TOWNSQUARE'S SECOND QUARTER NET REVENUE AND ADJUSTED EBITDA REACH ALL-TIME HIGH WITH NET REVENUE +14% AND ADJUSTED EBITDA +7% YEAR-OVER-YEAR – PR Newswire

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June YTD 2022 Digital Revenue and Adjusted Operating Income 50% of Total
Net Leverage Declines to 4.65x
Raising 2022 Guidance
PURCHASE, N.Y., Aug. 2, 2022 /PRNewswire/ — Townsquare Media, Inc. (NYSE: TSQ) ("Townsquare", the "Company," "we," "us," or "our") announced today its financial results for the second quarter ended June 30, 2022.
"I am proud to share that the Townsquare Team delivered another quarter of strong revenue and profit growth, and in doing so, we achieved all-time record highs for both net revenue and Adjusted EBITDA. Our performance clearly demonstrates the strength and differentiation of our digital businesses and our legacy broadcast business. Townsquare’s second quarter net revenue increased year-over-year by +14%, exceeding our guidance range, and Adjusted EBITDA increased +7% year-over-year, meeting our guidance range. In addition, our digital revenue growth accelerated from the first quarter (Q1 +16% year-over-year), with second quarter total digital revenue increasing +21% year-over-year. Our strong top-line growth, margin profile, and cash generation characteristics have contributed to the reduction of our net leverage, now at a historical low of 4.65x as of June 30th, including the repurchase and retirement of $19 million of our Senior Secured Notes at or below par in Q2," commented Bill Wilson, Chief Executive Officer of Townsquare Media, Inc. "We are also pleased to announce that we are raising our FY 2022 guidance following the close of the Cherry Creek acquisition on June 17th. Our updated full year guidance reflects the ongoing momentum of our business and the strength of our performance to date, fueled by our differentiated digital platform. As a Digital First Local Media Company focused principally on markets outside of the Top 50 in the United States, we have a resilient digital growth engine supported by subscription digital marketing solutions, with a large addressable market and limited competition. As we move forward, we expect double-digit digital net revenue growth to continue at strong margins, reaching our digital revenue target of at least $275 million in 2024. With half of our total revenue and profit coming from digital today, it is our belief that over time as digital continues to meaningfully grow, Townsquare should and will be afforded a sum-of the-parts valuation that our digital assets deserve."
Segment Reporting
We have three reportable operating segments, Subscription Digital Marketing Solutions, Digital Advertising and Broadcast Advertising. The Subscription Digital Marketing Solutions segment includes our subscription digital marketing solutions business, Townsquare Interactive. The Digital Advertising segment, marketed externally as Townsquare Ignite, includes digital advertising on our owned and operated digital properties and our digital programmatic advertising platform. The Broadcast Advertising segment includes our local, regional, and national advertising products and solutions delivered via terrestrial radio broadcast, and other miscellaneous revenue that is associated with our broadcast advertising platform. The remainder of our business is reported in the Other category, which includes our live events business. The Company has presented segment information for the three and six months ended June 30, 2021 in conformity with the current period’s segment information.
