EX-99.1 2 a93022pressrelease.htm EX-99.1 Document

tslogoa29.jpg
IMMEDIATE RELEASE

TOWNSQUARE SETS THIRD QUARTER RECORD BY ACHIEVING ALL-TIME Q3 HIGH FOR BOTH
NET REVENUE (+8% YEAR-OVER-YEAR) AND ADJUSTED EBITDA (+6% YEAR-OVER-YEAR)

Digital Transformation Evident with Digital Revenue Growth of +17% YOY in Q3
and September YTD 2022 Digital Revenue and Adjusted Operating Income ~50% of Total

Net Leverage Declined to All-Time Low 4.54x

Purchase, NY – November 9, 2022 - Townsquare Media, Inc. (NYSE: TSQ) (“Townsquare”, the "Company," "we," "us," or "our") announced today its financial results for the third quarter ended September 30, 2022.

“I am proud to report another record setting quarter of results that clearly demonstrate the undeniable success and differentiation of Townsquare’s transformation into a Digital First Local Media company. The Townsquare Team reached all-time Q3 highs with net revenue growth of +8% year-over-year, and Adjusted EBITDA growth of +6% year-over-year, meeting our Q3 guidance. In addition, net leverage declined to an all-time low of 4.54x as we continue to make progress towards our 4x net leverage target,” commented Bill Wilson, Chief Executive Officer of Townsquare Media, Inc. “Our growth engine has been and will continue to be our digital solutions, which were the primary driver of our third quarter growth, accounting for half of Townsquare’s total revenue and total profit. Total digital revenue increased +17% year-over-year in the third quarter, and trailing twelve-month digital revenue grew to $225 million. As a uniquely positioned Digital First Local Media Company focused principally on markets outside of the Top 50 in the United States, Townsquare has a resilient digital growth engine supported by both a recurring subscription digital marketing solutions business, with a large addressable market and limited competition, and a highly differentiated digital advertising technology platform.”

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, our first data digital management platform 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 nine months ended September 30, 2021 in conformity with the current period’s segment information.

Third Quarter Highlights*
As compared to the third quarter of 2021:
Net revenue increased 8.4%
Net income decreased $10.1 million
Adjusted EBITDA increased 6.0%
Total Digital net revenue increased 16.6%
Subscription Digital Marketing Solutions (“Townsquare Interactive”) net revenue increased 9.7%
Digital Advertising net revenue increased 21.3%
Total Digital Adjusted Operating Income increased 7.1%
Subscription Digital Marketing Solutions Adjusted Operating Income increased 4.3%
Digital Advertising Adjusted Operating Income increased 8.7%
Broadcast Advertising net revenue increased 3.4%
Diluted income per share was $0.13, and Adjusted Net Income per diluted share was $0.47

1


Year to Date Highlights*
As compared to the nine months ended September 30, 2021:
Net revenue increased 11.5%
Net income decreased $6.4 million
Adjusted EBITDA increased 7.3%
Total Digital net revenue increased 17.8%
Subscription Digital Marketing Solutions net revenue increased 12.7%
Digital Advertising net revenue increased 21.3%
Total Digital Adjusted Operating Income increased 9.5%
Subscription Digital Marketing Solutions Adjusted Operating Income increased 7.2%
Digital Advertising Adjusted Operating Income increased 11.0%
Broadcast Advertising net revenue increased 3.8%
Repurchased aggregate $19.2 million of our 2026 Secured Senior Notes at or below par
Completed the acquisition of Cherry Creek Broadcasting LLC ("Cherry Creek") for $18.4 million, net of closing adjustments
*See below for discussion of non-GAAP measures.

Guidance
For the fourth quarter of 2022, net revenue is expected to be between $116.0 million and $122.0 million (+5% to +10% as compared to the prior year), and Adjusted EBITDA is expected to be between $27.7 million and $30.7 million (+8% to +20% as compared to the prior year).

For the full year 2022, net revenue is expected to be between approximately $459 million and $465 million (+10% to +11% as compared to the prior year), and Adjusted EBITDA is expected to be between approximately $113 million and $116 million (+8% to +10% as compared to the prior year).

