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Townsquare Announces Strong First Quarter Net Revenue Growth Of 6.5% And Adjusted EBITDA Increase 8.3%

Digital Revenue Over 33% of Total Net Revenue for the First Time Ever

GREENWICH, Conn., May 7, 2019 /PRNewswire/ -- Townsquare Media, Inc. (TSQ) ("Townsquare," the "Company," "we," "us," or "our") announced today financial results for the first quarter ended March 31, 2019.

Townsquare Media, Inc.

"Townsquare is off to a great start in 2019 with strong operational and financial performance, demonstrated by our first quarter Adjusted EBITDA growth of 8.3%," commented Bill Wilson, Chief Executive Officer of Townsquare. "We have continued the strong momentum we experienced throughout 2018, as our team once again delivered double-digit revenue growth in our Townsquare Ignite and Townsquare Interactive divisions, leading to total net revenue growth of 6.5% in the first quarter of 2019.  As a result of our continued growth and strength in digital, we are pleased to announce that for the first time in our history, digital revenue contributed over one-third of the Company's total net revenue.  Given our diversified revenue base, today and moving forward we believe Townsquare is best described as a premier local media and digital marketing solutions company."

"To that point, beginning in the first quarter of 2019 I am very pleased to share that we have provided segmentation of our financial results. In particular this will allow you to see the strong profit that is generated by Townsquare Interactive, our digital marketing solutions business which currently serves approximately 16,200 monthly subscribers.  In the first quarter of 2019, Townsquare Interactive had net revenue growth of 31.6% and Adjusted Operating Income growth of 34.8%, operating at a 31% margin.  As noted previously, we believe that Townsquare Interactive, as well as our Townsquare Ignite division, will each generate $100 million in annual net revenue within the next three to five years."

The Company announced today that its board of directors approved a quarterly cash dividend of $0.075 per share.  The dividend will be payable on August 15, 2019 to shareholders of record as of the close of business on June 28, 2019.

On April 30, 2019, the Company entered into an amendment under its existing credit agreement to, among other things, extend the maturity date of the existing revolving credit facility by two years to April 1, 2022, coterminous with the Term Loan maturity date (with a springing maturity six months inside of the maturity date of the Term Loan) and to amend certain asset sale provisions.

First Quarter Highlights*

  • As compared to the first quarter of 2018 on a GAAP basis:
  • As compared to the first quarter of 2018 on a pro forma basis:
  • Diluted net income per share from continuing operations was $0.09
  • Townsquare Interactive added 850 net subscribers, ending the quarter with approximately 16,200 subscribers

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

Segment Reporting

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

Quarter Ended March 31, 2019 Compared to the Quarter March 31, 2018

Net Revenue

Net revenue for the quarter ended March 31, 2019 increased $5.7 million, or 6.5%, to $93.7 million, as compared to $88.0 million in the same period last year.  Advertising net revenue increased $2.8 million, or 3.9% to $74.3 million, Townsquare Interactive net revenue increased $3.4 million, or 31.6%, to $14.2 million, and Live Events net revenue decreased $0.5 million, or 8.6%, to $5.2 million, each as compared to the same period last  year.  Excluding political revenue, net revenue increased $6.1 million, or 7.0%, to $93.4 million, and Advertising net revenue increased $3.2 million, or 4.5%, to $74.0 million.

Pro forma net revenue for the quarter ended March 31, 2019 increased $4.2 million, or 4.7%, to $93.7 million, as compared to $89.5 million in the same period last year.  As used in this release, the term "pro forma" means pro forma for our acquisition of three radio stations in Princeton, NJ on July 2, 2018.  Advertising net revenue increased $1.3 million, or 1.7%, to $74.3 million, Townsquare Interactive net revenue increased $3.4 million, or 31.6%, to $14.2 million, and Live Events net revenue decreased $0.5 million, or 9.2%, to $5.2 million, each as compared to the same period last year.  Excluding political revenue, net revenue increased $4.6 million, or 5.1%, to $93.4 million, and Advertising net revenue increased $1.7 million, or 2.3%, to $74.0 million.

