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Published: 2022-05-10 06:03:30 ET
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EX-99.1 2 a33122pressrelease.htm EX-99.1 Document

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IMMEDIATE RELEASE

TOWNSQUARE’S FIRST QUARTER NET REVENUE AND ADJUSTED EBITDA SET Q1 RECORD
WITH NET REVENUE +13% AND ADJUSTED EBITDA +10% YEAR-OVER-YEAR

Q1 2022 Digital Revenue Grows +16% YOY - Now 51% of Total Net Revenue
Q1 2022 Digital Adjusted Operating Income is 55% of Total
Net Leverage Declines to 4.66x

Purchase, NY – May 10, 2022 - Townsquare Media, Inc. (NYSE: TSQ) (“Townsquare”, the "Company," "we," "us," or "our") announced today its financial results for the first quarter ended March 31, 2022.

“I am proud to announce our strong start to 2022, with net revenue, Adjusted EBITDA and net income increasing year-over-year by +13%, +10%, and $8.9 million, respectively. In addition, net revenue and Adjusted EBITDA exceeded our previously issued guidance due to strong growth and strong margins. As a Digital First Local Media Company, our first quarter performance was driven by our digital platform and solutions, with total digital revenue increasing +16% year-over-year in the first quarter (representing 51% of our total Q1 net revenue) and total digital Adjusted Operating Income increasing +11% year-over year (representing 55% of our total Q1 Adjusted Operating Income),” commented Bill Wilson, Chief Executive Officer of Townsquare Media, Inc. “We are also thrilled to announce that we have officially surpassed 2019 pre-COVID results with first quarter 2022 net revenue, Adjusted EBITDA and net income exceeding Q1 2019 levels by +7%, +15%, and $7.3 million, respectively. As we move forward, we expect double-digit digital net revenue growth to continue at strong margins, fueling our overall growth and subsequent debt reduction, from 4.66x net leverage today to 4.0x by year end. We are also pleased to re-affirm our 2022 guidance and our 2024 digital revenue target of at least $275 million. These results and confidence in our outlook are due, in part, to the fact that Townsquare is the only local media and digital marketing solutions company of scale focused principally on markets outside of the Top 50 in the United States, a vital differentiator for our Company.”

Mr. Wilson added, “Our new reporting segments highlight the profit characteristics of our digital platform, which is essentially equal to those of our broadcast platform, each with profit margins of approximately 30%. While we view local radio as an extremely valuable asset with significant and attractive cash flow properties, unparalleled consumer reach, and an important and trusted local connection to our audience and communities, it is not our primary growth driver. With approximately half of our total revenue and profit coming from digital today, we have a strong digital growth engine that will drive significant and consistent growth in the coming years. It is our belief that as a Digital First Local Media Company providing a detailed breakout of our digital revenue and digital profit, Townsquare should be afforded a sum-of-the-parts valuation that gives credit to our digital assets.”

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.

First Quarter Highlights*
As compared to the first quarter of 2021:
Net revenue increased 12.9%
Net income increased $8.9 million
Adjusted EBITDA increased 9.8%
Total Digital net revenue increased 15.9%
Subscription Digital Marketing Solutions (“Townsquare Interactive”) net revenue increased 15.0%
Digital Advertising net revenue increased 16.6%
1


Total Digital Adjusted Operating Income increased 10.6%
Subscription Digital Marketing Solutions Adjusted Operating Income increased 7.5%
Digital Advertising Adjusted Operating Income increased 13.1%
Broadcast Advertising net revenue increased 7.7%
Diluted income per share was $0.11, and Adjusted Net Income per diluted share was $0.19
Townsquare Interactive added approximately 1,050 net subscribers
Announced the accretive acquisition of Cherry Creek Broadcasting LLC for $18.75 million
*See below for discussion of non-GAAP measures.

Guidance
For the second quarter of 2022, net revenue is expected to be between $117 million and $121 million and Adjusted EBITDA is expected to be between $32 million and $33 million.

For the full year 2022, net revenue guidance is reaffirmed to be between $460 and $475 million and Adjusted EBITDA guidance is reaffirmed to be between $115 million and $120 million.

