,034 
Impairment of long-lived and intangible assets— 39,433 109,058 39,664 
Impairment of investments— 617 — 617 
   Net loss from discontinued operations, net of income taxes — 38 — 8,150 
   Other (a)
(164)846 (737)1,165 
Adjusted EBITDA$27,032 $24,930 $62,106 $102,384 
Political Adjusted EBITDA(7,941)(1,420)(13,605)(2,637)
Adjusted EBITDA (Excluding Political)$19,091 $23,510 $48,501 $99,747 
Political Adjusted EBITDA7,941 1,420 13,605 2,637 
Net cash paid for interest(11,736)(12,606)(28,516)(33,522)
Capital expenditures(3,694)(5,131)(14,948)(19,676)
Cash paid for taxes$(250)$(103)$(1,561)$(818)
Adjusted EBITDA Less Interest, Capex and Taxes$11,352 $7,090 $17,081 $48,368 
(a) Other includes net loss (gain) on sale and retirement of assets and other (income) expense, net.


14


The following table reconciles on a pro forma basis net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to pro forma net (loss) income, pro forma Adjusted EBITDA, pro forma Adjusted EBITDA (Excluding Political) and pro forma Adjusted EBITDA Less Interest, Capex and Taxes for the three months and years ended December 31, 2020, and 2019, respectively (dollars in thousands):

Pro forma
Three Months Ended December 31,Years Ended
December 31,
2020201920202019
Net income (loss) from continuing operations$4,537 $(78,241)$(80,551)$(57,504)
Net loss from discontinued operations, net of income taxes— (38)— (8,150)
Net income (loss)$4,537 $(78,279)$(80,551)$(65,654)
   Net income from divestiture— — — 354 
Pro forma net income (loss)$4,537 $(78,279)$(80,551)$(66,008)
Provision (benefit) for income taxes9,186 (22,293)(23,858)(14,564)
Interest expense, net7,707 8,215 31,420 33,860 
Gain on repurchase of debt— — (1,159)— 
Depreciation and amortization4,814 5,745 20,107 25,836 
Stock-based compensation473 524 2,084 2,592 
Transaction costs29 1,049 2,653 1,518 
Business realignment costs450 3,089 166 
Impairment of goodwill— 69,034 — 69,034 
Impairment of long-lived and intangible assets— 39,433 109,058 39,664 
Impairment of investments— 617 — 617 
   Net loss from discontinued operations, net of income taxes— 38 — 8,150 
   Other (a)
(164)846 (737)1,165 
Pro forma Adjusted EBITDA$27,032 $24,930 $62,106 $102,030 
Political Adjusted EBITDA(7,941)(1,420)(13,605)(2,637)
Pro Forma Adjusted EBITDA (Excluding Political)$19,091 $23,510 $48,501 $99,393 
Political Adjusted EBITDA7,941 1,420 13,605 2,637 
Net cash paid for interest(11,736)(12,606)(28,516)(33,522)
Capital expenditures(3,694)(5,131)(14,948)(19,676)
Cash paid for taxes$(250)$(103)$(1,561)$(818)
Pro forma Adjusted EBITDA Less Interest, Capex and Taxes$11,352 $7,090 $17,081 $48,014 
(a) Other includes net loss (gain) on sale and retirement of assets and other (income) expense, net.
15


The following tables reconcile Operating Income, the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted Operating Income by segment for the three months ended December 31, 2020 and 2019 (in thousands):
Three Months ended December 31, 2020
AdvertisingTownsquare InteractiveLive EventsCorporate and Other Reconciling ItemsTotal
Operating income (loss)$23,805 $5,762 $(191)$(8,113)$21,263 
Depreciation and amortization3,563 131 45 1,075 4,814 
Corporate expenses— — — 6,161 6,161 
Stock-based compensation29 27 415 473 
Transaction costs— — — 29 29 
Business realignment costs— — 20 430 450 
Impairment of long-lived and intangible assets— — — — — 
Net loss on sale and retirement of assets— — — 
Adjusted Operating Income (Loss)$27,397 $5,920 $(124)$ $33,193 