Net Loss
Net loss for the quarter ended March 31, 2019 decreased $21.8 million, or 82.0%, to a net loss of $4.8 million, as compared to a net loss of $26.6 million in the same period last year.  Net income from continuing operations decreased $1.1 million or 31.5%, to $2.4 million, as compared to $3.5 million in the same period last year.

Pro forma net loss for the quarter ended March 31, 2019 decreased $21.5 million, or 81.8%, to a net loss of $4.8 million, as compared to a net loss of $26.3 million in the same period last year.

Adjusted EBITDA
Adjusted EBITDA for the quarter ended March 31, 2019 increased $1.5 million, or 8.3%, to $19.5 million, as compared to $18.0 million in the same period last year.

Pro forma Adjusted EBITDA for the quarter ended March 31, 2019 increased $1.2 million, or 6.7%, to $19.5 million as compared to $18.2 million in the same period last year.

Liquidity and Capital Resources

As of March 31, 2019, we had a total of $60.8 million of cash on hand and $50.0 million of available borrowing capacity under our revolving credit facility. As of March 31, 2019, we had $560.5 million of outstanding indebtedness, representing 5.8x and 5.1x gross and net leverage, respectively, based on pro forma Adjusted EBITDA for the twelve months ended March 31, 2019 of $97.3 million.

The table below presents a summary, as of May 6, 2019, 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


14,313,844

One vote per share.

Class B common stock


3,011,634

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


27,939,495






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 Call
Townsquare Media, Inc. will host a conference call to discuss certain first quarter 2019 financial results and 2019 guidance on Tuesday, May 7, 2019 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 13689667. A live webcast of the conference call will also be available on the equity investor relations page of the Company's website at www.townsquaremedia.com.

A replay of the conference call will be available through May 14, 2019. To access the replay, please dial 1-844-512-2921 (U.S. & Canada) or 1-412-317-6671 (International) and enter confirmation code 13689667. A web-based archive of the conference call will also be available at the above website.

About Townsquare Media, Inc.
Townsquare is a radio, digital media, entertainment and digital marketing solutions company principally focused on being the premier local advertising and marketing solutions platform in small and mid-sized markets across the U.S. Our assets include 321 radio stations and more than 330 local websites in 67 U.S. markets, a digital marketing solutions company (Townsquare Interactive) serving approximately 16,200 small to medium sized businesses, a proprietary digital programmatic advertising platform (Townsquare Ignite) and approximately 200 local live events each year.  Our brands include local media assets such as WYRK, KLAQ, K2 and NJ101.5; iconic local and regional events such as WYRK's Taste of Country, the Boise Music Festival, the Red Dirt BBQ & Music Festival and Taste of Fort Collins; and leading tastemaker music and entertainment websites such as XXLmag.com, TasteofCountry.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. See "Risk Factors" and "Forward-Looking Statements" included in our Annual Report on Form 10-K for the year ended December 31, 2018, 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 Definitions
In this press release, we refer to Adjusted Operating Income, 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 Operating Income as operating income before the deduction of depreciation and amortization, stock-based compensation, corporate expenses, transaction costs, business realignment costs, impairment loss of goodwill and intangible assets, impairment loss on investment 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 and intangible assets, impairment loss on investment, net (income) loss from discontinued operations, net of income taxes, net (loss) gain on sale and retirement of assets, other expense (income) net, and gain (loss) on foreign exchange. 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 transaction costs, business realignment costs, net loss from discontinued operations, net of income taxes, and net loss (gain) on sale and retirement of assets.  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 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.  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.  Where we use the term "pro forma", it refers to pro forma financial information for our acquisition of three radio stations in Princeton, NJ on July 2, 2018. as if the acquisition had occurred on January 1, 2018.

