Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 11, 2019 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 001-36558 | |
Entity Registrant Name | Townsquare Media, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-1996555 | |
Entity Address, Address Line One | One Manhattanville Road | |
Entity Address, Address Line Two | Suite 202 | |
Entity Address, City or Town | Purchase, | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10577 | |
City Area Code | 203 | |
Local Phone Number | 861-0900 | |
Title of 12(b) Security | Class A Common Stock, $0.01 par value per share | |
Trading Symbol | TSQ | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001499832 | |
Current Fiscal Year End Date | --12-31 | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 14,313,844 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 3,011,634 | |
Common Class C | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 1,636,341 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 62,764 | $ 61,396 |
Accounts receivable, net of allowance of $3,285 and $3,454, respectively | 67,354 | 62,459 |
Prepaid expenses and other current assets | 10,801 | 8,939 |
Current assets of discontinued operations | 22 | 19,763 |
Total current assets | 140,941 | 152,557 |
Property and equipment, net | 112,923 | 112,377 |
Intangible assets, net | 478,024 | 478,938 |
Goodwill | 226,981 | 226,981 |
Investments | 11,775 | 9,505 |
Operating lease right-of-use assets | 41,785 | |
Other assets | 294 | 6,909 |
Total assets | 1,012,723 | 987,267 |
Current liabilities: | ||
Accounts payable | 11,527 | 13,393 |
Current portion of long-term debt | 5 | 5 |
Deferred revenue | 7,992 | 7,922 |
Accrued expenses and other current liabilities | 19,874 | 32,749 |
Short-term operating lease liabilities | 8,021 | |
Accrued interest | 4,647 | 4,563 |
Current liabilities of discontinued operations | 3,968 | 7,138 |
Total current liabilities | 56,034 | 65,770 |
Long-term debt, less current portion (net of deferred finance costs of $4,930 and $5,155, respectively) | 555,552 | 555,330 |
Deferred tax liability | 18,513 | 16,031 |
Long-term operating lease liabilities | 36,765 | |
Other long-term liabilities | 1,633 | 8,559 |
Total liabilities | 668,497 | 645,690 |
Stockholders’ equity: | ||
Common stock | 190 | 190 |
Additional paid-in capital | 366,954 | 365,835 |
Accumulated deficit | (25,775) | (25,735) |
Non-controlling interest | 2,857 | 1,287 |
Total stockholders’ equity | 344,226 | 341,577 |
Total liabilities and stockholders’ equity | 1,012,723 | 987,267 |
Common Class A | ||
Stockholders’ equity: | ||
Common stock | 143 | 143 |
Common Class B | ||
Stockholders’ equity: | ||
Common stock | 30 | 30 |
Common Class C | ||
Stockholders’ equity: | ||
Common stock | $ 17 | $ 17 |
Consolidated Balance Sheets Par
Consolidated Balance Sheets Parenthetical - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Allowance for doubtful accounts | $ 3,285 | $ 3,454 |
Deferred financing costs | $ (4,930) | $ (5,155) |
Common shares authorized (in shares) | 400,000,000 | |
Common Class A | ||
Common shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common shares outstanding (in shares) | 14,313,844 | 14,297,066 |
Common shares issued (in shares) | 14,313,844 | 14,297,066 |
Common par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common Class B | ||
Common shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common shares outstanding (in shares) | 3,011,634 | 3,011,634 |
Common shares issued (in shares) | 3,011,634 | 3,011,634 |
Common par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common Class C | ||
Common shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common shares outstanding (in shares) | 1,636,341 | 1,636,341 |
Common shares issued (in shares) | 1,636,341 | 1,636,341 |
Common par value (in dollars per share) | $ 0.01 | $ 0.01 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |||
Net revenue | $ 113,088 | $ 105,319 | [1] | $ 206,770 | $ 193,302 | [1] |
Operating costs and expenses: | ||||||
Direct operating expenses | 75,590 | 72,722 | [1] | 144,219 | 137,078 | [1] |
Depreciation and amortization | 5,897 | 4,409 | [1] | 12,405 | 8,792 | [1] |
Corporate expenses | 7,370 | 7,290 | [1] | 12,957 | 12,939 | [1] |
Stock-based compensation | 660 | 246 | [1] | 1,536 | 436 | [1] |
Transaction costs | 128 | 678 | [1] | 276 | 837 | [1] |
Business realignment costs | 0 | 0 | [1] | 4 | 0 | [1] |
Impairment of long lived and intangible assets | 231 | 0 | [1] | 231 | 0 | [1] |
Net gain on sale and retirement of assets | (21) | (388) | [1] | (2) | (398) | [1] |
Total operating costs and expenses | 89,855 | 84,957 | [1] | 171,626 | 159,684 | [1] |
Operating income | 23,233 | 20,362 | [1] | 35,144 | 33,618 | [1] |
Other expense: | ||||||
Interest expense, net | 8,526 | 8,533 | [1] | 17,121 | 16,960 | [1] |
Other expense, net | 36 | 48 | [1] | 70 | 80 | [1] |
Income from continuing operations before income taxes | 14,671 | 11,781 | [1] | 17,953 | 16,578 | [1] |
Provision for income taxes | 4,059 | 3,188 | [1] | 4,967 | 4,519 | [1] |
Net income from continuing operations | 10,612 | 8,593 | [1] | 12,986 | 12,059 | [1] |
Net income (loss) from discontinued operations, net of income taxes | 84 | (6,959) | [1] | (7,080) | (37,015) | [1] |
Net income (loss) | 10,696 | 1,634 | [1] | 5,906 | (24,956) | [1] |
Net income (loss) attributable to: | ||||||
Controlling interests | 10,203 | 1,335 | [1] | 4,966 | (25,473) | [1] |
Non-controlling interests | $ 493 | $ 299 | [1] | $ 940 | $ 517 | [1] |
Diluted income (loss) per share: | ||||||
Continuing operations (in dollars per share) | $ 0.37 | $ 0.30 | [1] | $ 0.44 | $ 0.42 | [1] |
Discontinued operations (in dollars per share) | $ 0 | $ (0.25) | [1] | $ (0.26) | $ (1.34) | [1] |
Weighted average shares outstanding: | ||||||
Basic (in shares) | 27,490 | 27,611 | 27,473 | 27,541 | ||
Diluted (in shares) | 27,490 | 27,611 | [1] | 27,473 | 27,541 | [1] |
Dividends declared (in usd per share) | $ 0.075 | $ 0.075 | [1] | $ 0.150 | $ 0.150 | [1] |
Common shares | ||||||
Basic income (loss) per share: | ||||||
Continuing operations (in dollars per share) | 0.37 | 0.30 | [1] | 0.44 | 0.42 | [1] |
Discontinued operations (in dollars per share) | $ 0 | $ (0.37) | [1] | $ (0.38) | $ (1.99) | [1] |
Weighted average shares outstanding: | ||||||
Basic (in shares) | 18,512 | 18,633 | [1] | 18,495 | 18,563 | [1] |
Participating shares | ||||||
Basic income (loss) per share: | ||||||
Continuing operations (in dollars per share) | $ 0.37 | $ 0.30 | [1] | $ 0.44 | $ 0.42 | [1] |
Discontinued operations (in dollars per share) | $ 0 | $ 0 | [1] | $ 0 | $ 0 | [1] |
Weighted average shares outstanding: | ||||||
Basic (in shares) | 8,978 | 8,978 | [1] | 8,978 | 8,978 | [1] |
[1] | See Note 2 to the Unaudited Consolidated Financial Statements entitled Correction of Prior Period Financial Statements |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Warrants | Additional Paid-in Capital | Retained Earnings (Deficit) | Accumulated Other Comprehensive Loss | Non- Controlling Interest | Common Class A | Common Class ACommon Stock | Common Class B | Common Class BCommon Stock | Common Class C | Common Class CCommon Stock | Warrants | WarrantsWarrants | ||
Common shares outstanding, beginning balance (in shares) at Dec. 31, 2017 | 13,819,639 | 3,022,484 | 1,636,341 | ||||||||||||||
Warrants outstanding, beginning balance (in warrants) at Dec. 31, 2017 | 8,977,676 | 8,977,676 | |||||||||||||||
Stockholders' equity, beginning balance at Dec. 31, 2017 | $ 381,080 | $ 185 | $ 367,041 | $ 13,265 | $ (532) | $ 1,121 | |||||||||||
Increase (Decrease) in Stockholders' and Members' Equity [Roll Forward] | |||||||||||||||||
Net (loss) income | (26,591) | (26,809) | 218 | ||||||||||||||
Dividends declared | (2,061) | (2,061) | |||||||||||||||
Stock-based compensation | 197 | 197 | |||||||||||||||
Issuance of restricted stock (in shares) | 18,037 | ||||||||||||||||
Foreign currency exchange | (126) | (126) | |||||||||||||||
Cash distributions to non-controlling interests | (27) | (19) | (8) | ||||||||||||||
Common shares outstanding, ending balance (in shares) at Mar. 31, 2018 | 13,837,676 | 3,022,484 | 1,636,341 | ||||||||||||||
Warrants outstanding, ending balance (in warrants) at Mar. 31, 2018 | 8,977,676 | ||||||||||||||||
Stockholders' equity, ending balance at Mar. 31, 2018 | 354,743 | 185 | 367,238 | (13,353) | (658) | 1,331 | |||||||||||
Common shares outstanding, beginning balance (in shares) at Dec. 31, 2017 | 13,819,639 | 3,022,484 | 1,636,341 | ||||||||||||||
Warrants outstanding, beginning balance (in warrants) at Dec. 31, 2017 | 8,977,676 | 8,977,676 | |||||||||||||||
Stockholders' equity, beginning balance at Dec. 31, 2017 | 381,080 | 185 | 367,041 | 13,265 | (532) | 1,121 | |||||||||||
Increase (Decrease) in Stockholders' and Members' Equity [Roll Forward] | |||||||||||||||||
Net (loss) income | [1] | (24,956) | |||||||||||||||
Common shares outstanding, ending balance (in shares) at Jun. 30, 2018 | 14,248,526 | 3,011,634 | 1,636,341 | ||||||||||||||
Warrants outstanding, ending balance (in warrants) at Jun. 30, 2018 | 8,977,676 | ||||||||||||||||
Stockholders' equity, ending balance at Jun. 30, 2018 | 350,341 | 185 | 363,818 | (14,141) | 0 | 479 | |||||||||||
Common shares outstanding, beginning balance (in shares) at Mar. 31, 2018 | 13,837,676 | 3,022,484 | 1,636,341 | ||||||||||||||
Warrants outstanding, beginning balance (in warrants) at Mar. 31, 2018 | 8,977,676 | ||||||||||||||||
Stockholders' equity, beginning balance at Mar. 31, 2018 | 354,743 | 185 | 367,238 | (13,353) | (658) | 1,331 | |||||||||||
Increase (Decrease) in Stockholders' and Members' Equity [Roll Forward] | |||||||||||||||||
Net (loss) income | 1,634 | [1] | 1,335 | 299 | |||||||||||||
Dividends declared | (2,123) | (2,123) | |||||||||||||||