Second Quarter Highlights*
Year to Date Highlights*
*See below for discussion of non-GAAP measures.
Guidance
For the third quarter of 2022, net revenue is expected to be between $120 million and $127 million and Adjusted EBITDA is expected to be between $30 million and $32 million.
For the full year 2022, net revenue guidance is raised to be between $465 million and $480 million and Adjusted EBITDA guidance is raised to be between $116 million and $121 million.
Quarter Ended June 30, 2022 Compared to the Quarter Ended June 30, 2021
Net Revenue
Net revenue for the three months ended June 30, 2022 increased $14.6 million, or 13.6%, as compared to the same period in 2021. Our Digital Advertising net revenue increased $7.5 million, or 25.4%, and our Subscription Digital Marketing Solutions net revenue increased $2.8 million, or 13.7%, as compared to the same period in 2021 due in part to the addition of approximately 1,150 additional net subscribers during the second quarter of 2022.
Our Other net revenue increased $3.7 million due to an increase in the number of live events held in the current period and our Broadcast Advertising net revenue increased $0.6 million, or 1.0%, as compared to the same period in 2021, due to increases in the purchase of new advertising by our clients.
Adjusted EBITDA
Adjusted EBITDA for the quarter ended June 30, 2022, increased $2.1 million, or 6.8%, to $32.4 million, as compared to $30.3 million in the same period last year. Adjusted EBITDA (Excluding Political) increased $1.4 million, or 4.8%, to $31.1 million, as compared to $29.6 million in the same period last year.
Net Income
Net income for the quarter ended June 30, 2022, decreased $5.2 million to $4.9 million, as compared to $10.1 million in the same period last year.
Six Months Ended June 30, 2022 Compared to the Six Months Ended June 30, 2021
Net Revenue
Net revenue for the six months ended June 30, 2022, increased $26.1 million, or 13.3%, as compared to the same period in 2021. Our Digital Advertising net revenue increased $11.7 million, or 21.4% and our Subscription Digital Marketing Solutions net revenue increased $5.6 million, or 14.3% as compared to the same period in 2021 due in part to the addition of approximately 2,200 additional net subscribers during the six months ended June 30, 2022.
Our Other net revenue increased $4.7 million due to the increase in live events held during the period, as compared to the same period a year ago. Our Broadcast Advertising net revenue increased $4.1 million, or 4.0%, due to increases in the purchase of new advertising by our clients.
Adjusted EBITDA
Adjusted EBITDA for the six months ended June 30, 2022 increased $4.0 million, or 8.0% to $54.4 million, as compared to $50.4 million in the same period last year. Adjusted EBITDA (Excluding Political) increased $3.4 million, or 6.9%, to $52.8 million, as compared to $49.4 million in the same period last year.
Net Income
Net income for the six months ended June 30, 2022 increased $3.7 million, or 93.2%, to $7.7 million, as compared to $4.0 million in the same period last year.
Liquidity and Capital Resources
As of June 30, 2022, we had a total of $22.8 million of cash and cash equivalents and $530.8 million of outstanding indebtedness, representing 4.86x and 4.65x gross and net leverage, respectively, based on Adjusted EBITDA for the twelve months ended June 30, 2022, of $109.1 million.
The table below presents a summary, as of July 29, 2022, of our outstanding common stock.
Security
Number
Outstanding