We use Adjusted Operating Income to evaluate the operating performance of our business segments. 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 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 Less Interest, Capex and Taxes, Adjusted Net Income, and Adjusted Net Income Per Share when determining discretionary bonuses.

Investor Relations
Claire Yenicay
(203) 900-5555
investors@townsquaremedia.com


 

TOWNSQUARE MEDIA, INC.

CONSOLIDATED BALANCE SHEETS

(in Thousands, Except Share and Per Share Data)

(unaudited)



March 31,
 2019


December 31,
 2018

ASSETS




Current assets:




Cash and cash equivalents

$

60,808



$

61,396


Accounts receivable, net of allowance of $3,187 and $3,454, respectively

56,167



62,459


Prepaid expenses and other current assets

10,150



8,939


Current assets held for sale

10,185



19,763


Total current assets

137,310



152,557


Property and equipment, net

112,771



112,377


Intangible assets, net

478,376



478,938


Goodwill

226,981



226,981


Investments

11,775



9,505


Operating lease right-of-use assets

45,724




Other assets

294



6,909


Total assets

$

1,013,231



$

987,267


LIABILITIES AND STOCKHOLDERS' EQUITY




Current liabilities:




Accounts payable

$

12,828



$

13,393


Current portion of long-term debt

5



5


Deferred revenue

8,726



7,922


Accrued expenses and other current liabilities

17,778



32,749


Short-term operating lease liabilities

8,980




Accrued interest

9,169



4,563


    Current liabilities held for sale

10,375



6,931


Current liabilities of discontinued operations

203



207


Total current liabilities

68,064



65,770


Long-term debt, less current portion (net of deferred finance costs of $4,779 and $5,155, respectively)

555,705



555,330


Deferred tax liability

14,424



16,031


Long-term operating lease liabilities

39,785




Other long-term liabilities

1,788



8,559


Total liabilities

679,766



645,690


Stockholders' equity:




    Class A common stock, par value $0.01 per share; 300,000,000 shares authorized; 14,313,844 and

    14,297,066 shares issued and outstanding as of March 31, 2019, and December 31, 2018,

    respectively

143



143


    Class B common stock, par value $0.01 per share; 50,000,000 shares authorized; 3,011,634
       shares issued and outstanding

30



30


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

17



17


    Total common stock

190



190


    Additional paid-in capital

366,711



365,835


    Retained deficit

(33,883)



(25,735)


    Non-controlling interest

447



1,287


Total stockholders' equity

333,465



341,577


Total liabilities and stockholders' equity

$

1,013,231



$

987,267



 

TOWNSQUARE MEDIA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in Thousands, Except Per Share Data)

(unaudited)



Three Months Ended
 March 31,


2019


2018





Net revenue

$

93,682



$

87,983






Operating costs and expenses:




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

68,629



64,356


Depreciation and amortization

6,508



4,383


Corporate expenses

5,587



5,649


Stock-based compensation

876



190


Transaction costs

148



159


Business realignment costs

4




Net loss (gain) on sale and retirement of assets

19



(10)


    Total operating costs and expenses

81,771



74,727


    Operating income

11,911



13,256


Other expense:




Interest expense, net

8,595



8,427


Other expense, net

34



32


    Income from continuing operations before income taxes

3,282



4,797


Provision for income taxes

908



1,330


Net income from continuing operations

2,374



3,467


Net loss from discontinued operations, net of income taxes

(7,164)



(30,056)


Net loss

$

(4,790)



$

(26,589)






Net income (loss) attributable to:




     Controlling interests

$

(5,237)



$

(26,807)


     Non-controlling interests

447



218






Basic income (loss) per share:




    Continuing operations

$

0.13



$

0.19


    Discontinued operations

$

(0.39)



$

(1.63)






Diluted income (loss) per share:




    Continuing operations

$

0.09



$

0.13


    Discontinued operations

$

(0.26)



$

(1.09)