Acquisitions of non-controlling interests | (4,316) | (3,671) | (645) | ||||||||||||||
Stock-based compensation | 251 | 251 | |||||||||||||||
Conversion of common shares (in shares) | 10,850 | (10,850) | |||||||||||||||
Issuance of restricted stock (in shares) | 400,000 | ||||||||||||||||
Disposal of subsidiary | 637 | (19) | 656 | ||||||||||||||
Foreign currency exchange | 2 | 2 | |||||||||||||||
Cash distributions to non-controlling interests | (487) | 19 | (506) | ||||||||||||||
Common shares outstanding, ending balance (in shares) at Jun. 30, 2018 | 14,248,526 | 3,011,634 | 1,636,341 | ||||||||||||||
Warrants outstanding, ending balance (in warrants) at Jun. 30, 2018 | 8,977,676 | ||||||||||||||||
Stockholders' equity, ending balance at Jun. 30, 2018 | 350,341 | 185 | 363,818 | (14,141) | 0 | 479 | |||||||||||
Common shares outstanding, beginning balance (in shares) at Dec. 31, 2018 | 14,297,066 | 14,297,066 | 3,011,634 | 3,011,634 | 1,636,341 | 1,636,341 | |||||||||||
Warrants outstanding, beginning balance (in warrants) at Dec. 31, 2018 | 8,977,676 | ||||||||||||||||
Stockholders' equity, beginning balance at Dec. 31, 2018 | 341,577 | 190 | 365,835 | (25,735) | 0 | 1,287 | |||||||||||
Increase (Decrease) in Stockholders' and Members' Equity [Roll Forward] | |||||||||||||||||
Net (loss) income | (4,790) | (5,237) | 447 | ||||||||||||||
Dividends declared | (2,095) | (2,095) | |||||||||||||||
Stock-based compensation | 876 | 876 | |||||||||||||||
Issuance of restricted stock (in shares) | 16,778 | ||||||||||||||||
Cash distributions to non-controlling interests | (1,287) | (1,287) | |||||||||||||||
Common shares outstanding, ending balance (in shares) at Mar. 31, 2019 | 14,313,844 | 3,011,634 | 1,636,341 | ||||||||||||||
Warrants outstanding, ending balance (in warrants) at Mar. 31, 2019 | 8,977,676 | ||||||||||||||||
Stockholders' equity, ending balance at Mar. 31, 2019 | 333,465 | 190 | 366,711 | (33,883) | 0 | 447 | |||||||||||
Common shares outstanding, beginning balance (in shares) at Dec. 31, 2018 | 14,297,066 | 14,297,066 | 3,011,634 | 3,011,634 | 1,636,341 | 1,636,341 | |||||||||||
Warrants outstanding, beginning balance (in warrants) at Dec. 31, 2018 | 8,977,676 | ||||||||||||||||
Stockholders' equity, beginning balance at Dec. 31, 2018 | 341,577 | 190 | 365,835 | (25,735) | 0 | 1,287 | |||||||||||
Increase (Decrease) in Stockholders' and Members' Equity [Roll Forward] | |||||||||||||||||
Net (loss) income | 5,906 | ||||||||||||||||
Common shares outstanding, ending balance (in shares) at Jun. 30, 2019 | 14,313,844 | 14,313,844 | 3,011,634 | 3,011,634 | 1,636,341 | 1,636,341 | |||||||||||
Warrants outstanding, ending balance (in warrants) at Jun. 30, 2019 | 8,977,676 | 8,977,676 | |||||||||||||||
Stockholders' equity, ending balance at Jun. 30, 2019 | 344,226 | 190 | 366,954 | (25,775) | 0 | 2,857 | |||||||||||
Common shares outstanding, beginning balance (in shares) at Mar. 31, 2019 | 14,313,844 | 3,011,634 | 1,636,341 | ||||||||||||||
Warrants outstanding, beginning balance (in warrants) at Mar. 31, 2019 | 8,977,676 | ||||||||||||||||
Stockholders' equity, beginning balance at Mar. 31, 2019 | 333,465 | 190 | 366,711 | (33,883) | 0 | 447 | |||||||||||
Increase (Decrease) in Stockholders' and Members' Equity [Roll Forward] | |||||||||||||||||
Net (loss) income | 10,696 | 10,203 | 493 | ||||||||||||||
Dividends declared | (2,095) | (2,095) | |||||||||||||||
Stock-based compensation | 673 | 673 | |||||||||||||||
Sale of non-controlling interest | 1,500 | (430) | 1,930 | ||||||||||||||
Cash distributions to non-controlling interests | (13) | (13) | |||||||||||||||
Common shares outstanding, ending balance (in shares) at Jun. 30, 2019 | 14,313,844 | 14,313,844 | 3,011,634 | 3,011,634 | 1,636,341 | 1,636,341 | |||||||||||
Warrants outstanding, ending balance (in warrants) at Jun. 30, 2019 | 8,977,676 | 8,977,676 | |||||||||||||||
Stockholders' equity, ending balance at Jun. 30, 2019 | $ 344,226 | $ 190 | $ 366,954 | $ (25,775) | $ 0 | $ 2,857 | |||||||||||
[1] | See Note 2 to the Unaudited Consolidated Financial Statements entitled Correction of Prior Period Financial Statements |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | ||
Cash flows from operating activities: | ||||
Net income (loss) | $ 10,696 | $ 5,906 | $ (24,956) | [1] |
Loss from discontinued operations | 84 | (7,080) | (37,015) | [1] |
Income from continuing operations | 10,612 | 12,986 | 12,059 | [1] |
Adjustments to reconcile income from continuing operations to net cash flows from operating activities | ||||
Depreciation and amortization | 5,897 | 12,405 | 8,792 | [1] |
Amortization of deferred financing costs | 639 | 761 | ||
Net deferred taxes and other | 4,967 | 4,519 | ||
Provision for doubtful accounts | 824 | 1,514 | ||
Stock-based compensation expense | 660 | 1,536 | 436 | [1] |
Trade activity, net | (5,506) | (7,281) | ||
Non-cash interest expense | 0 | (10) | ||
Write-off of deferred financing costs | 7 | 97 | ||
Impairment of long lived and intangible assets | 231 | 231 | 0 | [1] |
Net gain on sale of assets | (21) | (2) | (398) | [1] |
Changes in assets and liabilities, net of acquisitions: | ||||
Accounts receivable | (4,021) | (2,947) | ||
Prepaid expenses and other assets | (1,154) | (1,294) | ||
Accounts payable | (1,860) | 495 | ||
Accrued expenses | (14,025) | (3,090) | ||
Accrued interest | 84 | (1,037) | ||
Other long-term liabilities | (244) | (416) | ||
Net cash provided by operating activities - continuing operations | 6,867 | 12,200 | ||
Net cash used in operating activities - discontinued operations | (3,464) | (11,787) | ||
Net cash provided by operating activities | 3,403 | 413 | ||
Cash flows from investing activities: | ||||
Purchase of property and equipment | (3,896) | (8,928) | (8,756) | |
Payments for acquisitions, net of cash acquired | (6) | (3,724) | ||
Proceeds from sale of assets | 171 | 723 | ||
Net cash used in investing activities - continuing operations | (8,763) | (11,757) | ||
Net cash provided by investing activities - discontinued operations | 11,093 | 23,792 | ||
Net cash provided by investing activities | 2,330 | 12,035 | ||
Cash flows from financing activities: | ||||
Repayment of bank debt | 0 | (9,519) | ||
Dividend payments | (4,141) | (2,061) | ||
Sale of non-controlling interest | 1,500 | 0 | ||
Cash distribution to non-controlling interests | (1,300) | (514) | ||
Deferred financing costs | (421) | (2) | ||
Repayments of capitalized obligations | (3) | (3) | ||
Net cash used in financing activities - continuing operations | (4,365) | (12,099) | ||
Net cash used in financing activities - discontinued operations | 0 | (19) | ||
Net cash used in financing activities | (4,365) | (12,118) | ||
Effect of exchange rate changes | 0 | 92 | ||
Net increase in cash and cash equivalents | 1,368 | 422 | ||
Cash and cash equivalents, beginning of period | 61,396 | 62,041 | ||
Cash and cash equivalents, end of period | 62,764 | 62,764 | 62,463 | |
Cash payments: | ||||
Interest | 16,928 | 17,176 | ||
Income taxes | 570 | 1,449 | ||
Supplemental Disclosure of Non-cash Activities: | ||||
Dividends declared, but not paid during the period | 2,212 | 2,212 | ||
Dividend Declared | ||||
Supplemental Disclosure of Non-cash Activities: | ||||
Dividends declared, but not paid during the period | $ 2,124 | $ 2,124 | $ 2,123 | |
[1] | See Note 2 to the Unaudited Consolidated Financial Statements entitled Correction of Prior Period Financial Statements |
Organization and Basis of Prese
Organization and Basis of Presentation | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Description of the Business Townsquare Media, Inc. (together with its consolidated subsidiaries, except as the context may otherwise require, "we," "us," "our," "Company," or "Townsquare") is a radio, digital media, entertainment and digital marketing solutions company principally focused on being the premier local advertising and marketing solutions platform in small and mid-sized markets across the U.S. Our assets include 321 radio stations and more than 330 local websites in 67 U.S. markets, a digital marketing solutions company (Townsquare Interactive) serving approximately 17,300 small to medium sized businesses, a proprietary digital programmatic advertising platform (Townsquare Ignite), and approximately 200 local live events each year. Our brands include local media assets such as WYRK , KLAQ , K2 and NJ101.5 ; iconic local and regional events such as WYRK's Taste of Country , the Boise Music Festival , the Red Dirt BBQ & Music Festival and Taste of Fort Collins ; and leading tastemaker music and entertainment websites such as XXLmag.com , TasteofCountry.com and Loudwire.com . For more information, please visit www.townsquaremedia.com , www.townsquareinteractive.com , and www.townsquareignite.com . |
Correction of Prior Period Fina
Correction of Prior Period Financial Statements | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