Quarter Ended September 30, 2022 Compared to the Quarter Ended September 30, 2021

Net Revenue
Net revenue for the three months ended September 30, 2022 increased $9.4 million, or 8.4%, to $120.6 million as compared to $111.3 million in the same period in 2021. Digital Advertising net revenue increased $6.5 million, or 21.3%, and Subscription Digital Marketing Solutions net revenue increased $2.1 million, or 9.7%, as compared to the same period in 2021 due in part to the addition of approximately 850 additional net subscribers during the third quarter of 2022. Broadcast Advertising net revenue increased $2.0 million, or 3.4%, as compared to the same period in 2021. Other net revenue decreased $1.2 million due to the timing of certain live events. Excluding political revenue, net revenue increased $8.3 million, or 7.5%, to $119.0 million, Digital Advertising net revenue increased $6.4 million, or 20.9%, to $36.9 million, and Broadcast Advertising net revenue increased $1.0 million, or 1.8%, to $57.8 million.

Adjusted EBITDA
Adjusted EBITDA for the three months ended September 30, 2022, increased $1.8 million, or 6.0%, to $30.9 million, as compared to $29.2 million in the same period last year. Adjusted EBITDA (Excluding Political) increased $0.9 million, or 3.1%, to $29.6 million, as compared to $28.7 million in the same period last year.

Net Income
Net income for the quarter ended September 30, 2022, decreased $10.1 million to $2.8 million, as compared to $12.9 million in the same period last year, primarily driven by non-cash impairment charges to our FCC licenses of $10.3 million. Adjusted Net Income decreased $2.2 million, primarily driven by an increase in the provision for income taxes of $4.0 million, partially offset by higher net revenue.

2


Nine Months Ended September 30, 2022 Compared to the Nine Months Ended September 30, 2021

Net Revenue
Net revenue for the nine months ended September 30, 2022, increased $35.4 million, or 11.5%, to $342.8 million as compared to $307.4 million in the same period in 2021. Digital Advertising net revenue increased $18.2 million, or 21.3% and Subscription Digital Marketing Solutions net revenue increased $7.7 million, or 12.7% as compared to the same period in 2021 due in part to the addition of approximately 3,050 additional net subscribers during the nine months ended September 30, 2022. Broadcast Advertising net revenue increased $6.0 million, or 3.8%. Other net revenue increased $3.5 million due to the increase in live events held during the period, as compared to the same period a year ago. Excluding political revenue, net revenue increased $33.7 million, or 11.0%, to $339.3 million, Digital Advertising net revenue increased $17.9 million, or 21.0%, to $103.2 million, and Broadcast Advertising net revenue increased $4.6 million, or 2.9%, to $161.2 million.

Adjusted EBITDA
Adjusted EBITDA for the nine months ended September 30, 2022 increased $5.8 million, or 7.3% to $85.3 million, as compared to $79.5 million in the same period last year. Adjusted EBITDA (Excluding Political) increased $4.3 million, or 5.5%, to $82.3 million, as compared to $78.0 million in the same period last year.

Net Income
Net income for the nine months ended September 30, 2022 decreased $6.4 million, or 38.0%, to $10.5 million, as compared to $16.9 million in the same period last year, primarily driven by non-cash impairment charges to our FCC licenses and other intangible assets of $20.2 million, partially offset by an increase in net revenue. Adjusted Net Income increased $2.9 million, primarily driven by higher net revenue, partially offset by an increase in the provision for income taxes of $3.4 million.

Liquidity and Capital Resources
As of September 30, 2022, we had a total of $27.0 million of cash and cash equivalents and $530.8 million of outstanding indebtedness, representing 4.79x and 4.54x gross and net leverage, respectively, based on Adjusted EBITDA for the twelve months ended September 30, 2022, of $110.9 million.

The table below presents a summary, as of November 4, 2022, of our outstanding common stock.