Description
Class A common stock
12,876,711
One vote per share.
Class B common stock
815,296
10 votes per share.1
Class C common stock
3,461,341
No votes.1
Total
17,153,348
1 Each share converts into one share of Class A common stock upon transfer or at the option of the holder, subject to certain
conditions, including compliance with FCC rules.

Conference Call
Townsquare Media, Inc. will host a conference call to discuss certain second quarter 2022 financial results and 2022 guidance on Tuesday, August 2, 2022 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 13731436. A live webcast of the conference call will also be available on the investor relations page of the Company’s website at www.townsquaremedia.com.
A replay of the conference call will be available through August 9, 2022. To access the replay, please dial 1-844-512-2921 (U.S. and Canada) or 1-412-317-6671 (International) and enter confirmation code 13731436. A web-based archive of the conference call will also be available at the above website.
About Townsquare Media, Inc.
Townsquare is a community-focused digital media and digital marketing solutions company with market leading local radio stations, principally focused outside the top 50 markets in the U.S. Our assets include a subscription digital marketing services business, Townsquare Interactive, providing website design, creation and hosting, search engine optimization, social media and online reputation management as well as other digital monthly services for approximately 29,000 SMBs; a robust digital advertising division, Townsquare Ignite, a powerful combination of a) an owned and operated portfolio of more than 400 local news and entertainment websites and mobile apps along with a network of leading national music and entertainment brands, collecting valuable first party data and b) a proprietary digital programmatic advertising technology stack with an in-house demand and data management platform; and a portfolio of 357 local terrestrial radio stations in 74 U.S. markets strategically situated outside the Top 50 markets in the United States. Our portfolio includes local media brands such as WYRK.com, WJON.com and NJ101.5.com, and premier national music brands such as XXLmag.com, TasteofCountry.com, UltimateClassicRock.com, and Loudwire.com. For more information, please visit www.townsquaremedia.com, www.townsquareinteractive.com and www.townsquareignite.com.
Forward-Looking 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. Actual events or results may differ materially from the results anticipated in these forward-looking statements as a result of a variety of factors. While it is impossible to identify all such factors, factors that could cause actual results to differ materially from those estimated by us include the impact of general economic conditions in the United States, or in the specific markets in which we currently do business including supply chain disruptions, inflation, labor shortages and the effect on advertising activity, industry conditions, including existing competition and future competitive technologies, the popularity of radio as a broadcasting and advertising medium, cancellations, disruptions or postponements of advertising schedules in response to national or world events, including the COVID-19 pandemic, our ability to develop and maintain digital technologies and hire and retain technical and sales talent, our dependence on key personnel, our capital expenditure requirements, our continued ability to identify suitable acquisition targets, and consummate and integrate any future acquisitions, legislative or regulatory requirements, risks and uncertainties relating to our leverage and changes in interest rates, our ability to obtain financing at times, in amounts and at rates considered appropriate by us, our ability to access the capital markets as and when needed and on terms that we consider favorable to us and other factors discussed in this section entitled "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in this report and under "Risk Factors" in our 2021 Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 16, 2022, as well as other risks discussed from time to time in our filings with the SEC. Many of these factors are beyond our ability to predict or control. In addition, as a result of these and other factors, our past financial performance should not be relied on as an indication of future performance. The cautionary statements referred to in this section also should be considered in connection with any subsequent written or oral forward-looking statements that may be issued by us or persons acting on our behalf. The forward-looking statements included in this report are made only as of the date hereof or as of the date specified herein. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Non-GAAP Financial Measures and 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, loss (gain) on extinguishment and modification of debt, transaction costs, depreciation and amortization, stock-based compensation, business realignment costs, impairment of long-lived assets, intangible assets and investments, change in fair value of investment, 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 of long-lived assets, intangible assets and investments, change in fair value of investment, net loss (gain) on sale and retirement of assets, loss (gain) on extinguishment and modification of debt, gain on insurance recoveries and net income attributable to non-controlling interest, net of income taxes. Adjusted Net Income Per Share is defined as Adjusted Net Income divided by the weighted average shares outstanding. We define Net Leverage as our total outstanding indebtedness, net of our total cash balance as of June 30, 2022, divided by our Adjusted EBITDA for the twelve months ended June 30, 2022. These measures do not represent, and should not be considered as alternatives to or superior to, financial results and measures determined or calculated in accordance with GAAP. In addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or principles. You should be aware that in the future we may incur expenses or charges that are the same as or similar to some of the adjustments in the presentation, and we do not infer that our future results will be unaffected by unusual or non-recurring items. In addition, these non-GAAP measures may not be comparable to similarly-named measures reported by other companies.
We use Adjusted Operating Income to evaluate the operating performance of our business segments. We use Adjusted EBITDA and Adjusted EBITDA (Excluding Political) to facilitate company-to-company operating performance comparisons by backing out potential differences caused by variations in capital structures (affecting interest expense), taxation and the age and book depreciation of facilities and equipment (affecting relative depreciation expense), which may vary for different companies for reasons unrelated to operating performance, and to facilitate year over year comparisons, by backing out the impact of political revenue which varies depending on the election cycle and may be unrelated to operating performance. We use Adjusted Net Income and Adjusted Net Income Per Share to assess total company operating performance on a consistent basis. We use Net Leverage to measure the Company’s ability to handle its debt burden. We believe that these measures, when considered together with our GAAP financial results, provide management and investors with a more complete understanding of our business operating results, including underlying trends, by excluding the effects of transaction costs, net loss (gain) on sale and retirement of assets, business realignment costs and certain impairments. Further, while discretionary bonuses for members of management are not determined with reference to specific targets, our board of directors may consider Adjusted Operating Income, Adjusted EBITDA, Adjusted EBITDA (Excluding Political), Adjusted Net Income, Adjusted Net Income Per Share and Net Leverage when determining discretionary bonuses.
Investor Relations
Claire Yenicay
(203) 900-5555
[email protected]
TOWNSQUARE MEDIA, INC.
CONSOLIDATED BALANCE SHEETS
(in Thousands, Except Share and Per Share Data)
(unaudited)
June 30,
2022

