2021 Digital Revenue Increased +19% to $199M, Accounting for 48% of Total Net Revenue

Business Re-Segmentation Announced

Stock Buyback Program Announced

Net Leverage Declines to 4.75x

PURCHASE, N.Y., March 10, 2022 /PRNewswire/ -- Townsquare Media, Inc. (NYSE: TSQ) ("Townsquare", the "Company," "we," "us," or "our") announced today its financial results for the fourth quarter and year ended December 31, 2021.

"I am proud to announce our very strong 2021 results that exceeded expectations and set Company records, driven by our transformation to a Digital First Local Media Company with nearly 50% of profit and revenue coming from our digital solutions. Over the past two years, the pandemic presented an optimal opportunity to separate from our local media peers, which we were able to achieve by continuing to execute our strategy, accelerating our strategic growth plan, and placing a spotlight on our world-class team and our unique and differentiated strategy, assets, platforms, and solutions. As a result, Townsquare's 2021 net revenue, Adjusted EBITDA, and net income increased year-over-year by +13%, +69%, and +$99 million, respectively, and were even stronger excluding the impact of political revenue. Digital revenue increased +19% year-over-year in 2021, and we expect double-digit digital net revenue growth to continue as we approach our new target of achieving $275 million of digital revenue by 2024. In addition, both net revenue and Adjusted EBITDA exceeded our previously issued guidance," commented Bill Wilson, Chief Executive Officer of Townsquare Media, Inc. "Importantly and impressively, Adjusted EBITDA, which surpassed 2019 levels by +3%, reached an all-time Company high of $105.1 million. Our strong profit growth, which was driven by our continued digital revenue growth, broadcast revenue recovery, and careful and strategic expense management, allowed us to reduce net leverage to 4.75x as of year-end, a meaningful reduction of 2.7x year-over-year.  These results 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, "Beginning with our 2021 year-end reporting, we have re-segmented our business to provide greater visibility for our existing and prospective investors. Importantly, this re-segmentation will 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%. Given this new and more detailed information, Townsquare should be viewed and valued as a Digital First Local Media Company, rather than being painted with a traditional broadcast radio brush. 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, it is not our primary growth driver. Our growth engine is and will continue to be digital, which fueled our transformation into a Digital First Local Media Company. With nearly half of our total revenue and profit coming from digital today, we have a strong growth engine that will drive significant and consistent growth in the coming years. It is our hope and expectation that given this new more detailed information, Townsquare will be afforded a sum-of-the-parts valuation that gives credit to our digital assets, credit which to date we have not received."

"In 2021, to say the Townsquare Team got it done is an understatement. The strong foundation we built together as we transformed to a Digital First Local Media Company will be instrumental in achieving our goal of being the #1 Local Media Company in markets outside of the Top 50 in the United States. Our flywheel is gaining greater momentum each and every day, as our powerful and effective marketing and advertising (digital and radio) solutions and technology platforms, in combination with our highly relevant, localized content, solidify our relationship with local audiences and advertisers in markets outside the Top 50 in the United States," concluded Mr. Wilson.

Segment ReportingIn December 2021, we changed our reporting segments in order to reflect our strategic focus, organizational structure and the information reviewed by our Chief Operating Decision Maker as a digital media and digital marketing solutions company with market leading radio stations.  We have presented segment information for the fourth quarter and year ended December 31, 2020 in conformity with our current reporting segment information.

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.

Fourth Quarter Highlights*

• As compared to the fourth quarter of 2020:
• Net revenue increased 1.9%, and 9.8% excluding political revenue
• Net income decreased $2.6 million
• Adjusted EBITDA decreased 5.4% and Adjusted EBITDA (Excluding Political) increased 26.3%
• Total Digital net revenue increased 12.5%
• Subscription Digital Marketing Solutions ("Townsquare Interactive") net revenue increased 14.3%
• Digital Advertising net revenue increased 11.3%
• Total Digital Adjusted Operating Income increased 10.0%
• Subscription Digital Marketing Solutions Adjusted Operating Income increased 5.0%
• Digital Advertising Adjusted Operating Income increased 13.6%
• Broadcast Advertising net revenue decreased 7.0%, and increased 6.4% excluding political revenue
• Net revenue achieved 99% of Q4 2019 levels, and 100% excluding live events revenue
• Adjusted EBITDA exceeded 2019 levels by 2.6%
• Diluted income per share was $0.07, and Adjusted Net Income per diluted share was $0.16
• Townsquare Interactive added approximately 850 net subscribers