Security
Number OutstandingDescription
Class A common stock12,964,312 One vote per share.
Class B common stock815,296 
10 votes per share.1
Class C common stock3,461,341 
No votes.1
Total17,240,949 
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 third quarter 2022 financial results and 2022 guidance on Wednesday, November 9, 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 13733344. 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 November 16, 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 13733344. 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 29,850 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
3


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, as well as the Company's Form 10-K/A, 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 (gain) loss on sale and retirement of assets. We define Adjusted EBITDA as net income before the deduction of income taxes, interest expense, net, (gain) loss on repurchases, 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 (gain) loss 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 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 (gain) loss on sale and retirement of assets, net, (gain) loss on repurchases, 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 September 30, 2022, divided by our Adjusted EBITDA for the twelve months ended September 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.
4



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 (gain) loss 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
investors@townsquaremedia.com
5


TOWNSQUARE MEDIA, INC.
CONSOLIDATED BALANCE SHEETS
(in Thousands, Except Share and Per Share Data)
(unaudited)


September 30,
2022
December 31,
2021
ASSETS
Current assets:
   Cash and cash equivalents$27,046 $50,505 
Accounts receivable, net of allowance of $5,581 and $6,743, respectively
61,677 57,647 
   Prepaid expenses and other current assets12,649 12,086 
Total current assets
101,372 120,238 
Property and equipment, net110,018 106,717 
Intangible assets, net289,292 278,265 
Goodwill166,324 157,947 
Investments17,933 18,217 
Operating lease right-of-use-assets51,433 42,996 
Other assets2,354 1,437 
Restricted cash495 494 
Total assets
$739,221 $726,311 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
  Accounts payable$5,499 $5,676 
  Deferred revenue10,702 10,208 
  Accrued compensation and benefits10,390 14,411 
  Accrued expenses and other current liabilities24,437 22,512 
  Operating lease liabilities, current8,814 7,396 
  Accrued interest6,080 15,754 
Total current liabilities65,922 75,957 
Long-term debt, net of deferred finance costs of $6,844 and $8,479, respectively
523,922 541,521 
Deferred tax liability24,494 20,081 
Operating lease liability, net of current portion45,465 38,743 
Other long-term liabilities16,391 425 
Total liabilities
676,194 676,727 
Stockholders’ equity:
Class A common stock, par value $0.01 per share; 300,000,000 shares authorized; 12,881,711 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
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 stock172 169 
   Treasury stock, at cost; 25,623 and zero shares of Class A common stock, respectively
(225)— 
   Additional paid-in capital307,751 302,724 
   Accumulated deficit(247,757)(256,635)
   Non-controlling interest 3,086 3,326 
Total stockholders’ equity
63,027 49,584 
Total liabilities and stockholders’ equity
$739,221 $726,311 

6


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



Three Months Ended 
September 30,
Nine Months Ended 
September 30,
2022202120222021
Net revenue$120,635 $111,280 $342,801 $307,379 
Operating costs and expenses:
Direct operating expenses, excluding depreciation, amortization, and stock-based compensation83,985 75,719 241,581 211,837 
Depreciation and amortization4,467 4,821 13,546 14,546 
Corporate expenses5,744 6,410 15,892 15,996 
Stock-based compensation722 877 2,430 2,833 
Transaction and business realignment costs1,004 486 2,280 5,847 
Impairment of long-lived assets, intangible assets and investments10,300 — 20,197 95 
Net (gain) loss on sale and retirement of assets(119)(14)(338)613 
    Total operating costs and expenses106,103 88,299 295,588 251,767 
    Operating income14,532 22,981 47,213 55,612 
Other expense (income):
Interest expense, net9,967 9,816 30,038 29,780 
(Gain) loss on repurchases, extinguishment and modification of debt— — (108)5,997 
Other (income) expense, net(508)(3,078)1,886 (3,455)
    Income from operations before tax5,073 16,243 15,397 23,290 
Income tax provision2,275 3,349 4,939 6,431 
Net income$2,798 $12,894 $10,458 $16,859 
Net income attributable to:
     Controlling interests$2,260 $12,405 $8,878 $15,288 
     Non-controlling interests$538 $489 $1,580 $1,571 
Basic income per share:
    Attributable to common shares$0.13 $0.75 $0.52 $0.79 
    Attributable to participating shares$— $0.75 $— $0.79 
Diluted income per share$0.13 $0.64 $0.48 $0.71 
Weighted average shares outstanding:
     Basic attributable to common shares17,037 16,386 16,941 16,917 
     Basic attributable to participating shares— 88 — 2,333 
     Diluted17,482 19,384 18,645 21,657 