Quarter Ended March 31, 2022 Compared to the Quarter Ended March 31, 2021

Net Revenue
Net revenue for the three months ended March 31, 2022 increased $11.5 million, or 12.9%, as compared to the same period in 2021. Our Digital Advertising net revenue for the three months ended March 31, 2022 increased $4.2 million, or 16.6%, as compared to the same period in 2021, and our Broadcast Advertising net revenue increased $3.4 million, or 7.7%, as compared to the same period in 2021, each due to increases in the purchase of new advertising by our clients. Our Subscription Digital Marketing Solutions net revenue for the three months ended March 31, 2022 increased $2.9 million, or 15.0%, as compared to the same period in 2021, due in part to the addition of approximately 1,050 additional net subscribers during the first quarter of 2022. Total Digital net revenue increased $7.0 million, or 15.9%, to $51.1 million. Excluding political revenue, net revenue increased $11.5 million, or 13.0%, to $99.8 million, Digital Advertising net revenue increased $4.1 million, or 16.4%, to $29.2 million, and Broadcast Advertising net revenue increased $3.5 million, or 7.8%, to $47.7 million.

Adjusted EBITDA
Adjusted EBITDA for the quarter ended March 31, 2022, increased $2.0 million, or 9.8%, to $22.1 million, as compared to $20.1 million in the same period last year. Adjusted EBITDA (Excluding Political) increased $2.0 million, or 10.0%, to $21.7 million, as compared to $19.7 million in the same period last year.

Net Income (Loss)
Net income for the quarter ended March 31, 2022, increased $8.9 million to $2.7 million, as compared to a net loss of $6.1 million in the same period last year.

Liquidity and Capital Resources
As of March 31, 2022, we had a total of $50.9 million of cash and cash equivalents and $550.0 million of outstanding indebtedness, representing 5.1x and 4.7x gross and net leverage, respectively, based on Adjusted EBITDA for the twelve months ended March 31, 2022, of $107.1 million.

The table below presents a summary, as of May 3, 2022, of our outstanding common stock.

Security
Number OutstandingDescription
Class A common stock12,874,211 One vote per share.
Class B common stock815,296 
10 votes per share.1
Class C common stock3,461,341 
No votes.1
Total17,150,848 
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


Conference Call
Townsquare Media, Inc. will host a conference call to discuss certain first quarter 2022 financial results and 2022 guidance on Tuesday, May 10, 2022 at 8:00 a.m. Eastern Time. The conference call dial-in number is 1-855-327-6837 (U.S. & Canada) or 1-631-891-4304 (International) and the confirmation code is 10018916. 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 May 17, 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 10018916. A web-based archive of the conference call will also be available at the above website.

About Townsquare Media, Inc.
Townsquare is a community-focused digital media and digital marketing solutions company with market leading local radio stations, principally focused outside the top 50 markets in the U.S. Our assets include a subscription digital marketing services business, Townsquare Interactive, providing website design, creation and hosting, search engine optimization, social media and online reputation management as well as other digital monthly services for approximately 27,850 SMBs; a robust digital advertising division, Townsquare Ignite, a powerful combination of a) an owned and operated portfolio of more than 330 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 321 local terrestrial radio stations in 67 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
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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 and intangible assets, 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 and intangible assets, 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 March 31, 2022, divided by our Adjusted EBITDA for the twelve months ended March 31, 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, 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, except share and per share data)
(unaudited)


March 31,
2022
December 31,
2021
ASSETS
Current assets:
   Cash and cash equivalents$50,886 $50,505 
Accounts receivable, net of allowance of $5,643 and $6,743, respectively
51,008 57,647 
   Prepaid expenses and other current assets11,389 12,086 
Total current assets
113,283 120,238 
Property and equipment, net105,150 106,717 
Intangible assets, net291,468 278,265 
Goodwill157,947 157,947 
Investments16,959 18,217 
Operating lease right-of-use-assets42,373 42,996 
Other assets3,079 1,437 
Restricted cash494 494 
Total assets
$730,753 $726,311 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
  Accounts payable$9,688 $5,676 
  Deferred revenue10,706 10,208 
  Accrued compensation and benefits7,827 14,411 
  Accrued expenses and other current liabilities25,732 22,512 
  Operating lease liabilities, current7,282 7,396 
  Accrued interest6,301 15,754 
Total current liabilities67,536 75,957 
Long-term debt, net of deferred finance costs of $8,061 and $8,479, respectively
541,939 541,521 
Deferred tax liability21,365 20,081 
Operating lease liability, net of current portion38,079 38,743 
Other long-term liabilities6,184 425 
Total liabilities
675,103 676,727 
Stockholders’ equity:
Class A common stock, par value $0.01 per share; 300,000,000 shares authorized; 12,859,532 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
Class C common stock, par value $0.01 per share; 50,000,000 shares authorized; 3,461,341 and 1,636,341 shares issued and outstanding, respectively
35 35 
   Total common stock172 169 
   Additional paid-in capital306,046 302,724 
   Accumulated deficit(254,411)(256,635)
   Non-controlling interest 3,843 3,326 
Total stockholders’ equity
55,650 49,584 
Total liabilities and stockholders’ equity
$730,753 $726,311 