Weighted average shares outstanding:




     Basic

18,478



18,478


     Diluted

27,456



27,456






Cash dividend declared per share

$

0.075



$

0.075


 

TOWNSQUARE MEDIA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in Thousands)

(unaudited)



Three Months Ended
 March 31,


2019


2018

Cash flows from operating activities:




Net loss

$

(4,790)



$

(26,589)


Loss from discontinued operations

(7,164)



(30,056)


Income from continuing operations

2,374



3,467


Adjustments to reconcile income from continuing operations to net cash flows from operating activities




   Depreciation and amortization

6,508



4,383


   Amortization of deferred financing costs

376



382


   Net deferred taxes and other

908



1,330


   Provision for doubtful accounts

243



549


   Stock-based compensation expense

876



190


   Trade activity, net

(2,503)



(3,835)


   Non-cash interest expense



(5)


   Write-off of deferred financing costs



97


   Net loss (gain) on sale of assets

19



(10)


Changes in assets and liabilities, net of acquisitions:




   Accounts receivable

6,862



7,902


   Prepaid expenses and other assets

(1,847)



(2,865)


   Accounts payable

(563)



(2,720)


   Accrued expenses

(14,617)



(7,617)


   Accrued interest

4,607



3,549


   Other long-term liabilities

809



(208)


Net cash provided by operating activities - continuing operations

4,052



4,589


Net cash provided by (used in) operating activities - discontinued operations

1,890



(5,169)


Net cash  provided by (used in) operating activities

5,942



(580)






Cash flows from investing activities:




   Purchase of property and equipment

(5,033)



(4,420)


   Payments for acquisitions, net of cash acquired

(3)



(48)


   Proceeds from sale of assets

63



50


Net cash used in investing activities - continuing operations

(4,973)



(4,418)


Net cash provided by (used in) investing activities - discontinued operations

1,790



(1,020)


Net cash used in investing activities

(3,183)



(5,438)






Cash flows from financing activities:




   Repayment of bank debt



(9,519)


   Dividend payments

(2,059)




   Cash distribution to non-controlling interest

(1,287)



(8)


   Repayments of capitalized obligations

(1)



(1)


Net cash used in financing activities - continuing operations

(3,347)



(9,528)


Net cash used in financing activities - discontinued operations



(19)


Net cash used in financing activities

(3,347)



(9,547)






        Effect of exchange rate changes



3


        Net decrease in cash and cash equivalents

(588)



(15,562)


        Cash and cash equivalents:




        Beginning of period

61,396



62,041


        End of period

$

60,808



$

46,479



 

TOWNSQUARE MEDIA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(in Thousands)

(unaudited)



Three Months Ended
 March 31,


2019


2018

Supplemental Disclosure of Cash Flow Information:




   Cash payments:




Interest

$

3,889



$

4,434


Income taxes

68



32






Supplemental Disclosure of Non-cash Activities:




Dividends declared during the period

$

2,095



$

2,061


 

TOWNSQUARE MEDIA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS BY SEGMENT

(in Thousands, Except Per Share Data)

(unaudited)



Three Months Ended
 March 31,


2019


2018

Advertising net revenue

$

74,315



$

71,541


Townsquare Interactive net revenue

14,208



10,796


Live Events net revenue

5,159



5,646


Net revenue

93,682



87,983


Operating costs and expenses:




Advertising operating expenses

54,889



52,650


Townsquare Interactive operating expenses

9,827



7,545


Live Events operating expenses

3,913



4,161


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

68,629



64,356


Depreciation and amortization

6,508



4,383


Corporate expenses

5,587



5,649


Stock-based compensation

876



190


Transaction costs

148



159


Business realignment costs

4




Net loss (gain) on sale and retirement of assets

19



(10)


    Total operating costs and expenses

81,771



74,727


    Operating income

11,911



13,256


Other expense:




Interest expense, net

8,595



8,427


Other expense, net

34



32


    Income from continuing operations before income taxes

3,282



4,797


Provision for income taxes

908



1,330


Net income from continuing operations

2,374



3,467


Net loss from discontinued operations, net of income taxes

(7,164)



(30,056)


Net loss

$

(4,790)



$

(26,589)



The following table presents net revenue and Adjusted Operating Income by segment, for the five quarters ended March 31, 2019 (in thousands):


Actual


March 31,
2018


June 30,
2018


September
30, 2018


December
31, 2018


March 31,
2019

Advertising net revenue

$

71,541



$

86,306



$

88,454



$

93,056



$

74,315


Townsquare Interactive net revenue

10,796



11,685



12,608



13,510



14,208


Live Events net revenue

5,646



7,328



4,945



2,381



5,159


Net revenue

87,983



105,319



106,007



108,947



93,682


Advertising Adjusted Operating Income

18,891



27,724



29,752



28,118



19,426


Townsquare Interactive Adjusted Operating Income

3,251



3,416



3,655



3,979



4,381


Live Events Adjusted Operating Income

1,485



1,457



431



72



1,246


Adjusted Operating Income

$

23,627



$

32,597



$

33,838



$

32,169



$

25,053


The following table presents on a pro forma basis, net revenue and Adjusted Operating Income by segment, for the five quarters ended March 31, 2019 (in thousands):


Pro Forma


March 31,
2018


June 30,
2018


September
30, 2018


December
31, 2018


March 31,
2019

Advertising net revenue

$

73,038



$

88,285



$

88,454



$

93,056



$

74,315


Townsquare Interactive net revenue

10,796



11,685



12,608



13,510



14,208


Live Events net revenue

5,681



7,425



4,945



2,381



5,159


Net revenue

89,515



107,395



106,007



108,947



93,682


Advertising Adjusted Operating Income

19,165



28,452



29,752



28,118



19,426


Townsquare Interactive Adjusted Operating Income

3,251



3,416



3,655



3,979



4,381


Live Events Adjusted Operating Income

1,482



1,476



431



72



1,246


Adjusted Operating Income

$

23,898



$

33,344



$

33,838



$

32,169



$

25,053



The following table reconciles on a GAAP basis net loss, the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted Net Income for the three months ended March 31, 2019, and 2018, respectively (in thousands, except per share data):


Three Months Ended
 March 31,


2019


2018

Net income from continuing operations

$

2,374



$

3,467


Net loss from discontinued operations, net of income taxes

(7,164)



(30,056)


Net loss

(4,790)



(26,589)


  Provision for income taxes

908



1,330


Loss before income taxes

(3,882)



(25,259)


Transaction costs

148



159


Business realignment costs

4




Net loss (gain) on sale and retirement of assets

19



(10)


Net loss from discontinued operations, net of income taxes

7,164



30,056


Adjusted net income before income taxes

3,453



4,946


   Provision for income taxes

955



1,372


Adjusted Net Income

$

2,498



$

3,574






Adjusted Net Income Per Share




   Basic

$

0.14



$

0.19


   Diluted

$

0.09



$

0.13






Weighted average shares outstanding:




     Basic

18,478



18,478


     Diluted

27,456



27,456



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 ended March 31 2019, and 2018, respectively (dollars in thousands):


Actual


Three Months Ended
March 31,


2019


2018

Net income from continuing operations

$

2,374



$

3,467


Net loss from discontinued operations, net of income taxes

(7,164)



(30,056)


Net loss

(4,790)



(26,589)


  Provision for income taxes

908



1,330


  Interest expense, net

8,595



8,427


Depreciation and amortization

6,508



4,383


Stock-based compensation

876



190


Transaction costs

148



159


Business realignment costs

4




  Net loss from discontinued operations, net of income taxes

7,164



30,056


  Other (a)

53



22


Adjusted EBITDA

19,466



17,978


Net cash paid for interest

(3,889)



(4,434)