Full Year Highlights*

• As compared to the year ended December 31, 2020:
• Net revenue increased 12.6%, and 16.6% excluding political revenue
• Net income increased $99.3 million to $18.8 million
• Adjusted EBITDA increased 69.2% to $105.1 million, an all-time Company high
• Digital net revenue increased 18.7% to $198.6 million, 48% of total net revenue
• Subscription Digital Marketing Solutions net revenue increased 16.2% to $81.8 million
• Digital Advertising net revenue increased 20.5% to $116.8 million
• Digital Adjusted Operating Income increased 29.2% to $61.4 million
• Subscription Digital Marketing Solutions Adjusted Operating Income increased 15.7% to $24.4 million
• Digital Advertising Adjusted Operating Income increased 40.0% to $36.9 million
• Broadcast Advertising net revenue increased 6.6%, and 13.9% excluding political revenue
• Net revenue achieved 97% of 2019 levels, and 99.8% excluding live events revenue
• Adjusted EBITDA exceeded 2019 levels by 2.7%
• Diluted income per share was $0.79, and Adjusted Net Income per diluted share was $1.23
• Generated Cash Flows from Operations of $61.1 million
• Issued $550.0 million of 6.875% senior secured notes due 2026
• Completed the repurchase of 100% of Oaktree Capital's equity interest in the Company for $6.40 per security, representing a 19% discount to the pre-announcement share price (39% as of the March 9, 2021 closing date)
• Townsquare Interactive added approximately 4,050 net subscribers, an all-time Company high

*See below for discussion of non-GAAP measures.

Share Repurchase PlanOn December 16, 2021, the Board of Directors approved a stock repurchase plan, pursuant to which the Company is authorized to repurchase up to $50 million of the Company's issued and outstanding Class A common stock over a three-year period. Repurchases of common stock under the repurchase plan may be made, from time to time, in amounts and at prices the Company deems appropriate, subject to market conditions, applicable legal requirements, debt covenants and other considerations.   Any such repurchases may be executed using open market purchases, privately negotiated agreements or other transactions, and may be funded from cash on hand, available borrowings or proceeds from potential debt or other capital markets sources.

GuidanceFor the first quarter of 2022, net revenue is expected to be between $97.5 million and $99.5 million and Adjusted EBITDA is expected to be between $21.0 million and $22.0 million.

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

Quarter Ended December 31, 2021 Compared to the Quarter Ended December 31, 2020

Net RevenueNet revenue for the quarter ended December 31, 2021, increased $2.1 million, or 1.9%, to $110.6 million, as compared to $108.5 million in the same period last year. Digital Advertising net revenue increased $3.2 million, or 11.3%, to $31.6 million, Subscription Digital Marketing Solutions net revenue increased $2.7 million, or 14.3%, to $21.4 million, and Broadcast Advertising net revenue decreased $4.3 million, or 7.0%, to $57.0 million, each as compared to the same period last year. Total Digital net revenue increased $5.9 million, or 12.5%, to $53.1 million. Excluding political revenue, net revenue increased $9.7 million, or 9.8%, to $108.9 million, and Broadcast Advertising net revenue increased $3.3 million, or 6.4%, to $55.3 million.

Adjusted EBITDAAdjusted EBITDA for the quarter ended December 31, 2021, decreased $1.5 million, or 5.4%, to $25.6 million, as compared to $27.0 million in the same period last year. Adjusted EBITDA (Excluding Political) increased $5.0 million, or 26.3%, to $24.1 million, as compared to $19.1 million in the same period last year.

Net IncomeNet income for the quarter ended December 31, 2021, decreased $2.6 million, or 57.6%, to $1.9 million, as compared to $4.5 million in the same period last year.