December 31,
2021

ASSETS
Current assets:
   Cash and cash equivalents
$              22,825
$              50,505
Accounts receivable, net of allowance of $5,561 and $6,743, respectively
63,458
57,647
   Prepaid expenses and other current assets
12,205
12,086
Total current assets  
98,488
120,238
Property and equipment, net
109,944
106,717
Intangible assets, net
300,935
278,265
Goodwill
166,324
157,947
Investments
16,445
18,217
Operating lease right-of-use-assets
49,910
42,996
Other assets
2,067
1,437
Restricted cash
494
494
Total assets  
$            744,607
$            726,311
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
  Accounts payable
$                8,783
$                5,676
  Deferred revenue
10,435
10,208
  Accrued compensation and benefits
9,453
14,411
  Accrued expenses and other current liabilities
25,684
22,512
  Operating lease liabilities, current
8,651
7,396
  Accrued interest
15,197
15,754
Total current liabilities
78,203
75,957
Long-term debt, net of deferred finance costs of $7,348 and $8,479, respectively
523,418
541,521
Deferred tax liability
22,395
20,081
Operating lease liability, net of current portion
44,151
38,743
Other long-term liabilities
16,965
425
Total liabilities  
685,132
676,727
Stockholders’ equity:
Class A common stock, par value $0.01 per share; 300,000,000 shares authorized; 12,876,711 and
12,573,654 shares issued and outstanding, respectively

129
126
Class B common stock, par value $0.01 per share; 50,000,000 shares authorized; 815,296 and
815,296 shares issued and outstanding, respectively

8
8
Class C common stock, par value $0.01 per share; 50,000,000 shares authorized; 3,461,341 and
3,461,341 shares issued and outstanding, respectively

35
35
   Total common stock
172
169
   Treasury stock, at cost; 25,623 and zero shares of Class A common stock, respectively
(225)

   Additional paid-in capital
306,997
302,724
   Accumulated deficit
(250,017)
(256,635)
   Non-controlling interest  
2,548
3,326
Total stockholders’ equity  
59,475
49,584
Total liabilities and stockholders’ equity  
$            744,607
$            726,311
TOWNSQUARE MEDIA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in Thousands, Except Per Share Data)
(unaudited)
Three Months Ended 
June 30,
Six Months Ended 
June 30,
2022
2021
2022
2021
Net revenue
$       121,924
$         107,338
$      222,166
$         196,099
Operating costs and expenses:
Direct operating expenses, excluding depreciation, amortization, and stock-based
compensation

83,833
71,591
157,596
136,118
Depreciation and amortization
4,314
4,996
9,079
9,725
Corporate expenses
5,739
5,452
10,148
9,586
Stock-based compensation
839
894
1,708
1,956
Transaction and business realignment costs
824
456
1,276
5,361
Impairment of long-lived assets, intangible assets and investments
9,419
95
9,897
95
Net loss (gain) on sale and retirement of assets
89
34
(219)
627
    Total operating costs and expenses
105,057
83,518
189,485
163,468
    Operating income
16,867
23,820
32,681
32,631
Other expense (income):
Interest expense, net
10,044
9,809
20,071
19,964
(Gain) loss on repurchases, extinguishment and modification of debt
(108)

(108)
5,997
Other expense (income), net
806
(40)
2,394
(377)
    Income from operations before tax
6,125
14,051
10,324
7,047
Income tax provision
1,206
3,977
2,664
3,082
Net income
$           4,919
$           10,074
$          7,660
$             3,965
Net income attributable to:
     Controlling interests
$           4,394
$             9,432
$          6,618
$             2,883
     Non-controlling interests
$              525
$               642
$          1,042
$             1,082
Basic income per share:
    Attributable to common shares
$             0.26
$              0.58
$            0.39
$              0.14
    Attributable to participating shares
$               —
$              0.58
$              —
$              0.14
Diluted income per share
$             0.24
$              0.50
$            0.35
$              0.13
Weighted average shares outstanding:
     Basic attributable to common shares
16,986
16,087
16,891
17,187
     Basic attributable to participating shares

163

3,474
     Diluted
18,695
18,837
19,177
22,730
TOWNSQUARE MEDIA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in Thousands)
(unaudited)
Six Months Ended June 30,
2022
2021
Cash flows from operating activities:
Net income
$                 7,660
$                 3,965
Adjustments to reconcile net income to net cash provided by operating activities:
     Depreciation and amortization
9,079
9,725
     Amortization of deferred financing costs
855
674
     Non-cash lease income
(251)
(261)
     Net deferred taxes and other
2,314
2,841
     Provision for doubtful accounts
494
901
     Stock-based compensation expense
1,708
1,956
    (Gain) loss on repurchases, extinguishment and modification of debt
(108)
5,997
     Trade activity, net
(1,773)
(7,876)
     Impairment of long-lived assets, intangible assets and investments
9,897
95
     Unrealized loss on investment
2,172