5


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



Three Months Ended 
March 31,
20222021
Net revenue$100,242 $88,761 
Operating costs and expenses:
Direct operating expenses, excluding depreciation, amortization, and stock-based compensation73,763 64,527 
Depreciation and amortization4,765 4,729 
Corporate expenses4,409 4,134 
Stock-based compensation869 1,062 
Transaction costs431 4,715 
Business realignment costs21 190 
Impairment of long-lived and intangible assets478 — 
Net (gain) loss on sale and retirement of assets(308)593 
    Total operating costs and expenses84,428 79,950 
    Operating income15,814 8,811 
Other expense (income):
Interest expense, net10,027 10,155 
Loss on extinguishment and modification of debt— 5,997 
Other expense (income), net1,588 (337)
    Income (loss) from operations before tax4,199 (7,004)
Income tax provision (benefit)1,458 (895)
Net income (loss)$2,741 $(6,109)
Net income (loss) attributable to:
     Controlling interests$2,224 $(6,549)
     Non-controlling interests$517 $440 
Basic income (loss) per share:
    Attributable to common shares$0.13 $(0.35)
    Attributable to participating shares$— $— 
Diluted income (loss) per share:$0.11 $(0.35)
Weighted average shares outstanding:
     Basic attributable to common shares16,796 18,602 
     Basic attributable to participating shares— 6,823 
     Diluted19,509 18,602 

6


TOWNSQUARE MEDIA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in Thousands)
(unaudited)

Three Months Ended March 31,
20222021
Cash flows from operating activities:
Net income (loss)$2,741 $(6,109)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
     Content rights acquired
(9,635)— 
     Amortization of content rights
803 — 
     Change in content rights liabilities
9,635 — 
     Depreciation and amortization4,765 4,729 
     Amortization of deferred financing costs418 328 
     Non-cash lease income(155)(290)
     Net deferred taxes and other1,284 (1,016)
     Provision for doubtful accounts(287)350 
     Stock-based compensation expense869 1,062 
     Loss on extinguishment and modification of debt— 5,997 
     Trade activity, net(654)(3,652)
     Impairment of long-lived and intangible assets478 — 
     Net (gain) loss on sale and retirement of assets(308)593 
     Gain on insurance recoveries(11)(225)
     Gain on lease settlement— (233)
     Unrealized loss on investment1,508 — 
     Other
Changes in assets and liabilities, net of acquisitions:
Accounts receivable7,049 12,212 
Prepaid expenses and other assets735 3,115 
Accounts payable2,861 6,461 
Accrued expenses(4,056)(5,765)
Accrued interest(9,453)2,681 
Other long-term liabilities(29)(791)
Net cash provided by operating activities - continuing operations
8,566 19,450 
Net cash used in operating activities - discontinued operations
— (33)
Net cash provided by operating activities
8,566 19,417 
Cash flows from investing activities:
Payments for acquisitions, net of cash acquired(1,650)— 
Purchase of property and equipment(2,765)(1,860)
Purchase of investments— (128)
Purchase of Bitcoin held as an investment(4,997)— 
Proceeds from insurance recoveries11 225 
Proceeds from sale of assets593 316 
Net cash used in investing activities
(8,808)(1,447)
Cash flows from financing activities:
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 cost— (8,133)
Repurchase of Oaktree securities— (80,394)
Transaction costs related to Oaktree securities repurchase— (242)
Proceeds from stock options exercised647 7,946 
Repayments of capitalized obligations(24)(18)
      Net cash provided by (used) in financing activities623 (81,081)
Cash and cash equivalents and restricted cash:
      Net increase (decrease) in cash, cash equivalents and restricted cash381 (63,111)
      Beginning of period50,999 83,723 
      End of period$51,380 $20,612 
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TOWNSQUARE MEDIA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(in Thousands)
(unaudited)

Three Months Ended 
March 31,
20222021
Supplemental Disclosure of Cash Flow Information:
   Cash payments:
Interest
$18,909 $7,150 
Income taxes
48 70 
Supplemental Disclosure of Non-cash Activities:
   Investments acquired in exchange for advertising(1)
$250 $5,100 
   Property and equipment acquired in exchange for advertising(1)
211 912 
   Accrued capital expenditures384 283 
   Accrued financing fees— 1,043 
   Accrued transaction cost for securities repurchased— 1,312 
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
$2,546 $2,773 
Right-of-use assets obtained in exchange for operating lease obligations
$1,177 $1,067 
Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents$50,886 $20,118 
Restricted cash494 494 
$51,380 $20,612 

(1) Represents total advertising services provided by the Company in exchange for equity interests and property and equipment acquired during each of the three months ended March 31, 2022 and 2021, respectively.


