Q4 2020 Adjusted EBITDA +8.4%

Townsquare Interactive 2020 Net Subscription Revenue Increased 14% to $70 Million and Net Subscription Profit Increased 10% to $21 Million

PURCHASE, N.Y., March 16, 2021 /PRNewswire/ -- Townsquare Media, Inc. (NYSE: TSQ) ("Townsquare", the "Company," "we," "us," or "our") announced today financial results for the fourth quarter and full year ended December 31, 2020.

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

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

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

Fourth Quarter Highlights

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

Full Year Highlights*

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

*See below for discussion of non-GAAP measures. As used in this release, the term "pro forma" means pro forma for the divestiture of our Arizona Bridal Shows business (consisting of two expositions) on March 18, 2019, giving effect to such divestitures as if they had occurred on January 1, 2019.

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

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

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

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

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

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

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

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

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

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

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

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

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

Subsequent EventsOn January 6, 2021, the Company completed the private offering and sale of $550.0 million aggregate principal amount of 6.875% senior secured notes due 2026 (the "2026 Notes") at an issue price of 100.0%. The net proceeds from the 2026 Notes, together with cash on hand, were used to repay borrowings under the Senior Secured Credit Facility and to redeem all of the outstanding 2023 Notes on January 14, 2021, and to pay the premium, fees and expenses related thereto.

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

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

Conference CallTownsquare Media, Inc. will host a conference call to discuss certain fourth quarter and year end 2020 financial results on Tuesday, March 16, 2021 at 8:00 a.m. Eastern Time. The conference call dial-in number is 1-877-407-0784 (U.S. & Canada) or 1-201-689-8560 (International) and the confirmation code is 13715882. A live webcast of the conference call will also be available on the equity investor relations page of the Company's website at www.townsquaremedia.com.

A replay of the conference call will be available through March 23, 2021. To access the replay, please dial 1-844-512-2921 (U.S. and Canada) or 1-412-317-6671 (International) and enter confirmation code 13715882. A web-based archive of the conference call will also be available at the above website.

About Townsquare Media, Inc. Townsquare is a community-focused digital media, digital marketing solutions and radio company focused outside the Top 50 markets in the U.S.  Our assets include Townsquare Interactive, a digital marketing services subscription business providing web sites, search engine optimization, social platforms and online reputation management for approximately 22,750 SMBs; Townsquare IGNITE, a proprietary digital programmatic advertising technology with an in-house demand and data management platform; and Townsquare Media, our portfolio of 322 local terrestrial radio stations in 67 cities with corresponding local news and entertainment websites and apps including legendary brands such as WYRK.com, WJON.com, and NJ101.5.com along with a network of national music brands including XXLmag.com, TasteofCountry.com, UltimateClassicRock.com and Loudwire.com. For more information, please visit www.townsquaremedia.com, www.townsquareinteractive.com, and www.townsquareignite.com.

Forward-Looking 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, 2020, filed with the SEC on March 16, 2021, for a discussion of additional factors that could cause our actual results to differ from those expressed or implied by forward-looking statements. Townsquare Media, Inc. assumes no responsibility to update any forward-looking statement as a result of new information, future events or otherwise.

Non-GAAP Financial Measures and 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, repurchase of debt, transaction costs, depreciation and amortization, stock-based compensation, business realignment costs, impairment of goodwill, impairment of long-lived and intangible assets, impairment of investments, net (income) loss from discontinued operations, net of income taxes, net (loss) gain on sale and retirement of assets and other expense (income) net. We define Adjusted EBITDA (Excluding Political) as Adjusted EBITDA less political net revenue, net of a fifteen percent deduction to account for estimated national representative firm fees, music licensing fees and sales commissions expense. Adjusted Net Income is defined as net income (loss) before the deduction of transaction costs, business realignment costs, impairment goodwill, impairment of long-lived and intangible assets, impairment of investments, net loss (gain) on sale and retirement of assets, gain on repurchase of debt and insurance recoveries, net income attributable to non-controlling interest, net of income taxes, and net loss from discontinued operations, net of income taxes.  Adjusted Net Income Per Share is defined as Adjusted Net Income divided by the weighted average shares outstanding. We define Net Leverage as our total outstanding indebtedness, net of our total cash balance as of December 31, 2020, divided by our Adjusted EBITDA for the twelve months ended December 31, 2020. These measures do not represent, and should not be considered as alternatives to or superior to, financial results and measures determined or calculated in accordance with GAAP. In addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or principles. You should be aware that in the future we may incur expenses or charges that are the same as or similar to some of the adjustments in the presentation, and we do not infer that our future results will be unaffected by unusual or non-recurring items. In addition, these non-GAAP measures may not be comparable to similarly-named measures reported by other companies. Where we use the term "pro forma", it refers to pro forma financial information for our disposal of our Arizona Bridal Show business, as if the sale occurred on January 1, 2019.

We use Adjusted Operating Income to evaluate the operating performance of our business segments. We use Adjusted EBITDA and Adjusted EBITDA (Excluding Political) to facilitate company-to-company operating performance comparisons by backing out potential differences caused by variations in capital structures (affecting interest expense), taxation and the age and book depreciation of facilities and equipment (affecting relative depreciation expense), which may vary for different companies for reasons unrelated to operating performance, and to facilitate year over year comparisons, by backing out the impact of political revenue which varies depending on the election cycle and may be unrelated to operating performance. We use Adjusted Net Income and Adjusted Net Income Per Share to assess total company operating performance on a consistent basis. We use Net Leverage to measure the Company's ability to handle its debt burden. We believe that these measures, when considered together with our GAAP financial results, provide management and investors with a more complete understanding of our business operating results, including underlying trends, by excluding the effects of transaction costs, net (loss) gain on sale and retirement of assets, business realignment costs, certain impairments, and net income (loss) from discontinued operations. Further, while discretionary bonuses for members of management are not determined with reference to specific targets, our board of directors may consider Adjusted Operating Income, Adjusted EBITDA, Adjusted EBITDA (Excluding Political), Adjusted Net Income, Adjusted Net Income Per Share and Net Leverage when determining discretionary bonuses.

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

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

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

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

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

The following table reconciles on a GAAP basis net (loss) income, the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted Net Income for the three months and years ended December 31, 2020, and 2019, respectively (in thousands, except per share data):

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

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