     Content rights acquired
(19,320)

     Amortization of content rights
1,952

     Change in content rights liabilities
18,278

     Other
(283)
(147)
Changes in assets and liabilities, net of acquisitions:
Accounts receivable
(5,984)
2,799
Prepaid expenses and other assets
(507)
2,309
Accounts payable
1,401
88
Accrued expenses
(3,917)
(3,301)
Accrued interest
(556)
12,135
Other long-term liabilities
(106)
(729)
Net cash provided by operating activities – continuing operations 
23,005
31,171
Net cash used in operating activities – discontinued operations 

(33)
Net cash provided by operating activities
23,005
31,138
Cash flows from investing activities:
Payment for acquisition
(18,419)

Purchase of property and equipment
(7,627)
(4,839)
Purchase of investments
(100)
(278)
Purchase of digital assets
(4,997)

Proceeds from insurance recoveries
11
225
Proceeds from sale of assets and investment related transactions
639
839
Net cash used in investing activities
(30,493)
(4,053)
Cash flows from financing activities:
Repurchase of 2026 Notes
(18,850)

Repayment of term loans

(272,381)
Repurchase of 2023 Notes

(273,416)
Proceeds from the issuance of 2026 Notes

550,000
Prepayment fee on 2023 Notes

(4,443)
Deferred financing costs

(9,027)
Repurchase of Oaktree securities

(80,394)
Transaction costs related to Oaktree securities repurchase

(1,556)
Proceeds from stock options exercised
759
9,702
Repurchase of stock
(225)
(1,400)
Cash distribution to non-controlling interests
(1,820)
(2,216)
Repayments of capitalized obligations
(56)
(37)
      Net cash used in financing activities
(20,192)
(85,168)
Cash and cash equivalents and restricted cash:
      Net decrease in cash, cash equivalents and restricted cash
(27,680)
(58,083)
      Beginning of period
50,999
83,723
      End of period
$               23,319
$               25,640
TOWNSQUARE MEDIA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(in Thousands)
(unaudited)
Six Months Ended 
June 30,
2022
2021
Supplemental Disclosure of Cash Flow Information:
 Cash payments:
Interest  
$           19,508
$             7,151
Income taxes  
859
484
Supplemental Disclosure of Non-cash Activities:
   Investments acquired in exchange for advertising(1)
$             1,500
$             6,100
   Property and equipment acquired in exchange for advertising(1)
519
1,642
   Accrued capital expenditures
1,517
183
   Accrued financing fees

150
Supplemental Disclosure of Cash Flow Information relating to Leases:
Cash paid for amounts included in the measurement of operating lease liabilities, included in
operating cash flows

$             5,036
$             5,243
Right-of-use assets obtained in exchange for operating lease obligations
5,211
1,662
Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents
$           22,825
$           25,146
Restricted cash
494
494
$           23,319
$           25,640
(1) Represents total advertising services provided by the Company in exchange for equity interests and property and equipment acquired during each of the six months ended June 30, 2022 and 2021, respectively.
TOWNSQUARE MEDIA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS BY SEGMENT
(in Thousands)
(unaudited)
Three Months Ended 
June 30,
Six Months Ended 
June 30,
2022
2021
% Change
2022
2021
% Change
Subscription Digital Marketing Solutions
$        22,983
$       20,220
13.7 %
$        44,833
$        39,217
14.3 %
Digital Advertising
37,198
29,655
25.4 %
66,437
54,731
21.4 %
Broadcast Advertising
56,975
56,422
1.0 %
105,180
101,108
4.0 %
Other
4,768
1,041
358.0 %
5,716
1,043
448.0 %
Net revenue
121,924
107,338
13.6 %
222,166
196,099
13.3 %
Subscription Digital Marketing Solutions Expenses
16,293
14,125
15.3 %
$        31,769
$        27,190
16.8 %
Digital Advertising expenses
26,104
19,731
32.3 %
47,115
37,543
25.5 %
Broadcast Advertising expenses
37,542
37,045
1.3 %
73,980
70,627
4.7 %
Other expenses
3,894
690
464.3 %
4,732
758
524.3 %
Direct operating expenses
83,833
71,591
17.1 %
157,596
136,118
15.8 %
Depreciation and amortization
4,314
4,996
(13.7) %
9,079
9,725
(6.6) %
Corporate expenses
5,739
5,452
5.3 %
10,148
9,586
5.9 %
Stock-based compensation
839
894
(6.2) %
1,708
1,956
(12.7) %
Transaction and business realignment costs
824
456
80.7 %
1,276
5,361
(76.2) %
Impairment of long-lived assets, intangible
assets and investments