7


TOWNSQUARE MEDIA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in Thousands)
(unaudited)
Nine Months Ended September 30,
20222021
Cash flows from operating activities:
Net income$10,458 $16,859 
Adjustments to reconcile net income to net cash provided by operating activities:
     Depreciation and amortization13,546 14,546 
     Amortization of deferred financing costs1,359 1,129 
     Non-cash lease income(298)(106)
     Net deferred taxes and other4,413 6,070 
     Provision for doubtful accounts1,429 1,718 
     Stock-based compensation expense2,430 2,833 
    (Gain) loss on repurchases, extinguishment and modification of debt(108)5,997 
     Trade activity, net(3,496)(9,994)
     Impairment of long-lived assets, intangible assets and investments20,197 95 
     Unrealized loss (gain) on investment1,934 (2,924)
     Content rights acquired
(19,320)— 
     Amortization of content rights
3,124 — 
     Change in content rights liabilities
17,397 — 
     Other(815)(199)
Changes in assets and liabilities, net of acquisitions:
Accounts receivable(4,900)(1,148)
Prepaid expenses and other assets(1,253)3,259 
Accounts payable(123)1,409 
Accrued expenses(3,916)(569)
Accrued interest(9,674)(49)
Other long-term liabilities(278)(789)
Net cash provided by operating activities - continuing operations
32,106 38,137 
Net cash used in operating activities - discontinued operations
— (33)
Net cash provided by operating activities
32,106 38,104 
Cash flows from investing activities:
Payment for acquisition(18,419)— 
Purchase of property and equipment(13,100)(7,840)
Purchase of investments(100)(278)
Purchase of digital assets(4,997)— 
Proceeds from insurance recoveries452 362 
Proceeds from sale of assets and investment related transactions810 1,671 
Net cash used in investing activities
(35,354)(6,085)
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 exercised790 10,931 
Repurchase of stock(225)(1,400)
Cash distribution to non-controlling interests(1,820)(2,216)
Repayments of capitalized obligations(105)(57)
      Net cash used in financing activities(20,210)(83,959)
Cash and cash equivalents and restricted cash:
      Net decrease in cash, cash equivalents and restricted cash(23,458)(51,940)
      Beginning of period50,999 83,723 
      End of period$27,541 $31,783 
8


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

Nine Months Ended 
September 30,
20222021
Supplemental Disclosure of Cash Flow Information:
   Cash payments:
Interest
$38,284 $28,693 
Income taxes
1,049 634 
Supplemental Disclosure of Non-cash Activities:
   Investments acquired in exchange for advertising(1)
$2,750 $6,438 
   Property and equipment acquired in exchange for advertising(1)
726 1,945 
   Accrued capital expenditures45 120 
   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
$7,982 $7,695 
Right-of-use assets obtained in exchange for operating lease obligations
8,923 2,246 
Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents$27,046 $31,289 
Restricted cash495 494 
$27,541 $31,783 

(1) Represents total advertising services provided by the Company in exchange for equity interests and property and equipment acquired during each of the nine months ended September 30, 2022 and 2021, respectively.