Capital expenditures

(5,033)



(4,420)


Cash paid for taxes

(68)



(32)


Adjusted EBITDA Less Interest, Capex and Taxes

$

10,476



$

9,092



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

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 Adjusted EBITDA and Adjusted EBITDA Less Interest, Capex and Taxes for the three months March 31, 2019, and 2018, respectively (dollars in thousands):


Pro forma


Three Months Ended
 March 31,


2019


2018

Net income from continuing operations

$

2,374



$

3,467


Net loss from discontinued operations, net of income taxes

(7,164)



(30,056)


Net loss

(4,790)



(26,589)


   Net income from acquisition



271


Pro forma net loss

(4,790)



(26,318)


  Provision for income taxes

908



1,330


  Interest expense, net

8,595



8,427


Depreciation and amortization

6,508



4,383


Stock-based compensation

876



190


Transaction costs

148



159


Business realignment costs

4




  Net loss from discontinued operations, net of income taxes

7,164



30,056


  Other (a)

53



22


Pro forma Adjusted EBITDA

19,466



18,249


Net cash paid for interest

(3,889)



(4,434)


Capital expenditures

(5,033)



(4,436)


Cash paid for taxes

(68)



(32)


Pro forma Adjusted EBITDA Less Interest, Capex and Taxes

$

10,476



$

9,347



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

The following table reconciles net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted EBITDA on a quarterly basis for the twelve months ended March 31, 2019 (dollars in thousands):


Actual


Twelve
Months
Ended


June 30,
2018


September 30,
2018


December 31,
2018


March 31,
2019


March 31,
2019

Net income (loss)

$

1,634



$

9,691



$

(16,309)



$

(4,790)



$

(9,774)


  Provision (benefit) for income taxes

3,723



3,699



(6,928)



908



1,402


  Interest expense, net

8,532



8,640



8,667



8,595



34,434


  Repurchase of debt





(140)





(140)


Depreciation and amortization

4,409



4,644



4,672



6,508



20,233


Stock-based compensation

246



597



600



876



2,319


Transaction costs

677



167



462



148



1,454


Business realignment costs





2,128



4



2,132


Impairment of goodwill and intangible assets





19,888





19,888


  Impairment loss on investment





5,007





5,007


  Net loss (income) from discontinued

  operations, net of income taxes

6,424



(501)



6,683



7,164



19,770


  Other (a)

(340)



38



32



53



(217)


Adjusted EBITDA

$

25,305



$

26,975



$

24,762



$

19,466



$

96,508



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

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 Adjusted EBITDA on a quarterly basis and for the twelve months ended March 31, 2019 (dollars in thousands):


Pro Forma


Twelve
Months
Ended


June 30,
2018


September 30,
2018


December 31,
2018


March 31,
2019


March 31,
2019

Net income (loss)

$

1,634



$

9,691



$

(16,309)



$

(4,790)



$

(9,774)


   Net income from acquisition

748









748


Pro forma net income (loss)

2,382



9,691



(16,309)



(4,790)



(9,026)


  Provision (benefit) for income taxes

3,723



3,699



(6,928)



908



1,402


  Interest expense, net

8,532



8,640



8,667



8,595



34,434


  Repurchase of debt





(140)





(140)


Depreciation and amortization

4,409



4,644



4,672



6,508



20,233


Stock-based compensation

246



597



600



876



2,319


Transaction costs

677



167



462



148



1,454


Business realignment costs





2,128



4



2,132


Impairment of goodwill and intangible assets





19,888





19,888


  Impairment loss on investment





5,007





5,007


  Net loss (income) from discontinued

  operations, net of income taxes

6,424



(501)



6,683



7,164



19,770


  Other (a)

(340)



38



32



53



(217)


Adjusted EBITDA

$

26,053



$

26,975



$

24,762



$

19,466



$

97,256



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

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 (in thousands):