8


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

Three Months Ended 
March 31,
20222021% Change
Subscription Digital Marketing Solutions$21,850 $18,997 15.0 %
Digital Advertising29,227 25,076 16.6 %
Broadcast Advertising48,100 44,681 7.7 %
Other1,065 **
Net revenue100,242 88,761 12.9 %
Subscription Digital Marketing Solutions Expenses15,476 13,065 18.5 %
Digital Advertising expenses21,011 17,814 17.9 %
Broadcast Advertising expenses36,438 33,581 8.5 %
Other expenses838 67 **
Direct operating expenses73,763 64,527 14.3 %
Depreciation and amortization4,765 4,729 0.8 %
Corporate expenses4,409 4,134 6.7 %
Stock-based compensation869 1,062 (18.2)%
Transaction costs431 4,715 (90.9)%
Business realignment costs21 190 (88.9)%
Impairment of long-lived and intangible assets478 — **
Net (gain) loss on sale and retirement of assets(308)593 **
    Total operating costs and expenses84,428 79,950 5.6 %
    Operating income15,814 8,811 79.5 %
Other expense (income):
Interest expense, net10,027 10,155 (1.3)%
Loss on extinguishment and modification of debt— 5,997 **
Other expense (income), net1,588 (337)**
    Income (loss) from operations before tax4,199 (7,004)**
Income tax provision (benefit)1,458 (895)**
Net income (loss)$2,741 $(6,109)**
** not meaningful

9


The following table presents Net revenue and Adjusted Operating Income by segment, for the three months ended March 31, 2022, and 2021, respectively (in thousands):

Three Months Ended 
March 31,
(Unaudited)
20222021% Change
Subscription Digital Marketing Solutions$21,850 $18,997 15.0 %
Digital Advertising29,227 25,076 16.6 %
Digital 51,077 44,073 15.9 %
Broadcast Advertising48,100 44,681 7.7 %
Other1,065 **
Net revenue$100,242 $88,761 12.9 %
Subscription Digital Marketing Solutions$6,374 $5,932 7.5 %
Digital Advertising8,216 7,262 13.1 %
Digital14,590 13,194 10.6 %
Broadcast Advertising11,662 11,100 5.1 %
Other227 (60)**
Adjusted Operating Income$26,479 $24,234 9.3 %
** not meaningful


The following table reconciles Net revenue to Net revenue, excluding political revenue on a GAAP basis by segment for the three months ended March 31, 2022, and 2021, respectively (in thousands):

Three Months Ended 
March 31,
(Unaudited)
20222021% Change
Subscription Digital Marketing Solutions$21,850 $18,997 15.0 %
Digital Advertising29,227 25,076 16.6 %
Digital51,077 44,073 15.9 %
Broadcast Advertising48,100 44,681 7.7 %
Other1,065 **
Net revenue$100,242 $88,761 12.9 %
Subscription Digital Marketing Solutions political revenue— — **
Digital Advertising political revenue46 — **
Broadcast Advertising political revenue386 439 (12.1)%
Other political revenue— — **
Political revenue$432 $439 (1.6)%
Subscription Digital Marketing Solutions net revenue (ex. political)$21,850 $18,997 15.0 %
Digital Advertising net revenue (ex. political)29,181 25,076 16.4 %
Digital net revenue (ex. political)51,031 44,073 15.8 %
Broadcast Advertising political net revenue (ex. political)47,714 44,242 7.8 %
Other net revenue (ex. political)1,065 **
Net revenue (ex. political)$99,810 $88,322 13.0 %
** not meaningful





10


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 months ended March 31, 2022, and 2021, respectively (in thousands, except per share data):