9,419
95
**
9,897
95
**
Net loss (gain) on sale and retirement of assets
89
34
161.8 %
(219)
627
**
    Total operating costs and expenses
105,057
83,518
25.8 %
189,485
163,468
15.9 %
    Operating income
16,867
23,820
(29.2) %
32,681
32,631
0.2 %
Other expense (income):
Interest expense, net
10,044
9,809
2.4 %
20,071
19,964
0.5 %
(Gain) loss on repurchases, extinguishment
and modification of debt

(108)

**
(108)
5,997
**
Other expense (income), net
806
(40)
**
2,394
(377)
**
    Income from operations before tax
6,125
14,051
(56.4) %
10,324
7,047
46.5 %
Income tax provision
1,206
3,977
(69.7) %
2,664
3,082
(13.6) %
Net income
$          4,919
$       10,074
(51.2) %
$          7,660
$          3,965
93.2 %
** not meaningful
The following table presents Net revenue and Adjusted Operating Income by segment, for the three and six months ended June 30, 2022, and 2021, respectively (in thousands):
Three Months Ended 
June 30,
Six Months Ended 
June 30,
(Unaudited)
(Unaudited)
2022
2021
% Change
2022
2021
% Change
Subscription Digital Marketing Solutions
$       22,983
$       20,220
13.7 %
$       44,833
$       39,217
14.3 %
Digital Advertising
37,198
29,655
25.4 %
66,437
54,731
21.4 %
Digital
60,181
49,875
20.7 %
111,270
93,948
18.4 %
Broadcast Advertising
56,975
56,422
1.0 %
105,180
101,108
4.0 %
Other
4,768
1,041
358.0 %
5,716
1,043
448.0 %
Net revenue
$     121,924
$     107,338
13.6 %
$     222,166
$     196,099
13.3 %
Subscription Digital Marketing Solutions
$         6,690
$         6,095
9.8 %
$       13,064
$       12,027
8.6 %
Digital Advertising
11,094
9,924
11.8 %
19,322
17,188
12.4 %
Digital
17,784
16,019
11.0 %
32,386
29,215
10.9 %
Broadcast Advertising
19,433
19,377
0.3 %
31,200
30,481
2.4 %
Other
874
351
149.0 %
984
285
245.3 %
Adjusted Operating Income
$       38,091
$       35,747
6.6 %
$       64,570
$       59,981
7.7 %
** not meaningful
The following table reconciles Net revenue to Net revenue, excluding political revenue on a GAAP basis by segment for the three and six months ended June 30, 2022, and 2021, respectively (in thousands):
Three Months Ended 
June 30,
Six Months Ended 
June 30,
(Unaudited)
(Unaudited)
2022
2021
% Change
2022
2021
% Change
Subscription Digital Marketing Solutions
$       22,983
$       20,220
13.7 %
$       44,833
$       39,217
14.3 %
Digital Advertising
37,198
29,655
25.4 %
66,437
54,731
21.4 %
Digital
60,181
49,875
20.7 %
111,270
93,948
18.4 %
Broadcast Advertising
56,975
56,422
1.0 %
105,180
101,108
4.0 %
Other
4,768
1,041
358.0 %
5,716
1,043
448.0 %
Net revenue
$     121,924
$     107,338
13.6 %
$     222,166
$     196,099
13.3 %
Subscription Digital Marketing Solutions
political revenue



**


**
Digital Advertising political revenue
151

**
197

**
Broadcast Advertising political revenue
1,365
764
78.7 %
1,751
1,203
45.6 %
Other political revenue


**


**
Political revenue
$         1,516
$            764
98.4 %
$         1,948
$         1,203
61.9 %
Subscription Digital Marketing Solutions net
revenue (ex. political)