Three Months ended December 31, 2019
AdvertisingTownsquare InteractiveLive EventsCorporate and Other Reconciling ItemsTotal
Operating income (loss)(80,879)4,616 36 (15,197)$(91,424)
Depreciation and amortization900 134 135 4,576 5,745 
Corporate expenses— — — 8,319 8,319 
Stock-based compensation52 23 447 524 
Transaction costs— — — 1,049 1,049 
Business realignment costs(161)— — 162 
Impairment of goodwill69,034 — — — 69,034 
Impairment of long-lived and intangible assets39,357 — — 693 40,050 
Net gain on sale and retirement of assets— — — (49)(49)
Adjusted Operating Income$28,303 $4,773 $173 $ $33,249 


16


The following tables reconcile Operating Income, the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted Operating Income and Pro Forma Adjusted Operating Income by segment for the years ended December 31, 2020, and 2019 (in thousands):

Actual
For the Year Ended December 31, 2020
AdvertisingTownsquare InteractiveLive EventsCorporate and Other Reconciling ItemsTotal
Operating (loss) income$(55,281)$20,482 $(1,086)$(39,083)$(74,968)
Depreciation and amortization14,303 529 438 4,837 20,107 
Corporate expenses— — — 26,885 26,885 
Stock-based compensation145 90 1,840 2,084 
Transaction costs— — — 2,653 2,653 
Business realignment costs— — 304,000 2,785 3,089 
Impairment of long-lived and intangible assets108,483 — 575 — 109,058 
Net loss on sale and retirement of assets— — — 83 83 
Adjusted Operating Income$67,650 $21,101 $240 $ $88,991 

Pro Forma
For the Year Ended December 31, 2020
AdvertisingTownsquare InteractiveLive EventsCorporate and Other Reconciling ItemsTotal
Operating (loss) income$(55,281)$20,482 $(1,086)$(39,083)$(74,968)
Depreciation and amortization14,303 529 438 4,837 20,107 
Corporate expenses— — — 26,885 26,885 
Stock-based compensation145 90 1,840 2,084 
Transaction costs— — — 2,653 2,653 
Business realignment costs— — 304,000 2,785 3,089 
Impairment of long-lived and intangible assets108,483 — 575 — 109,058 
Net loss on sale and retirement of assets— — — 83 83 
Adjusted Operating Income$67,650 $21,101 $240 $ $88,991 

Actual
For the Year Ended December 31, 2019
AdvertisingTownsquare InteractiveLive EventsCorporate and Other Reconciling ItemsTotal
Operating income (loss)$(11,271)$18,551 $2,752 $(47,167)$(37,135)
Depreciation and amortization10,920 509 544 13,863 25,836 
Corporate expenses— — — 28,599 28,599 
Stock-based compensation221 106 29 2,236 2,592 
Transaction costs— — — 1,518 1,518 
Business realignment costs— — — 166 166 
Impairment of goodwill69,034 — — — 69,034 
Impairment of long-lived and intangible assets39,588 — — 693 40,281 
Net loss on sale and retirement of assets— — — 92 92 
Adjusted Operating Income$108,492 $19,166 $3,325 $ $130,983 

17


Pro Forma
For the Year Ended December 31, 2019
AdvertisingTownsquare InteractiveLive EventsCorporate and Other Reconciling ItemsTotal
Operating income (loss)$(11,271)$18,551 $2,398 $(47,167)$(37,489)
Depreciation and amortization10,920 509 544 13,863 25,836 
Corporate expenses— — — 28,599 28,599 
Stock-based compensation221 106 29 2,236 2,592 
Transaction costs— — — 1,518 1,518 
Business realignment costs— — — 166 166 
Impairment of goodwill69,034 — — — 69,034 
Impairment of long-lived and intangible assets39,588 — — 693 40,281 
Net loss on sale and retirement of assets— — — 92 92 
Adjusted Operating Income$108,492 $19,166 $2,971 $ $130,629 

18

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