Three Months Ended 
March 31,
(Unaudited)
20222021
Net income (loss)$2,741 $(6,109)
Income tax provision (benefit)1,458 (895)
Income (loss) from operations before income taxes4,199 (7,004)
Transaction costs431 4,715 
Business realignment costs21 190 
Impairment of long-lived and intangible assets478 — 
Net (gain) loss on sale and retirement of assets(308)593 
Loss on extinguishment and modification of debt— 5,997 
Change in fair value of investment1,508 — 
Gain on insurance recoveries(11)(225)
Net income attributable to non-controlling interest, net of income taxes(517)(440)
Adjusted net income before income taxes5,801 3,826 
   Income tax provision2,014 489 
Adjusted Net Income$3,787 $3,337 
Adjusted Net Income Per Share:
   Basic$0.23 $0.18 
   Diluted$0.19 $0.13 
Weighted average shares outstanding:
     Basic16,796 18,602 
     Diluted19,509 25,425 

11


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 months ended March 31, 2022, and 2021, respectively (dollars in thousands):

Three Months Ended 
March 31,
(Unaudited)
20222021
Net income (loss)$2,741 $(6,109)
Income tax provision (benefit)1,458 (895)
Interest expense, net10,027 10,155 
Loss on extinguishment and modification of debt— 5,997 
Depreciation and amortization4,765 4,729 
Stock-based compensation869 1,062 
Transaction costs431 4,715 
Business realignment costs21 190 
Impairment of long-lived and intangible assets478 — 
Change in fair value on investment1,508 — 
Other (a)
(228)256 
Adjusted EBITDA$22,070 $20,100 
Political Adjusted EBITDA(367)(373)
Adjusted EBITDA (Excluding Political)$21,703 $19,727 
Political Adjusted EBITDA367 373 
Net cash paid for interest(18,909)(7,150)
Capital expenditures(2,765)(1,860)
Cash paid for taxes(48)(70)
Adjusted EBITDA Less Interest, Capex and Taxes$348 $11,020 
(a) Other includes net (gain) loss on sale and retirement of assets and other expense (income), net.

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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 March 31, 2022 (dollars in thousands):
Three Months EndedTwelve Months Ended
(Unaudited)
June 30, 2021September 30, 2021December 31, 2021March 31, 2022March 31, 2022
Net income$10,074 $12,894 $1,925 $2,741 $27,634 
Income tax provision3,977 3,349 3,920 1,458 12,704 
  Interest expense, net9,809 9,816 10,066 10,027 39,718 
  Depreciation and amortization4,996 4,821 4,552 4,765 19,134 
  Stock-based compensation894 877 885 869 3,525 
  Transaction costs390 (648)431 175 
  Business realignment costs66 484 106 21 677 
  Impairment of long-lived and intangible assets95 — 1,818 478 2,391 
  Change in fair value of investment— (2,924)2,792 1,508 1,376 
  Other (a)
(6)(168)151 $(228)(251)
Adjusted EBITDA$30,295 $29,151 $25,567 $22,070 $107,083 
(a) Other includes net loss (gain) on sale and retirement of assets and other (income) expense, net.

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The following tables reconcile Operating income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted Operating Income (Loss) by segment for the three months ended March 31, 2022, and 2021 (in thousands):

Three Months Ended March 31, 2022
(Unaudited)
Subscription Digital Marketing SolutionsDigital AdvertisingBroadcast AdvertisingOtherCorporate and Other Reconciling ItemsTotal
Operating income (loss)$5,965 $8,136 $8,695 $60 $(7,042)$15,814 
Depreciation and amortization277 65 3,145 38 1,240 4,765 
Corporate expenses— — — — 4,409 4,409 
Stock-based compensation132 15 87 632 869 
Transaction costs— — — — 431 431 
Business realignment costs— — — 15 21 
Impairment of long-lived and intangible assets— — 120 351 478 
Net gain on sale and retirement of assets— — (272)— (36)(308)
Adjusted Operating Income$6,374 $8,216 $11,662 $227 $ $26,479 

Three Months Ended March 31, 2021
(Unaudited)
Subscription Digital Marketing SolutionsDigital AdvertisingBroadcast AdvertisingOtherCorporate and Other Reconciling ItemsTotal
Operating income (loss)$5,361 $7,017 $7,703 $(125)$(11,145)$8,811 
Depreciation and amortization416 224 3,270 45 774 4,729 
Corporate expenses— — — — 4,134 4,134 
Stock-based compensation155 21 127 753 1,062 
Transaction costs— — — — 4,715 4,715 
Business realignment costs— — — 14 176 190 
Net loss on sale and retirement of assets— — — — 593 593 
Adjusted Operating Income (Loss)$5,932 $7,262 $11,100 $(60)$ $24,234 






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