$       22,983
$       20,220
13.7 %
$       44,833
$       39,217
14.3 %
Digital Advertising net revenue (ex. political)
37,047
29,655
24.9 %
66,240
54,731
21.0 %
Digital net revenue (ex. political)
60,030
49,875
20.4 %
111,073
93,948
18.2 %
Broadcast Advertising political net revenue (ex.
political)

55,610
55,658
(0.1) %
103,429
99,905
3.5 %
Other net revenue (ex. political)
4,768
1,041
358.0 %
5,716
1,043
448.0 %
Net revenue (ex. political)
$     120,408
$     106,574
13.0 %
$     220,218
$     194,896
13.0 %
** not meaningful
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 Net Income for the three and six months ended June 30, 2022, and 2021, respectively (in thousands, except per share data):
Three Months Ended 
June 30,
Six Months Ended 
June 30,
(Unaudited)
2022
2021
2022
2021
Net income
$         4,919
$       10,074
$         7,660
$         3,965
Income tax provision
1,206
3,977
2,664
3,082
Income from operations before income taxes
6,125
14,051
10,324
7,047
Transaction and business realignment costs
824
456
1,276
5,361
Impairment of long-lived assets, intangible assets and investments
9,419
95
9,897
95
Net loss (gain) on sale and retirement of assets
89
34
(219)
627
(Gain) loss on repurchases, extinguishment and modification of debt
(108)

(108)
5,997
Change in fair value of investment
664

2,172

Gain on insurance recoveries


(11)
(225)
Net income attributable to non-controlling interest, net of income taxes
(525)
(642)
(1,042)
(1,082)
Adjusted net income before income taxes
16,488
13,994
22,289
17,820
   Income tax provision
3,246
3,961
5,751
7,794
Adjusted Net Income
$       13,242
$       10,033
$       16,538
$       10,026
Adjusted Net Income Per Share:
   Basic
$           0.78
$           0.62
$           0.98
$           0.58
   Diluted
$           0.71
$           0.53
$           0.86
$           0.44
Weighted average shares outstanding:
     Basic
16,986
16,087
16,891
17,187
     Diluted
18,695
18,837
19,177
22,730
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, Adjusted EBITDA (Excluding Political), and Adjusted EBITDA Less Interest, Capex and Taxes for the three and six months ended June 30, 2022, and 2021, respectively (dollars in thousands):
Three Months Ended 
June 30,
Six Months Ended 
June 30,
(Unaudited)
2022
2021
2022
2021
Net income
$         4,919
$       10,074
$         7,660
$         3,965
Income tax provision
1,206
3,977
2,664
3,082
Interest expense, net
10,044
9,809
20,071
19,964
(Gain) loss on repurchases, extinguishment and modification of debt
(108)

(108)
5,997
Depreciation and amortization
4,314
4,996
9,079
9,725
Stock-based compensation
839
894
1,708
1,956
Transaction and business realignment costs
824
456
1,276
5,361
Impairment of long-lived assets, intangible assets and investments
9,419
95
9,897
95
Change in fair value of investment
664

2,172

Other (a)
231
(6)
3
250
Adjusted EBITDA
$       32,352
$       30,295
$       54,422
$       50,395
Political Adjusted EBITDA
(1,289)
(649)
(1,656)
(1,023)
Adjusted EBITDA (Excluding Political)
$       31,063
$       29,646
$       52,766
$       49,372
Political Adjusted EBITDA
1,289
649
1,656
1,023
Net cash paid for interest
(599)
(1)
(19,508)
(7,151)
Capital expenditures
(4,862)
(2,979)
(7,627)
(4,839)
Cash paid for taxes
(811)
(414)
(859)
(484)
Adjusted EBITDA Less Interest, Capex and Taxes
$       26,080
$       26,901
$       26,428
$       37,921
(a) Other includes net loss (gain) on sale and retirement of assets and other expense (income), net.
The following table reconciles net income, 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, 2022 (dollars in thousands):
Three Months Ended
Twelve
Months
Ended

(Unaudited)
September 30,
2021

December 31,
2021

March 31,
2022

June 30,
2022

June 30,
2022

Net income
$         12,894
$            1,925
$             2,741
$             4,919
$           22,479
Income tax provision
3,349
3,920
1,458
1,206
9,933
Interest expense, net
9,816
10,066
10,027
10,044
39,953
Gain on repurchases, extinguishment and
modification of debt