Correction of Prior Period Financial Statements | Correction of Prior Period Financial Statements In connection with the preparation of our consolidated financial statements for the three and six months ended June 30, 2019, we identified an error in the presentation and calculation of our income (loss) per share. We have determined that our Warrants are a participating security, as defined, in accordance with Accounting Standards Codification (“ASC”) Topic 260, Earnings Per Share. Although these Warrants are subject to restrictions on exercise, they participate in the undistributed earnings of the Company. The correction requires that our Basic income (loss) per common share be presented under a two-class method. In accordance with Staff Accounting Bulletin (“SAB”) No. 99 Materiality, and SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, we evaluated the error and determined that the impact was not material to our results of operations or financial position for any prior annual or interim period. The impacts to the income (loss) per share amounts previously reported for three months ended March 31, 2019, March 31, 2018 and June 30, 2018, respectively, and the six months ended June 30, 2018 are included in the tables below: Three Months Ended As Reported Adjustment As Revised Basic income (loss) per share: Continuing operations attributable to common shares $ 0.13 $ (0.06 ) $ 0.07 Discontinued operations attributable to common shares $ (0.39 ) $ — $ (0.39 ) Continuing operations attributable to participating shares $ — $ 0.07 $ 0.07 Discontinued operations attributable to participating shares $ — $ — $ — Diluted income (loss) per share: Continuing operations 0.09 $ (0.02 ) 0.07 Discontinued operations (0.26 ) $ — (0.26 ) Weighted average shares outstanding: Basic attributable to common shares 18,478 — 18,478 Basic attributable to participating shares — 8,978 8,978 Diluted 27,456 — 27,456 Three Months Ended As Reported Adjustment As Revised Basic income (loss) per share: Continuing operations attributable to common shares $ 0.19 $ (0.07 ) $ 0.12 Discontinued operations attributable to common shares $ (1.63 ) $ — $ (1.63 ) Continuing operations attributable to participating shares $ — $ 0.12 $ 0.12 Discontinued operations attributable to participating shares $ — $ — $ — Diluted income (loss) per share: Continuing operations $ 0.13 $ (0.01 ) $ 0.12 Discontinued operations $ (1.09 ) $ — $ (1.09 ) Weighted average shares outstanding: Basic attributable to common shares 18,478 — 18,478 Basic attributable to participating shares — 8,978 8,978 Diluted 27,456 — 27,456 Three Months Ended As Reported Adjustment Disc-ops (1) As Revised Basic income (loss) per share: Continuing operations attributable to common shares $ 0.54 $ (0.15 ) $ (0.09 ) $ 0.30 Discontinued operations attributable to common shares $ (0.45 ) $ — $ 0.08 $ (0.37 ) Continuing operations attributable to participating shares $ — $ 0.30 $ — $ 0.30 Discontinued operations attributable to participating shares $ — $ — $ — $ — Diluted income (loss) per share: Continuing operations $ 0.36 $ — $ (0.06 ) $ 0.30 Discontinued operations $ (0.31 ) $ — $ 0.06 $ (0.25 ) Weighted average shares outstanding: Basic attributable to common shares 18,633 — — 18,633 Basic attributable to participating shares — 8,978 — 8,978 Diluted 27,611 — — 27,611 Six Months Ended As Reported Adjustment Disc-ops (1) As Revised Basic income (loss) per share: Continuing operations attributable to common shares $ 0.69 $ (0.20 ) $ (0.07 ) $ 0.42 Discontinued operations attributable to common shares $ (2.04 ) $ — $ 0.05 $ (1.99 ) Continuing operations attributable to participating shares $ — $ 0.42 $ — $ 0.42 Discontinued operations attributable to participating shares $ — $ — $ — $ — Diluted income (loss) per share: Continuing operations $ 0.47 $ — $ (0.05 ) $ 0.42 Discontinued operations $ (1.37 ) $ — $ 0.03 $ (1.34 ) Weighted average shares outstanding: Basic attributable to common shares 18,563 — — 18,563 Basic attributable to participating shares — 8,978 — 8,978 Diluted 27,541 — — 27,541 (1) Reflects the latest presentation of discontinued operations The impacts to the income (loss) per share amounts previously reported for the years ended December 31, 2018, December 31, 2017 and December 31, 2016 are not reflective of the subsequent 2019 Music Festivals discontinued operations, see Note 17 entitled Discontinued Operations. The revised income (loss) per share amounts for these periods are included in the tables below: Year Ended As Reported Adjustment As Revised Basic income (loss) per share: Continuing operations attributable to common shares $ (0.03 ) $ (0.22 ) $ (0.25 ) Discontinued operations attributable to common shares $ (1.68 ) $ — $ (1.68 ) Continuing operations attributable to participating shares $ — $ 0.30 $ 0.30 Discontinued operations attributable to participating shares $ — $ — $ — Diluted income (loss) per share: Continuing operations $ (0.03 ) $ (0.22 ) $ (0.25 ) Discontinued operations $ (1.68 ) $ — $ (1.68 ) Weighted average shares outstanding: Basic attributable to common shares 18,478 — 18,478 Basic attributable to participating shares — 8,978 8,978 Diluted 27,502 — 27,502 Year Ended As Reported Adjustment As Revised Basic income (loss) per share: Continuing operations attributable to common shares $ 1.34 $ (0.47 ) $ 0.87 Discontinued operations attributable to common shares $ (1.90 ) $ — $ (1.90 ) Continuing operations attributable to participating shares $ — $ 0.87 $ 0.87 Discontinued operations attributable to participating shares $ — $ — $ — Diluted income (loss) per share: Continuing operations $ 0.89 $ (0.03 ) $ 0.86 Discontinued operations $ (1.26 ) $ — $ (1.26 ) Weighted average shares outstanding: Basic attributable to common shares 18,459 — 18,459 Basic attributable to participating shares — 8,978 8,978 Diluted 27,855 — 27,855 Year Ended As Reported Adjustment As Revised Basic income (loss) per share: Continuing operations attributable to common shares $ 1.14 $ (0.39 ) $ 0.75 Discontinued operations attributable to common shares $ 0.13 $ (0.04 ) $ 0.09 Continuing operations attributable to participating shares $ — $ 0.75 $ 0.75 Discontinued operations attributable to participating shares $ — $ 0.09 $ 0.09 Diluted income (loss) per share: Continuing operations $ 0.76 $ (0.01 ) $ 0.75 Discontinued operations $ 0.09 $ — $ 0.09 Weighted average shares outstanding: Basic attributable to common shares 18,255 — 18,255 Basic attributable to participating shares — 8,978 8,978 Diluted 27,313 — 27,313 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Except as stated below, there have been no significant changes in the Company’s accounting policies since December 31, 2018 . For the Company's detailed accounting policies please refer to the consolidated financial statements and related notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2018 (the " 2018 Annual Report on Form 10-K") filed with the Securities and Exchange Commission ("SEC") on March 12, 2019. Recently Issued Accounting Standards In June 2018, the FASB issues ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting , which is intended to simplify the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. The Company adopted this standard effective January 1, 2019, which did not have a material impact on the Company’s consolidated financial statements. The Company also considered the following recent accounting pronouncements which were not yet adopted as of June 30, 2019: In August 2018, the FASB issues ASU No. 2018-13, Fair Value Measurements (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement , which eliminates, adds and modifies certain disclosure requirements for fair value measurements, including the eliminating the requirements to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, and requiring disclosure of the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. The new guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption, either of the entire standard or only the provisions that eliminate or modify requirements, is permitted. The Company has evaluated the disclosure requirements of this standard and does not expect it to have a material impact on the Company’s consolidated financial statements. Change in Accounting Policy Segment Reporting Operating segments are organized internally by type of products and services provided. On January 2, 2019, the Company announced that its former Co-Chief Executive Officer (“CEO”) Dhruv Prasad resigned and that its other Co-CEO Bill Wilson would become the Company’s sole CEO. As a result of these organization changes, Mr. Wilson also became the Company’s Chief Operating Decision Maker (“CODM”). Based on the information reviewed by Mr. Wilson in his capacity as CODM, the Company has identified three reportable operating segments, which are Advertising, which includes broadcast and digital advertising products and solutions, Townsquare Interactive, which is our digital marketing solutions business and Live Events, which is comprised of the Company’s live events, including concerts, expositions and other experiential events. The Company has concluded that each of these operating segments shall be presented separately. Prior year segment reporting has been restated to conform with the current year presentation. Leases In February 2016, the FASB issued ASU 2016-02, Leases. ASU 2016-02 requires the lessee to recognize in the statement of financial position a liability to make lease payments, and a right-of-use ("ROU") asset representing its right to use the underlying asset for the lease term. The liability and asset are initially measured at the present value of the lease payments. The ASU applies to all leases, including those previously classified as operating leases under ASC Topic 840. The standard is effective for fiscal years beginning after December 15, 2018, and allows a number of practical expedients that the Company has elected to apply. The guidance ASU 2018-11, Leases (Topic 842): Targeted Improvements , which amends ASC 842 provides entities with an optional transition method for adopting the new lease standard by allowing entities to apply the new guidance at the adoption date by recognizing a cumulative-effect adjustment to the opening balance of retained earnings and not to restate comparative periods presented. The Company adopted the standard using the optional transition method as of January 1, 2019, using the package of practical expedients as well as several other permitted practical expedients that allow for a more simplified transition. Accordingly, the Company accounted for its existing operating leases as operating leases under the new guidance, without reassessing (a) whether the contracts contain a lease under ASC Topic 842, (b) whether classification of the operating leases would be different in accordance with ASC Topic 842, or (c) whether the unamortized initial direct costs before transition adjustments would have met the definition of initial direct costs in ASC Topic 842 at lease commencement. As a result of the adoption of the new lease accounting guidance, the Company recognized at adoption (a) a lease liability of approximately $45.7 million , which represents the present value of the remaining lease payments, discounted at a weighted average discount rate of 7.04% , and (b) a ROU asset of approximately $42.8 million which represents the lease liability of $45.7 million adjusted for accrued rent of approximately $2.9 million . The Company recorded an adjustment of $0.8 million at the adoption date of January 1, 2019 to stockholders' equity to properly account for the Company's operating lease ROU assets and operating lease liabilities. The most significant impact of this standard was the recognition of ROU assets and lease obligations for operating leases. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition The following tables disaggregate our revenue into the following categories; Advertising, which includes broadcast and digital advertising products and solutions, Townsquare Interactive, our digital marketing solutions business, and Live Events (in thousands): Three Months Ended Six Months Ended Advertising Townsquare Interactive Live Events Total Advertising Townsquare Interactive Live Events Total Net Revenue $ 90,977 $ 15,288 $ 6,317 $ 112,582 $ 164,995 $ 29,495 $ 11,476 $ 205,966 Political 506 — — $ 506 804 — — $ 804 Net Revenue $ 91,483 $ 15,288 $ 6,317 $ 113,088 $ 165,799 $ 29,495 $ 11,476 $ 206,770 Three Months Ended June 30, 2018 Six Months Ended June 30, 2018 Advertising Townsquare Interactive Live Events Total Advertising Townsquare Interactive Live Events Total Net Revenue $ 84,985 $ 11,685 $ 7,328 $ 103,998 $ 155,828 $ 22,480 $ 12,973 $ 191,281 Political 1,321 — — $ 1,321 2,021 — — $ 2,021 Net Revenue $ 86,306 $ 11,685 $ 7,328 $ 105,319 $ 157,849 $ 22,480 $ 12,973 $ 193,302 Revenue from contracts with customers is recognized as an obligation until the terms of a customer contract are satisfied; generally, this occurs with the transfer of control as we satisfy contractual performance obligations over time. Our contractual performance obligations include the broadcast of commercials on our owned and operated radio stations, digital sales of internet based advertising campaigns, digital marketing solutions, and the operation of live events. Revenue is measured at contract inception as the amount of consideration we expect to receive in exchange for transferring goods or providing services. Our contracts are at a fixed price at inception and do not include any variable consideration or financing components by normal course of business practice. Sales, value add, and other taxes that are collected concurrently with revenue producing activities are excluded from revenue. The primary sources of net revenue are the sale of advertising on our radio stations, owned and operated websites, third party websites, radio stations’ online streams, and mobile applications. We offer precision customer targeting solutions to advertisers through Townsquare Ignite, our digital programmatic advertising platform. We also offer on a subscription basis under the brand name Townsquare Interactive, digital marketing solutions to small and mid-sized local and regional businesses in small and mid-sized markets across the United States, including the markets in which we operate radio stations. In addition, we offer a diverse range of live events which we create, promote, and produce. This includes concerts, expositions and other experiential events within and beyond our markets. Our live events also generate substantial net revenue through the sale of sponsorships, food and other concessions, merchandise and other ancillary products and services. Political net revenue includes the sale of advertising on our owned and operated radio stations from contracts with political advertisers. Contracted performance obligations under political contracts consist of the broadcast of advertisements across our locally owned and operated radio stations. Management views political revenue separately based on the episodic nature of the election cycle and local issues calendars. Net revenue for broadcast commercials and digital advertisements are recognized as the commercials are broadcast and digital advertisements are placed and the contractual performance obligations for Townsquare services are satisfied. We measure progress towards the satisfaction of our contractual performance obligations via the output produced in accordance with the contractual arrangement (the broadcast of commercials or the placement of digital advertisements). We recognize the associated contractual revenue as the delivery takes place and the right to invoice for services performed is met. Our advertising contracts are short-term (less than one year) and payment terms are generally net 30-60 days for traditional customer contracts and net 60-90 days for national agency customer contracts. Our billing practice is to invoice customers on a monthly basis for services delivered to date (representing the right to invoice). Our contractual arrangements do not include rights of return and do not include any significant judgments by nature of the products and services. Net revenue from digital subscription-based contractual performance obligations is recognized ratably over time as our performance obligations are satisfied. Subscription-based service fees are typically billed in advance of the month of service at a fixed monthly fee that is contractually agreed upon at contract inception. The measure of progress in such arrangements is the number of days of successful delivery of the contracted service. Live events net revenue is recognized as events are conducted and our contractual performance obligations are satisfied. Our live events include mostly single day events, but some are multi-day in duration. We measure progress towards the satisfaction of contractual performance obligations on a daily basis, measured by the successful delivery of the event and honoring customer admissions and vendor event commitments. Live event ticket purchase prices are due at the point of purchase and are nonrefundable. Live event tickets are often sold in advance of the events; in the case of advanced ticket sales, we defer the recognition of consideration received until we satisfy the future performance obligation. Live event contractual arrangements do not include any variable consideration, financing components, or significant judgments. For all customer contracts, we evaluate whether we are the principal (i.e., report revenue on a gross basis) or the agent (i.e., report revenue on a net basis). Generally, we report revenue for advertising placed on Townsquare properties on a gross basis (the amount billed to our customers is recorded as revenue, and the amount paid to our publishers is recorded as a cost of revenue). We are the principal because we control the advertising inventory before it is transferred to our customers. Our control is evidenced by our sole ability to monetize the advertising inventory, being primarily responsible to our customers, having discretion in establishing pricing, or a combination of these factors. We also generate revenue through agency relationships in which revenue is reported net of agency commissions. Agency commissions are calculated based on a stated percentage applied to gross billing revenue for advertisers that use agencies. No impairment losses have arisen from any contracts with customers during the three and six months ended June 30, 2019 and 2018 . The following table provides information about receivables, contract assets and contract liabilities from contracts with customers (in thousands): June 30, 2019 December 31, 2018 June 30, 2018 At Adoption January 1, 2018 Receivables $ 67,354 $ 62,459 $ 65,103 $ 60,492 Short-term contract liabilities (deferred revenue) $ 7,992 $ 7,922 $ 7,098 $ 7,992 We receive payments from customers based upon contractual billing schedules; accounts receivable is recorded when the right to consideration becomes unconditional. Contract receivables are recognized in the period the Company provides services when the Company’s right to consideration is unconditional. Payment terms vary by the type and location of our customer and the products or services offered. Payment terms for amounts invoiced are typically net 30-60 days. The term between invoicing and when payment is due is not significant. The Company had no material bad debt expense recorded during the three and six months ended June 30, 2019 and 2018 . We record contract liabilities when cash payments are received or due in advance of satisfying our performance obligations. Our contract liabilities include cash payments received or due in advance related to event ticket sales for events scheduled to take place over the course of the current year and digital subscriptions in which payment is received in advance of the service month. These contract liabilities are recognized as revenue as the related performance obligations are satisfied. The decrease in the contract liabilities balance that was included in the deferred revenue balance at adoption January 1, 2018 is primarily driven by $1.5 million and $6.9 million of recognized revenue for the three and six months ended June 30, 2018 , respectively, offset by cash payments received or due in