Year Ended December 31, 2021 Compared to the Year Ended December 31, 2020

Net RevenueNet revenue for the year ended December 31, 2021, increased $46.6 million or 12.6%, to $418.0 million, as compared to $371.3 million in the same period last year. Digital Advertising net revenue increased $19.9 million, or 20.5%, to $116.8 million, Subscription Digital Marketing Solutions net revenue increased $11.4 million, or 16.2%, to $81.8 million, and Broadcast Advertising net revenue increased $13.3 million, or 6.6%, to $214.9 million, each as compared to the same period last year. Total Digital net revenue increased $31.3 million, or 18.7%, to $198.6 million. Excluding political revenue, net revenue increased $59.1 million, or 16.6%, to $414.5 million, and Broadcast Advertising net revenue increased $25.8 million, or 13.9%, to $211.4 million.

Adjusted EBITDAAdjusted EBITDA for the year ended December 31, 2021, increased $43.0 million, or 69.2%, to $105.1 million, as compared to $62.1 million in the same period last year. Adjusted EBITDA (Excluding Political) increased $53.6 million, or 110.6%, to $102.1 million, as compared to $48.5 million in the same period last year.

Net Income (Loss)Net income for the year ended December 31, 2021, increased $99.3 million to $18.8 million, as compared to a net loss of $80.6 million in the same period last year. Net loss in 2020 was primarily driven by approximately $109.1 million of non-cash impairment charges, primarily related to our FCC licenses.

Liquidity and Capital ResourcesAs of December 31, 2021, we had a total of $50.5 million of cash and cash equivalents and $550.0 million of outstanding indebtedness, representing 5.2x and 4.8x gross and net leverage, respectively, based on Adjusted EBITDA for the year ended December 31, 2021, of $105.1 million.

The table below presents a summary, as of March 7, 2022, of our outstanding common stock.

Conference CallTownsquare Media, Inc. will host a conference call to discuss certain fourth quarter and year end 2021 financial results on Thursday, March 10, 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 13726894. 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 March 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 13726894. 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 26,800 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 StatementsExcept for the historical information contained in this press release, the matters addressed are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements often discuss our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "aim," "anticipate," "estimate," "expect," "forecast," "outlook," "potential," "project," "projection," "plan," "intend," "seek," "believe," "may," "could," "would," "will," "should," "can," "can have," "likely," the negatives thereof and other words and terms. By nature, forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or implied by the forward-looking statement. Forward-looking statements are based on current expectations and assumptions and currently available data and are neither predictions nor guarantees of future events or performance. You should not place undue reliance on forward-looking statements, which speak only as of the date hereof or as of the date specified herein. Risks and uncertainties that could have a material impact on our business and financial results include, but are not limited to, general economic conditions in the United States, or in the specific markets in which we currently do business, industry conditions, legislative or regulatory requirements, the continuation or worsening of the effects from the COVID-19 pandemic, its scope, duration and impact on our business, financial results, cash flows and liquidity, as well as the impact on our clients and customers, the success of our mitigation efforts in response to the COVID-19 pandemic, our performance in any recovery from the COVID-19 pandemic, the performance of financial and credit markets, our ability to comply with the covenants and obligations under our outstanding debt, including meeting required payments of principal and interest, our ability to access debt or equity capital on attractive terms or at all, potential downgrades to our credit ratings, and certain other events, including future disease outbreaks and pandemics. See "Risk Factors" and "Forward-Looking Statements" included in our Annual Report on Form 10-K for the year ended December 31, 2021, to be filed with the SEC, for a discussion of additional factors that could cause our actual results to differ from those expressed or implied by forward-looking statements. Townsquare Media, Inc. assumes no responsibility to update any forward-looking statement as a result of new information, future events or otherwise.

Non-GAAP Financial Measures and DefinitionsIn 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 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 December 31, 2021, divided by our Adjusted EBITDA for the twelve months ended December 31, 2021. 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 RelationsClaire Yenicay(203) 900-5555investors@townsquaremedia.com

The following table presents Net revenue and Adjusted Operating Income by segment, for the three and twelve months ended December 31, 2021, and 2020, respectively (in thousands):

The following table reconciles Net revenue to Net revenue, excluding political revenue on a GAAP basis by segment for the three and twelve months ended December 31, 2021, and 2020, respectively (in thousands):

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 (Loss) for the three and twelve months ended December 31, 2021, and 2020, respectively (in thousands, except per share data):

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 twelve months ended December 31, 2021, and 2020, respectively (dollars in thousands):

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 December 31, 2021, and 2020 (in thousands):

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 year ended December 31, 2021, and 2020 (in thousands):

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SOURCE Townsquare Media, Inc.