9


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

Three Months Ended 
September 30,
Nine Months Ended 
September 30,
20222021% Change20222021% Change
Subscription Digital Marketing Solutions$23,188 $21,130 9.7 %$68,021 $60,347 12.7 %
Digital Advertising37,015 30,521 21.3 %103,452 85,252 21.3 %
Broadcast Advertising59,267 57,314 3.4 %164,447 158,422 3.8 %
Other1,165 2,315 (49.7)%6,881 3,358 104.9 %
Net revenue120,635 111,280 8.4 %342,801 307,379 11.5 %
Subscription Digital Marketing Solutions Expenses16,744 14,954 12.0 %$48,513 $42,144 15.1 %
Digital Advertising expenses25,949 20,341 27.6 %73,064 57,884 26.2 %
Broadcast Advertising expenses39,889 38,040 4.9 %113,869 108,667 4.8 %
Other expenses1,403 2,384 (41.1)%6,135 3,142 95.3 %
Direct operating expenses83,985 75,719 10.9 %241,581 211,837 14.0 %
Depreciation and amortization4,467 4,821 (7.3)%13,546 14,546 (6.9)%
Corporate expenses5,744 6,410 (10.4)%15,892 15,996 (0.7)%
Stock-based compensation722 877 (17.7)%2,430 2,833 (14.2)%
Transaction and business realignment costs1,004 486 106.6 %2,280 5,847 (61.0)%
Impairment of long-lived assets, intangible assets and investments10,300 — **20,197 95 **
Net (gain) loss on sale and retirement of assets(119)(14)**(338)613 **
    Total operating costs and expenses106,103 88,299 20.2 %295,588 251,767 17.4 %
    Operating income14,532 22,981 (36.8)%47,213 55,612 (15.1)%
Other expense (income):
Interest expense, net9,967 9,816 1.5 %30,038 29,780 0.9 %
(Gain) loss on repurchases, extinguishment and modification of debt— — **(108)5,997 **
Other (income) expense, net(508)(3,078)(83.5)%1,886 (3,455)**
    Income from operations before tax5,073 16,243 (68.8)%15,397 23,290 (33.9)%
Income tax provision2,275 3,349 (32.1)%4,939 6,431 (23.2)%
Net income$2,798 $12,894 (78.3)%$10,458 $16,859 (38.0)%
** not meaningful

10


The following table presents Net revenue and Adjusted Operating Income by segment, for the three and nine months ended September 30, 2022, and 2021, respectively (in thousands):

Three Months Ended 
September 30,
Nine Months Ended 
September 30,
(Unaudited)(Unaudited)
20222021% Change20222021% Change
Subscription Digital Marketing Solutions$23,188 $21,130 9.7 %$68,021 $60,347 12.7 %
Digital Advertising37,015 30,521 21.3 %103,452 85,252 21.3 %
Digital 60,203 51,651 16.6 %171,473 145,599 17.8 %
Broadcast Advertising59,267 57,314 3.4 %164,447 158,422 3.8 %
Other1,165 2,315 (49.7)%6,881 3,358 104.9 %
Net revenue$120,635 $111,280 8.4 %$342,801 $307,379 11.5 %
Subscription Digital Marketing Solutions$6,444 $6,176 4.3 %$19,508 $18,203 7.2 %
Digital Advertising11,066 10,180 8.7 %30,388 27,368 11.0 %
Digital17,510 16,356 7.1 %49,896 45,571 9.5 %
Broadcast Advertising19,378 19,274 0.5 %50,578 49,755 1.7 %
Other(238)(69)**746 216 **
Adjusted Operating Income$36,650 $35,561 3.1 %$101,220 $95,542 5.9 %
** not meaningful


The following table reconciles Net revenue to Net revenue, excluding political revenue on a GAAP basis by segment for the three and nine months ended September 30, 2022, and 2021, respectively (in thousands):