advance of satisfying our performance obligations. The increase in the contract liabilities balance that was included in the deferred revenue balance at December 31, 2018 is primarily driven by $0.8 million and $7.0 million of recognized revenue for the three and six months ended June 30, 2019 , respectively, offset by cash payments received or due in advance of satisfying our performance obligations. No significant changes in the time frame of the satisfaction of contract liabilities have occurred during the three and six months ended June 30, 2019 . In connection with the adoption of Topic 606, we are required to capitalize certain contract acquisition costs consisting primarily of commissions paid when contracts are signed (previously such costs were expensed as incurred). Our capitalized contract acquisition costs include amounts related to sales commissions paid related to signed contracts with perceived durations exceeding one year. For these contracts, we defer the related sales commission costs and amortize such costs to expense consistent with how the related revenue is recognized over the duration of the contracts. We have evaluated the average customer contract duration (initial term and any renewals) to determine the appropriate amortization period for these contractual arrangements. For contracts with a duration of less than one year, we follow a Topic 606 practical expedient and expense these costs when incurred. As of January 1, 2018, we had a balance of $2.3 million in deferred costs and have recognized $0.5 million and $1.1 million of amortization for the three and six months ended June 30, 2018 . As of December 31, 2018, we had a balance of $3.0 million in deferred costs and have recognized $0.5 million and $1.0 million for the three and six months ended June 30, 2019 . No impairment losses have been recognized or changes made to the time frame for performance of the obligations related to deferred contract assets during the three and six months ended June 30, 2019 and 2018 . Arrangements with Multiple Performance Obligations In contracts with multiple performance obligations, we identify each performance obligation and evaluate whether the performance obligations are distinct within the context of the contract at contract inception. When multiple performance obligations are identified, we identify how control transfers to the customer for each distinct contract obligation and determine the period when the obligations are satisfied. If obligations are satisfied in the same period, no allocation of revenue is deemed to be necessary. In the event performance obligations within a bundled contract do not run concurrently, we allocate revenue to each performance obligation based on its relative standalone selling price. We generally determine standalone selling prices based on the prices charged to customers or by using expected cost-plus margins. Performance obligations that are not distinct at contract inception are combined. Practical Expedients and Exemptions We generally expense sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within direct operating expenses. |
Acquisitions & Divestitures
Acquisitions & Divestitures | 6 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
Acquisitions & Divestitures | Acquisitions & Divestitures On June 4, 2019, the Company entered into an Asset Purchase Agreement to sell a radio broadcast station in Tuscaloosa, AL for $0.1 million . In connection with the transaction, we recorded an impairment charge against the long lived asset disposal group of $0.2 million , which is included in impairment of long lived and intangible assets in the Company's Consolidated Statement of Operations for the three and six months ended June 30, 2019 . On May 22, 2019, the Company entered into an Asset Purchase Agreement to acquire certain assets and liabilities related to a radio broadcast station in Tuscaloosa, AL for $0.7 million . The acquisition closed on July 31, 2019 and consideration was paid with cash on hand. During the first quarter of 2019, management concluded that the Company should exit four multi-day music festival business (the "Music Festivals") and commenced an active search for a buyer of the Music Festivals. On May 24, 2019, the Company closed on the sale of its Music Festivals to a subsidiary of Live Nation for $10.0 million . As part of the transaction, it was mutually agreed upon that the Company would operate the 2019 Music Festivals under a production services agreement for a pre-determined share of "Net Profits" as defined in the agreement. The Company has recorded a net gain on the disposal of the Music Festivals of $0.4 million , which is in net income (loss) from discontinued operations, net of income taxes in the Company's Consolidated Statement of Operations for the three and six months ended June 30, 2019 . On March 18, 2019, the Company closed on the sale of its Arizona Bridal Shows for $2.0 million . The Company realized a gain in connection with the sale of $1.4 million , which is included in net income (loss) from discontinued operations, net of income taxes in the Company's Consolidated Statement of Operations for the six months ended June 30, 2019 . On July 2, 2018, the Company acquired certain assets and liabilities related to three radio stations in Princeton, NJ ("the Princeton Acquisition") from Connoisseur Media, LLC for $17.4 million , including a working capital adjustment of $0.1 million . The acquired assets included WPST-FM, WNJE-AM and WCHR-AM. The consideration was paid with cash on hand. The Company estimated the fair value of intangibles acquired (FCC licenses) to be $6.4 million using the greenfield method and the purchase price was further allocated to the assets and liabilities acquired at their fair value at the date of acquisition, with the excess of purchase price over the net assets of $9.9 million recorded as goodwill. The Princeton Acquisition purchase price allocation is shown in the following table (in thousands): Prepaid and other current assets $ 256 FCC licenses 6,409 Property and equipment, net 976 Goodwill 9,915 Accounts payable and accrued expenses (201 ) Total purchase price $ 17,355 On May 24, 2018, the Company, through a subsidiary of Townsquare Live Events, LLC, sold all of the issued and outstanding membership interests of Heartland Group, LLC and its wholly owned subsidiary North American Midway Entertainment ("NAME") to North American Fairs, LLC for $23.5 million . |
Interim Financial Data
Interim Financial Data | 6 Months Ended |
Jun. 30, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Interim Financial Data | Interim Financial Data The accompanying unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes thereto included in the Company's 2018 Annual Report on Form 10-K. The accompanying unaudited interim consolidated financial statements include the consolidated accounts of the Company and its wholly-owned subsidiaries, with all significant intercompany balances and transactions eliminated in consolidation. These financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting only of normal, recurring adjustments) necessary for a fair presentation of results of operations for and financial condition as of the end of the interim periods have been included. The results of operations and cash flows for the three and six months ended June 30, 2019 and the Company’s financial condition as of such date are not necessarily indicative of the results of operations or cash flows that can be expected for, or the Company’s financial condition as of, any other interim period or for the fiscal year ending December 31, 2019 . The Consolidated Balance Sheet as of December 31, 2018 is derived from the audited financial statements at that date. Our net revenue varies throughout the year. We expect that our first calendar quarter will produce the lowest net revenue for the year, as advertising expenditures generally decline following the winter holidays. During even-numbered years, net revenue generally includes increased advertising expenditures by political candidates, political parties and special interest groups. Political spending is typically highest during the fourth quarter. Our operating results in any period may be affected by the incurrence of advertising and promotion expenses that typically do not have an effect on net revenue generation until future periods, if at all. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosures of contingent assets and liabilities. On an ongoing basis, the Company evaluates its significant estimates, including those related to bad debts, intangible assets, income taxes, contingencies and purchase price allocations. The Company bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the result of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual amounts and results may differ materially from these estimates under different assumptions or conditions. |
Investments
Investments | 6 Months Ended |
Jun. 30, 2019 | |
Investments, All Other Investments [Abstract] | |