Three Months Ended March 31, 2019


Operating
Income

Depreciation
and
amortization

Stock-based
compensation

Corporate
expenses

Transaction
costs

Business
realignment
costs

Impairment
loss of
goodwill
and
intangible
assets

Impairment
loss on
investment

Net loss
on sale
and
retirement
of assets

Adjusted
Operating
Income

Advertising

$

16,236


$

3,098


$

92


$


$


$


$


$


$


$

19,426


Townsquare
Interactive

4,225


121


35








4,381


Live Events

1,078


145


23








1,246


Corporate and
Other
Reconciling
Items

(9,628)


3,144


726


5,587


148


4




19



Consolidated

$

11,911


$

6,508


$

876


$

5,587


$

148


$

4


$


$


$

19


$

25,053


 


Three Months Ended December 31, 2018


Operating
Income

Depreciation
and
amortization

Stock-based
compensation

Corporate
expenses

Transaction
costs

Business
realignment
costs

Impairment
loss of
goodwill
and
intangible
assets

Impairment
loss on
investment

Net gain
on sale
and
retirement
of assets

Adjusted
Operating
Income

Advertising

$

25,191


$

2,877


$

50


$


$


$


$


$


$


$

28,118


Townsquare
Interactive

3,845


116


18








3,979


Live Events

(96)


152


16








72


Corporate and
Other
Reconciling
Items

(36,923)


1,527


516


7,409


462


2,128


19,888


5,007


(14)



Consolidated

$

(7,983)


$

4,672


$

600


$

7,409


$

462


$

2,128


$

19,888


$

5,007


$

(14)


$

32,169


 


Three Months Ended September 30, 2018


Operating
Income

Depreciation
and
amortization

Stock-based
compensation

Corporate
expenses

Transaction
costs

Business
realignment
costs

Impairment
loss of
goodwill
and
intangible
assets

Impairment
loss on
investment

Net gain
on sale
and
retirement
of assets

Adjusted
Operating
Income

Advertising

$

26,811


$

2,899


$

42


$


$


$


$


$


$


$

29,752


Townsquare
Interactive

3,538


107


10








3,655


Live Events

176


243


12








431


Corporate and
Other
Reconciling
Items

(8,955)


1,396


533


6,863


167





(4)



Consolidated

$

21,570


$

4,645


$

597


$

6,863


$

167


$


$


$


$

(4)


$

33,838


 


Three Months Ended June 30, 2018


Operating
Income

Depreciation
and
amortization

Stock-based
compensation

Corporate
expenses

Transaction
costs

Business
realignment
costs

Impairment
loss of
goodwill
and
intangible
assets

Impairment
loss on
investment

Net gain
on sale
and
retirement
of assets

Adjusted
Operating
Income

Advertising

$

24,981


$

2,704


$

39


$


$


$


$


$


$


$

27,724


Townsquare
Interactive

3,299


109


8








3,416


Live Events

1,315


135


7








1,457


Corporate and
Other
Reconciling
Items

(9,233)


1,462


192


7,290


677





(388)



Consolidated

$

20,362


$

4,410


$

246


$

7,290


$

677


$


$


$


$

(388)


$

32,597


 


Three Months Ended March 31, 2018


Operating
Income

Depreciation
and
amortization

Stock-based
compensation

Corporate
expenses

Transaction
costs

Business
realignment
costs

Impairment
loss of
goodwill
and
intangible
assets

Impairment
loss on
investment

Net gain
on sale
and
retirement
of assets

Adjusted
Operating
Income

Advertising

$

16,193


$

2,670


$

28


$


$


$


$


$


$


$

18,891


Townsquare
Interactive

3,129


115


7








3,251


Live Events

1,347


136


2








1,485


Corporate and
Other
Reconciling
Items

(7,413)


1,462


153


5,649


159





(10)



Consolidated

$

13,256


$

4,383


$

190


$

5,649


$

159


$


$


$


$

(10)


$

23,627


 

Cision

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