Three Months Ended 
September 30,
Nine Months Ended 
September 30,
(Unaudited)(Unaudited)
20222021% Change20222021% Change
Subscription Digital Marketing Solutions$23,188 $21,130 9.7 %$68,021 $60,347 12.7 %
Digital Advertising37,015 30,521 21.3 %103,452 85,252 21.3 %
Digital60,203 51,651 16.6 %171,473 145,599 17.8 %
Broadcast Advertising59,267 57,314 3.4 %164,447 158,422 3.8 %
Other1,165 2,315 (49.7)%6,881 3,358 104.9 %
Net revenue$120,635 $111,280 8.4 %$342,801 $307,379 11.5 %
Subscription Digital Marketing Solutions political revenue— — **— — **
Digital Advertising political revenue100 — **297 — **
Broadcast Advertising political revenue1,487 575 158.6 %3,238 1,778 82.1 %
Other political revenue— — **— — **
Political revenue$1,587 $575 176.0 %$3,535 $1,778 98.8 %
Subscription Digital Marketing Solutions net revenue (ex. political)$23,188 $21,130 9.7 %$68,021 $60,347 12.7 %
Digital Advertising net revenue (ex. political)36,915 30,521 20.9 %103,155 85,252 21.0 %
Digital net revenue (ex. political)60,103 51,651 16.4 %171,176 145,599 17.6 %
Broadcast Advertising political net revenue (ex. political)57,780 56,739 1.8 %161,209 156,644 2.9 %
Other net revenue (ex. political)1,165 2,315 (49.7)%6,881 3,358 104.9 %
Net revenue (ex. political)$119,048 $110,705 7.5 %$339,266 $305,601 11.0 %
** not meaningful





11


The following table reconciles on a GAAP basis net income, the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted Net Income for the three and nine months ended September 30, 2022, and 2021, respectively (in thousands, except per share data):
Three Months Ended 
September 30,
Nine Months Ended 
September 30,
(Unaudited)
2022202120222021
Net income$2,798 $12,894 $10,458 $16,859 
Income tax provision2,275 3,349 4,939 6,431 
Income from operations before income taxes5,073 16,243 15,397 23,290 
Transaction and business realignment costs1,004 486 2,280 5,847 
Impairment of long-lived assets, intangible assets and investments10,300 — 20,197 95 
Net (gain) loss on sale and retirement of assets(119)(14)(338)613 
(Gain) loss on repurchases, extinguishment and modification of debt— — (108)5,997 
Change in fair value of investment(239)(2,924)1,934 (2,924)
Gain on insurance recoveries(441)(137)(452)(362)
Net income attributable to non-controlling interest, net of income taxes(538)(489)(1,580)(1,571)
Adjusted net income before income taxes15,040 13,165 37,330 30,985 
   Income tax provision6,745 2,714 11,975 8,556 
Adjusted Net Income$8,295 $10,451 $25,355 $22,429 
Adjusted Net Income Per Share:
   Basic$0.49 $0.64 $1.50 $1.33 
   Diluted$0.47 $0.54 $1.36 $1.04 
Weighted average shares outstanding:
     Basic17,037 16,386 16,941 16,917 
     Diluted17,482 19,384 18,645 21,657 

12


The following table reconciles on a GAAP basis net income, 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 nine months ended September 30, 2022, and 2021, respectively (dollars in thousands):

Three Months Ended 
September 30,
Nine Months Ended 
September 30,
(Unaudited)
2022202120222021
Net income$2,798 $12,894 $10,458 $16,859 
Income tax provision2,275 3,349 4,939 6,431 
Interest expense, net9,967 9,816 30,038 29,780 
(Gain) loss on repurchases, extinguishment and modification of debt— — (108)5,997 
Depreciation and amortization4,467 4,821 13,546 14,546 
Stock-based compensation722 877 2,430 2,833 
Transaction and business realignment costs1,004 486 2,280 5,847 
Impairment of long-lived assets, intangible assets and investments10,300 — 20,197 95 
Other (a)
(627)(3,092)1,548 (2,842)
Adjusted EBITDA$30,906 $29,151 $85,328 $79,546 
Political Adjusted EBITDA(1,349)(489)(3,005)(1,511)
Adjusted EBITDA (Excluding Political)$29,557 $28,662 $82,323 $78,035 
Political Adjusted EBITDA1,349 489 3,005 1,511 
Net cash paid for interest(18,776)(21,542)(38,284)(28,693)
Capital expenditures(5,473)(3,001)(13,100)(7,840)
Cash paid for taxes(190)(150)(1,049)(634)
Adjusted EBITDA Less Interest, Capex and Taxes$6,467 $4,458 $32,895 $42,379 
(a) Other includes net (gain) loss on sale and retirement of assets and other (income) expense, net.