Investments | Investments Long-term investments consist of minority holdings in companies that management believes are synergistic with Townsquare. As management does not exercise significant control over operating and financial policies of the investees, the investments are reflected under the cost method of accounting. The initial equity valuations were based upon a combination of valuation analysis using observable inputs categorized as Level 2 and performing discounted cash flows analysis, using unobservable inputs categorized as Level 3 within the ASC 820 framework. Effective January 1, 2018, the Company adopted ASU 2016-01 which requires cost method investments to be measured at fair value, with any changes in value recognized in net income. The ASU also allows the use of a qualitative assessment when analyzing impairment of equity investments without readily determinable fair values. The Company elected to measure the equity investments at cost minus impairment as fair value is not readily determinable and they do not qualify for the practical expedient to estimate fair value. During the six months ended June 30, 2019 approximately $0.3 million of a convertible note receivable previously outstanding at December 31, 2018 converted into an investment. Additionally, during the six months ended June 30, 2019 , the Company made an investment in a small business totaling $2.0 million . The investments represent minority ownership positions that are accounted for under the cost method of accounting. These transactions were recorded as investments in the Company's Consolidated Balance Sheet as of June 30, 2019 . |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consisted of the following (in thousands): June 30, December 31, Land and improvements $ 21,261 $ 21,062 Buildings and leasehold improvements 46,727 43,525 Broadcast equipment 84,032 81,690 Computer and office equipment 16,723 14,801 Furniture and fixtures 16,997 15,789 Transportation equipment 17,840 16,899 Software development costs 23,773 21,332 Total property and equipment, gross 227,353 215,098 Less accumulated depreciation and amortization (114,430 ) (102,721 ) Total property and equipment, net $ 112,923 $ 112,377 Depreciation and amortization expense for property and equipment was $5.7 million and $4.1 million for the three months ended June 30, 2019 and 2018 , respectively and $ 11.9 million and $8.2 million for the six months ended June 30, 2019 and 2018 , respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Indefinite-lived assets consist of FCC broadcast licenses and goodwill. FCC licenses represent a substantial portion of the Company’s total assets. The FCC licenses are renewable in the ordinary course of business, generally for a maximum of eight years . The fair value of FCC licenses is primarily dependent on the future cash flows of the radio markets and other assumptions, including, but not limited to, forecasted revenue growth rates, profit margins and a risk-adjusted discount rate. The Company has selected December 31 st as the annual testing date. In January 2019, management concluded that the Company should exit its music festival business and commenced an active search for a buyer. As a result of these actions, the music festival business met the criteria for assets held for sale which requires the Company to measure its long-lived assets at the lower of carrying value or fair value less costs to sell. During the first quarter of 2019, management received indications of fair value. This assessment resulted in a $10.0 million impairment charge against the assets of the disposal group which have been recorded in discontinued operations for the six months ended June 30, 2019 . With the exception of reclassifications as a result of discontinued operations, there were no changes in the carrying value of goodwill for the three months ended June 30, 2019 and for the three and six months ended June 30, 2018 . Intangible assets consist of the following (in thousands): Estimated Useful Life June 30, December 31, Intangible Assets: FCC licenses Indefinite $ 473,285 $ 473,412 Customer and advertising relationships 10 years 6,540 6,540 Leasehold interests 5 to 39 years 1,085 1,085 Tower space 3 to 9 years 454 454 Sports broadcast rights 1 to 2 years 665 665 Non-compete agreements 1 to 2 years 243 243 Trademarks 15 years 2,761 3,196 Other intangibles 3 years 161 161 Total 485,194 485,756 Less: Accumulated amortization (7,170 ) (6,818) Net amount $ 478,024 $ 478,938 Amortization expense for definite-lived intangible assets was $0.2 million and $0.3 million for the three months ended June 30, 2019 and 2018 , respectively and $0.5 million and $0.6 million for the six months ended June 30, 2019 and 2018 , respectively. FCC licenses include an impairment charge of $0.1 million for the three and six months ended June 30, 2019 . Estimated future amortization expense for each of the five succeeding fiscal years and thereafter as of June 30, 2019 is as follows (in thousands): 2019 (remainder) $ 448 2020 849 2021 840 2022 836 2023 626 Thereafter 1,140 $ 4,739 |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Total debt outstanding is summarized as follows (in thousands): June 30, December 31, 2023 Notes $ 278,148 $ 278,148 Term Loans 282,332 282,332 Capitalized obligations 7 10 Debt before deferred financing costs 560,487 560,490 Deferred financing costs (4,930 ) (5,155 ) Total debt 555,557 555,335 Less: current portion of long-term debt (5 ) (5 ) Total long-term debt $ 555,552 $ 555,330 On April 1, 2015, the Company issued $300.0 million of 6.5% Unsecured Senior Notes due in 2023 (the "2023 Notes") and a Senior Secured Credit Facility, which includes a seven years , $275.0 million term loan facility (the "Term Loans") and a five years , $50.0 million revolving credit facility (the "Revolver"). Borrowings are guaranteed by each of the Company’s direct and indirect subsidiaries, and subject to certain exceptions, are secured by substantially all of the tangible and intangible assets of the Company and its subsidiaries. On September 1, 2015, the Company issued incremental term loans of $45.0 million under the Senior Secured Credit Facility. During the year ended December 31, 2018, the Company voluntarily repurchased $1.9 million of its 2023 Notes at a market price below par, including accrued interest and recognized a gain of $0.1 million . The repurchased notes were canceled by the Company. The Company recognized a loss of $0.04 million on the write-off of unamortized deferred financing costs in connection with the voluntary repurchases of its 2023 Notes. As of June 30, 2019 , the interest rate on the Term Loans was 5.50% , based on the current LIBOR rate and an applicable margin of 300 basis points. The Revolver has an interest rate based either on LIBOR and an applicable margin of 250 basis points, or an alternative base rate and an applicable margin of 150 basis points. As of June 30, 2019 , the Company had no outstanding borrowings under the Revolver. The 2023 Notes mature on April 1, 2023, with interest payable on April 1 and October 1 of each year. Prior to maturity, the Company may redeem all or part of the 2023 Notes at specified redemption premiums as set forth in the indenture, together with any accrued and unpaid interest thereon. Additionally, if the Company experiences certain change of control events, holders of the 2023 Notes may require the Company to repurchase all or part of their notes at 101% of the principal amount thereof. The 2023 Notes rank equally with all of the Company's existing and future senior debt, are senior to all of the Company's existing and future subordinated debt and are guaranteed on a senior basis by certain of the Company’s direct and indirect wholly-owned subsidiaries. The 2023 Notes indenture contains restrictive covenants that limit the ability of the Company and its subsidiaries to, among other things, incur additional debt or issue preferred stock; create liens; create restrictions on the Company’s subsidiaries’ ability to make payments to the Company; pay dividends and make other distributions in respect of the Company’s and its subsidiaries’ capital stock; make certain investments or certain other restricted payments; guarantee indebtedness; designate unrestricted subsidiaries; sell certain kinds of assets; enter into certain types of transactions with affiliates; and effect mergers and consolidations. On April 30, 2019, the Company entered into an amendment under its existing credit agreement to, among other things, extend the maturity date of the existing revolving credit facility by two years to April 1, 2022, coterminous with the Term Loan maturity date (with a springing maturity six months inside of the maturity date of the Term Loan) and to amend certain asset sale provisions. The Term Loans mature on April 1, 2022. Borrowings under the Senior Secured Credit Facility are subject to mandatory prepayments equal to the net proceeds to the Company of any additional debt issuances or asset sales, as well as half of the annual excess cash flow as defined in the credit agreement (subject to certain reductions). At December 31, 2018, we were not required to make an excess free cash flow payment on the outstanding Term Loans. Borrowings are guaranteed by each of the Company’s direct and indirect subsidiaries, and subject to certain exceptions, are secured by substantially all of the tangible and intangible assets of the Company and its subsidiaries. In connection with the amendment, the Company incurred financing costs of $0.4 million which are being amortized over the term of the credit facility. The Senior Secured Credit Facility contains covenants that, among other things, limit or restrict the ability of the Company and its subsidiaries to incur additional indebtedness or liens; engage in mergers or other fundamental changes; sell certain property or assets; pay dividends or other distributions; make acquisitions, investments, loans and advances; prepay certain indebtedness including the 2023 Notes; change the nature of its business; engage in certain transactions with affiliates and incur restrictions on interactions between the Company and its subsidiaries, or limit actions in relation to the Senior Secured Credit Facility. The Company is in compliance with its covenants under the 2023 Notes and Senior Secured Credit Facility as of June 30, 2019 . As of June 30, 2019 , based on available market information, the estimated fair value of the 2023 Notes and the Term Loans were $274.8 million and $279.9 million , respectively. Annual maturities of the Company's long-term debt as of June 30, 2019 are as follows (in thousands): 2019 (remainder) $ 2 2020 5 2021 — 2022 282,332 2023 278,148 Thereafter — $ 560,487 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity The table below presents a summary, as of June 30, 2019 , of our authorized and outstanding common stock, and securities convertible into common stock, excluding options issued under our 2014 Omnibus Incentive Plan. Security 1 Par Value Per Share Number Authorized Number Outstanding Description Class A common stock $ 0.01 300,000,000 14,313,844 One vote per share. Class B common stock $ 0.01 50,000,000 3,011,634 10 votes per share. 