(108)
(108)
Depreciation and amortization
4,821
4,552
4,765
4,314
18,452
Stock-based compensation
877
885
869
839
3,470
Transaction and business realignment costs
486
(542)
452
824
1,220
Impairment of long-lived assets, intangible assets
and investments


1,818
478
9,419
11,715
Change in fair value of investment
(2,924)
2,792
1,508
664
2,040
Other (a)
(168)
151
(228)
$                231
(14)
Adjusted EBITDA
$         29,151
$          25,567
$           22,070
$           32,352
$         109,140
(a) Other includes net loss (gain) on sale and retirement of assets and other expense (income), net.
The following tables reconcile Operating income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted Operating Income by segment for the three months ended June 30, 2022, and 2021 (in thousands):
Three Months Ended June 30, 2022
(Unaudited)
Subscription
Digital
Marketing
Solutions

Digital
Advertising

Broadcast
Advertising

Other
Corporate
and Other
Reconciling
Items

Total
Operating income (loss)
$             6,244
$           10,934
$           10,152
$                816
$          (11,279)
$           16,867
Depreciation and amortization
313
145
3,157
49
650
4,314
Corporate expenses




5,739
5,739
Stock-based compensation
133
15
84
3
604
839
Transaction and business
realignment costs




6
818
824
Impairment of long-lived assets,
intangible assets and
investments



5,951

3,468
9,419
Net loss on sale and retirement
of assets



89


89
Adjusted Operating Income
$             6,690
$           11,094
$           19,433
$                874
$                  —
$           38,091
Three Months Ended June 30, 2021
(Unaudited)
Subscription
Digital
Marketing
Solutions

Digital
Advertising

Broadcast
Advertising

Other
Corporate
and Other
Reconciling
Items

Total
Operating income (loss)
$             5,686
$             9,801
$           16,056
$                303
$            (8,026)
$           23,820
Depreciation and amortization
281
112
3,258
41
1,304
4,996
Corporate expenses




5,452
5,452
Stock-based compensation
128
11
63
3
689
894
Transaction and business
realignment costs




4
452
456
Impairment of long-lived and
intangible assets





95
95
Net loss on sale and retirement
of assets





34
34
Adjusted Operating Income
$             6,095
$             9,924
$           19,377
$                351
$                  —
$           35,747
The following tables reconcile Operating income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted Operating Income by segment for the six months ended June 30, 2022, and 2021 (in thousands):
Six Months Ended June 30, 2022
(Unaudited)
Subscription
Digital
Marketing
Solutions

Digital
Advertising

Broadcast
Advertising

Other
Corporate
and Other
Reconciling
Items

Total
Operating income (loss)
$           12,209
$           19,082
$           18,952
$                759
$          (18,321)
$           32,681
Depreciation and amortization
590
210
6,302
87
1,890
9,079
Corporate expenses




10,148
10,148
Stock-based compensation
265
30
171
6
1,236
1,708
Transaction and business
realignment costs




12
1,264
1,276
Impairment of long-lived assets,
intangible assets and
investments



5,958
120
3,819
9,897
Net gain on sale and retirement
of assets



(183)

(36)
(219)
Adjusted Operating Income
$           13,064
$           19,322
$           31,200
$                984
$                  —
$           64,570
Six Months Ended June 30, 2021
(Unaudited)
Subscription
Digital
Marketing
Solutions

Digital
Advertising

Broadcast Advertising
Other
Corporate
and Other
Reconciling
Items

Total
Operating income (loss)
$           11,047
$           16,821
$           23,762
$                172
$          (19,171)
$           32,631
Depreciation and amortization
697
335
6,529
86
2,078
9,725
Corporate expenses




9,586
9,586
Stock-based compensation
283
32
190
9
1,442
1,956
Transaction and business
realignment costs




18
5,343
5,361
Impairment of long-lived and
intangible assets





95
95
Net loss on sale and retirement
of assets





627
627
Adjusted Operating Income
$           12,027
$           17,188
$           30,481
$                285
$                  —
$           59,981
SOURCE Townsquare Media, Inc.
Cision Distribution 888-776-0942
from 8 AM – 9 PM ET

source