13


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 September 30, 2022 (dollars in thousands):
Three Months EndedTwelve Months Ended
(Unaudited)
December 31, 2021March 31, 2022June 30, 2022September 30, 2022September 30, 2022
Net income$1,925 $2,741 $4,919 $2,798 $12,383 
Income tax provision3,920 1,458 1,206 2,275 8,859 
Interest expense, net10,066 10,027 10,044 9,967 40,104 
Gain on repurchases, extinguishment and modification of debt— — (108)— (108)
Depreciation and amortization4,552 4,765 4,314 4,467 18,098 
Stock-based compensation885 869 839 722 3,315 
Transaction and business realignment costs(542)452 824 1,004 1,738 
Impairment of long-lived assets, intangible assets and investments1,818 478 9,419 10,300 22,015 
Other (a)
2,943 1,280 895 (627)4,491 
Adjusted EBITDA$25,567 $22,070 $32,352 $30,906 $110,895 
(a) Other includes net (gain) loss on sale and retirement of assets and other (income) expense, net.

14


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 September 30, 2022, and 2021 (in thousands):

Three Months Ended September 30, 2022
(Unaudited)
Subscription Digital Marketing SolutionsDigital AdvertisingBroadcast AdvertisingOtherCorporate and Other Reconciling ItemsTotal
Operating income (loss)$5,986 $10,896 $5,767 $(272)$(7,845)$14,532 
Depreciation and amortization321 150 3,301 26 669 4,467 
Corporate expenses— — — — 5,744 5,744 
Stock-based compensation137 20 109 454 722 
Transaction and business realignment costs— — — 998 1,004 
Impairment of long-lived assets, intangible assets and investments— — 10,300 — — 10,300 
Net gain on sale and retirement of assets— — (99)— (20)(119)
Adjusted Operating Income (Loss)$6,444 $11,066 $19,378 $(238)$ $36,650 

Three Months Ended September 30, 2021
(Unaudited)
Subscription Digital Marketing SolutionsDigital AdvertisingBroadcast AdvertisingOtherCorporate and Other Reconciling ItemsTotal
Operating income (loss)$5,905 $10,087 $15,986 $(119)$(8,878)$22,981 
Depreciation and amortization143 82 3,224 41 1,331 4,821 
Corporate expenses— — — — 6,410 6,410 
Stock-based compensation128 11 64 672 877 
Transaction and business realignment costs— — — 479 486 
Net gain on sale and retirement of assets— — — — (14)(14)
Adjusted Operating Income (Loss)$6,176 $10,180 $19,274 $(69)$ $35,561 






15


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 nine months ended September 30, 2022, and 2021 (in thousands):

Nine Months Ended September 30, 2022
(Unaudited)
Subscription Digital Marketing SolutionsDigital AdvertisingBroadcast AdvertisingOtherCorporate and Other Reconciling ItemsTotal
Operating income (loss)$18,195 $29,978 $24,719 $487 $(26,166)$47,213 
Depreciation and amortization911 360 9,603 113 2,559 13,546 
Corporate expenses— — — — 15,892 15,892 
Stock-based compensation402 50 280 1,690 2,430 
Transaction and business realignment costs— — — 18 2,262 2,280 
Impairment of long-lived assets, intangible assets and investments— — 16,258 120 3,819 20,197 
Net gain on sale and retirement of assets— — (282)— (56)(338)
Adjusted Operating Income$19,508 $30,388 $50,578 $746 $ $101,220 

Nine Months Ended September 30, 2021
(Unaudited)
Subscription Digital Marketing SolutionsDigital AdvertisingBroadcast AdvertisingOtherCorporate and Other Reconciling ItemsTotal
Operating income (loss)$16,952 $26,908 $39,748 $53 $(28,049)$55,612 
Depreciation and amortization840 417 9,753 127 3,409 14,546 
Corporate expenses— — — — 15,996 15,996 
Stock-based compensation411 43 254 11 2,114 2,833 
Transaction and business realignment costs— — — 25 5,822 5,847 
Impairment of long-lived and intangible assets— — — — 95 95 
Net loss on sale and retirement of assets— — — — 613 613 
Adjusted Operating Income$18,203 $27,368 $49,755 $216 $ $95,542 
16