2 Class C common stock $ 0.01 50,000,000 1,636,341 No votes. 2 Warrants 8,977,676 Each warrant is exercisable for one share of Class A common stock, at an exercise price of $0.0001 per share. The aggregate exercise price for all warrants currently outstanding is $898. 3 Total 400,000,000 27,939,495 1 Each of the shares of common stock, including the shares of Class A common stock issuable upon exercise of the warrants, have equal economic rights. 2 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. 3 The warrants are fully vested and exercisable for shares of Class A common stock, subject to certain conditions, including compliance with FCC rules. The foregoing share totals include 383,355 shares of restricted Class A common stock, subject to vesting terms, but exclude 4,916,593 of Class A common stock and 4,550,991 of Class B common stock issuable upon exercise of stock options which have an exercise price between $5.20 and $9.63 per share. Additionally, the Company is authorized to issue 50,000,000 shares of undesignated preferred stock. Holders of shares of Class A common stock, Class B common stock and Class C common stock vote together as a single class on all matters presented to the Company's stockholders for their vote or approval, except as otherwise required by applicable law. Each holder of the Company's Class A common stock is entitled to one vote per share on each matter submitted to a vote of stockholders. The Company's Class A common stock is neither convertible nor redeemable. Each holder of the Company's Class B common stock is entitled to ten votes per share on each matter submitted to a vote of stockholders. The Company's Class B common stock is not redeemable, but is convertible 1:1 (including automatically upon certain transfers) into Class A common stock. Holders of shares of Class C common stock are not entitled to any voting rights with respect to such shares. The Company’s Class C common stock is not redeemable, but is convertible 1:1 (including automatically upon certain transfers) into Class A common stock. Stock-based Compensation The Company’s 2014 Omnibus Incentive Plan (the “2014 Incentive Plan”) provides grants of stock options, stock appreciation rights, restricted stock, other stock-based awards and other cash-based awards. Directors, officers and other employees of the Company and its subsidiaries, as well as others performing consulting or advisory services for the Company, are eligible for grants under the 2014 Incentive Plan. The purpose of the 2014 Incentive Plan is to provide incentives that will attract, retain and motivate high performing officers, directors, employees and consultants by providing them with appropriate incentives and rewards either through a proprietary interest in our long-term success or compensation based on their performance in fulfilling their personal responsibilities. The aggregate number of shares of common stock which may be issued or used for reference purposes under the 2014 Incentive Plan or with respect to which awards may be granted may not exceed 12,000,000 shares. As of June 30, 2019 , 2,005,985 shares were available for grant. During the six months ended June 30, 2019 , the Company issued 16,778 shares of restricted Class A common stock, none of which were vested as of June 30, 2019 . The fair value of the restricted grants was $5.96 share. The following table summarizes stock option activity for the six months ended June 30, 2019 : Shares Weighted Average Weighted Average Aggregate Intrinsic Value Outstanding at January 1, 2019 9,688,424 $ 8.23 6.15 $ — Granted 6,500 Exercised — Forfeited (227,340 ) Outstanding at June 30, 2019 9,467,584 $ 8.23 5.85 $ — As of June 30, 2019 , there were 383,355 shares of restricted Class A common stock outstanding with a weighted average grant date fair value per share of $6.62 . The fa ir value of the restricted stock is equal to the closing share price on the date prior to the grant. The vesting term of the shares of restricted stock vary from 1 to 5 years. Stock-based compensation expense was $0.7 million and $0.2 million for the three months ended June 30, 2019 and 2018 , respectively and $1.5 million and $0.4 million for the six months ended June 30, 2019 and 2018 , respectively. As of June 30, 2019 , total unrecognized stock-based compensation expense related to our stock options and restricted stock was $3.3 million and $2.1 million , respectively, and is expected to be recognized over a weighted average period of 2.6 and 2.9 years, respectively. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Net Income (Loss) Per Share The following table sets forth the computations of basic and diluted net income (loss) per share for the three and six months ended June 30, 2019 and 2018 (in thousands, except per share data). Three Months Ended Six Months Ended June 30, 2019 2018 2019 2018 Numerator: Net income (loss) $ 10,696 $ 1,634 $ 5,906 $ (24,956 ) Net income from non-controlling interest 493 299 940 517 Net income attributable to controlling interest 10,203 1,335 4,966 (25,473 ) Net income from continuing operations 10,612 8,593 12,986 12,059 Net income from continuing operations attributable to non-controlling interest 493 299 940 517 Net income from continuing operations attributable to controlling interest $ 10,119 $ 8,294 $ 12,046 $ 11,542 Net income (loss) from discontinued operations, net of income taxes $ 84 $ (6,959 ) $ (7,080 ) $ (37,015 ) Denominator: Weighted average shares of common stock outstanding 18,512 18,633 18,495 18,563 Weighted average shares of participating securities outstanding 8,978 8,978 8,978 8,978 Total weighted average basic shares outstanding 27,490 27,611 27,473 27,541 Effect of dilutive common stock equivalents — — — — Weighted average diluted common shares outstanding 27,490 27,611 27,473 27,541 Basic income (loss) per share: Continuing operations attributable to common shares $ 0.37 $ 0.30 $ 0.44 $ 0.42 Discontinued operations attributable to common shares $ — $ (0.37 ) $ (0.38 ) $ (1.99 ) Continuing operations attributable to participating shares $ 0.37 $ 0.30 $ 0.44 $ 0.42 Discontinued operations attributable to participating shares $ — $ — $ — $ — Diluted income (loss) per share: Continuing operations $ 0.37 $ 0.30 $ 0.44 $ 0.42 Discontinued operations $ — $ (0.25 ) $ (0.26 ) $ (1.34 ) |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company's effective tax rate for the six months ended June 30, 2019 and 2018 was approximately 27.7% and 27.3% , respectively. The effective tax rate may vary significantly from period to period, and can be influenced by many factors. These factors include, but are not limited to, changes to the statutory rates in the jurisdictions where the Company has operations and changes in the valuation of deferred tax assets and liabilities. The difference between the effective tax rate and the federal statutory rate of 21% for the six months ended June 30, 2019 primarily relates to certain non-deductible items under the Tax Cuts and Jobs Act (the "Tax Act") provisions and state and local income taxes. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following (in thousands): June 30, December 31, Accrued compensation and benefits $ 5,736 $ 14,863 Accrued professional fees 1,109 1,449 Accrued commissions 2,361 1,980 Accrued taxes 1,883 2,686 Accrued music and FCC licensing 1,138 2,315 Accrued publisher fees 2,763 2,213 Accrued national representation fees 1,138 1,276 Due to sellers, business combinations 3 26 Deferred rent — 2,139 Dividends payable 2,212 2,162 Accrued other 1,531 1,640 $ 19,874 $ 32,749 |
Lease and Other Commitments
Lease and Other Commitments | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Lease and Other Commitments | Leases and Other Commitments The Company leases certain facilities and equipment used in its operations. Certain of the Company’s operating leases contain renewal options through 2062, escalating rent provisions and/or cost of living adjustments. In September 2015, the Company closed on the sale of 43 towers located on 41 sites in 28 markets to a subsidiary of Vertical Bridge, LLC ("Vertical Bridge") (the "Tower Sale"). The divested towers house antenna that broadcast certain of the Company’s radio stations. As part of this transaction, the Company leased a portion of the space on the sold towers that house certain of the Company's antenna. The lease is for a period of 35 years, including an initial term of twenty years and three optional 5 -year renewal periods. The Company will pay $41 of rent per annum ( $1 per site per annum) to Vertical Bridge for the right to house its existing antenna on the divested towers. In addition, the Company determined that the lease is an operating lease and is amortizing the long-term prepaid rent asset and deferred gain on the sale of towers as offsetting amounts over the lease term. The ending balances of the long-term prepaid rent asset and deferred gain as of December 31, 2018 of $6.6 million were included in the opening balance of the operating lease ROU assets and operating lease liabilities at January 1, 2019. The Company will continue to amortize these balances over the remaining lease term. The below table summarizes the impact on the Company's Consolidated Balance Sheet at the adoption date of January 1, 2019 and as of June 30, 2019 , respectively (dollars in thousands): At Adoption January 1, 2019 (1) June 30, 2019 Operating lease right-of-use-assets $ 42,801 $ 41,785 Total operating lease right-of-use-assets $ 42,801 $ 41,785 Deferred rent (2,111 ) — Operating lease liabilities 45,728 44,786 Retained deficit (816 ) — Total liabilities and stockholders' equity $ 42,801 $ 44,786 Weighted Average Remaining Lease Term Operating leases 6.36 years 6.46 years Weighted Average Discount Rate Operating leases 7.04 % 7.08 % (1) Excludes $2.6 million operating lease right-of-use-assets and operating lease liabilities related to discontinued operations Maturities of lease liabilities for operating leases are as follows as of June 30, 2019 (in thousands): 2019 (remainder) $ 5,379 2020 9,154 2021 7,383 2022 6,504 2023 5,308 Thereafter 14,837 Total lease payments 48,565 Less: imputed interest (10,290 ) Add: deferred gain sale leaseback transaction 6,511 Total $ 44,786 The components of lease expense recorded to operating and corporate expense are as follows (dollars in thousands): Three Months Ended Six Months Ended Operating lease cost $ 2,988 $ 5,938 Short-term lease cost 15 30 Variable lease cost 2 8 Total lease cost $ 3,005 $ 5,976 Supplemental cash flow information related to leases are as follows (dollars in thousands): Three Months Ended Six Months Ended Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 3,208 $ 6,082 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 996 $ 3,622 As of June 30, 2019 , we have additional operating leases, primarily for office space that have not yet commenced totaling $2.1 million . These operating leases will commence in 2019 with lease terms of 20 years. Other Commitments : The radio broadcast industry’s principal ratings service is Nielsen Holdings N.V. ("Nielsen"), which publishes surveys for domestic radio markets. The Company’s remaining aggregate obligation under the agreements with Nielsen as of June 30, 2019 is approximately $13.6 million and is expected to be paid in accordance with the agreements through September 2021. In addition, the Company has aggregate commitments of $0.8 million for other broadcasting services through December 2019 and aggregate commitments of $9.5 million |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting Operating segments are organized internally by type of products and services provided. On January 2, 2019, the Company announced that its former Co-Chief Executive Officer (“CEO”) Dhruv Prasad resigned and that its other Co-CEO Bill Wilson would become the Company’s sole CEO. As a result of these organization changes, Mr. Wilson also became the Company’s Chief Operating Decision Maker (“CODM”). Based on the information reviewed by Mr. Wilson in his capacity as CODM, the Company has identified three reportable operating segments, which are Advertising, which includes broadcast and digital advertising products and solutions, Townsquare Interactive, which is our digital marketing solutions business and Live Events, which is comprised of the Company’s live events, including concerts, expositions and other experiential events. The Company has concluded that each of these operating segments shall be presented separately. Prior year segment reporting has been restated to conform with the current year presentation. The following table presents the Company's reportable segment results for the three months ended June 30, 2019 (in thousands): Advertising Townsquare Interactive Live Events Corporate and Other Reconciling Items Total Net revenue $ 91,483 $ 15,288 $ 6,317 $ — $ 113,088 Direct operating expenses 60,621 10,274 4,695 — 75,590 Depreciation and amortization 3,159 125 133 2,480 5,897 Corporate expenses — — — 7,370 7,370 Stock-based compensation 41 23 2 594 660 Transaction costs — — — 128 128 Impairment of long lived and intangible assets 231 — — — 231 Net gain on sale and retirement of assets — — — (21 ) (21 ) Operating income (loss) $ 27,431 $ 4,866 $ 1,487 $ (10,551 ) $ 23,233 Capital expenditures $ 1,906 $ 126 $ — $ 1,864 $ 3,896 The following table presents the Company's reportable segment results for the three months ended June 30, 2018 (in thousands): Advertising Townsquare Interactive Live Events Corporate and Other Reconciling Items Total Net revenue $ 86,306 $ 11,685 $ 7,328 $ — $ 105,319 Direct operating expenses 58,582 8,269 5,871 — 72,722 Depreciation and amortization 2,704 109 135 1,461 4,409 Corporate expenses — — — 7,290 7,290 Stock-based compensation 39 8 7 192 246 Transaction costs — — — 678 678 Net gain on sale and retirement of assets — — — (388 ) (388 ) Operating income (loss) $ 24,981 $ 3,299 $ 1,315 $ (9,233 ) $ 20,362 Capital expenditures $ 2,576 $ 77 $ 3 $ 1,680 $ 4,336 The following table presents the Company's reportable segment results for the six months ended June 30, 2019 (in thousands): Advertising Townsquare Interactive Live Events Corporate and Other Reconciling Items Total Net revenue $ 165,799 $ 29,495 $ 11,476 $ — $ 206,770 Direct operating expenses 115,508 20,101 8,610 — 144,219 Depreciation and amortization 6,257 246 278 5,624 12,405 Corporate expenses — — — 12,957 12,957 Stock-based compensation 133 59 25 1,319 1,536 Transaction costs — — — 276 276 Business realignment costs — — — 4 4 Impairment of long lived and intangible assets 231 — — — 231 Net gain on sale and retirement of assets — — — (2 ) (2 ) Operating income (loss) $ 43,670 $ 9,089 $ 2,563 $ (20,178 ) $ 35,144 Capital expenditures $ 5,284 $ 199 $ 1 $ 3,444 $ 8,928 The following table presents the Company's reportable segment results for the six months ended June 30, 2018 (in thousands): Advertising Townsquare Interactive Live Events Corporate and Other Reconciling Items Total Net revenue $ 157,849 $ 22,480 $ 12,973 $ — $ 193,302 Direct operating expenses 111,234 15,813 10,031 — 137,078 Depreciation and amortization 5,374 224 271 2,923 8,792 Corporate expenses — — — 12,939 12,939 Stock-based compensation 67 15 9 345 436 Transaction costs — — — 837 837 Business realignment costs — — — — — Net gain on sale and retirement of assets — — — (398 ) (398 ) Operating income (loss) $ 41,174 $ 6,428 $ 2,662 $ (16,646 ) $ 33,618 Capital expenditures $ 5,439 $ 85 $ 5 $ 3,227 $ 8,756 |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations During the first quarter of 2019, management concluded that the Company should exit the Music Festivals and commenced an active search for a buyer of the Music Festivals. On May 24, 2019, the Company closed on the sale of its Music Festivals to a subsidiary of Live Nation for $10.0 million . As part of the transaction, it was mutually agreed upon that the Company would operate the 2019 Music Festivals under a production services agreements for a pre-determined share of "Net Profits" as defined in the agreement. The Company has recorded a net gain on the disposal of the Music Festivals of $0.4 million , which is in net income (loss) from discontinued operations, net of income taxes in the Company's Consolidated Statement of Operations for the three and six months ended June 30, 2019 . On May 24, 2018, the Company, through a subsidiary of Townsquare Live Events, LLC, sold all of the issued and outstanding membership interests of Heartland Group, LLC and its wholly owned subsidiary NAME to North American Fairs, LLC for $23.5 million . We recognized a loss on the sale of NAME of approximately $1.8 million within net loss from discontinued operations during the year ended December 31, 2018. In addition, on June 29, 2018, the Company entered into an Agreement of Purchase and Sale to transfer its 70% controlling interest in Mountain Jam, LLC ("Mountain Jam") to Chet-5 Festivals ("Chet-5"), LLC and to acquire the 30% minority interest in Taste of Country Productions LLC from Chet-5. The purchase and sale were completed on the same day and included a payment of $1.3 million from the Company to Chet-5. The Company recognized a gain on the sale of Mountain Jam of approximately $1.2 million during the year ended December 31, 2018. The following table shows the components of assets and liabilities that are related to discontinued operations in the Company's Consolidated Balance Sheets (in thousands): June 30, December 31, Accounts receivable $ — $ 9 Prepaid expenses and other current assets 22 435 Property and equipment, net — 1,874 Intangible assets, net — 3,843 Goodwill — 13,602 Current assets of discontinued operations 22 19,763 Accounts payable — 89 Deferred revenue — 6,688 Accrued expenses and other current liabilities 3,968 361 Current liabilities of discontinued operations 3,968 7,138 Net (liabilities) assets $ (3,946 ) $ 12,625 The following table shows the components of operations that are related to discontinued operations in the Company's Consolidated Statement of Operations (in thousands): Three Months Ended Six Months Ended 2019 2018 2019 2018 Net revenue $ 13,512 $ 23,924 $ 13,520 $ 30,167 Discontinued operating costs and expenses: Direct operating expenses 13,883 27,568 14,786 40,278 Depreciation and amortization — 655 208 2,613 Stock-based compensation 13 4 13 10 Transaction costs 10 — 10 — Impairment of long lived and intangible assets — — 10,016 37,973 Net (gain) loss on sale and retirement of assets (508 ) 734 (1,946 ) 422 Discontinued operating income (loss) 114 (5,037 ) (9,567 ) (51,129 ) Other expenses: Interest expense, net — — — 1 Other income, net — (12 ) — (24 ) Income (loss) from discontinued operations before income taxes 114 (5,049 ) (9,567 ) (51,152 ) Provision (benefit) for income taxes 30 1,910 (2,487 ) (14,137 ) Net income (loss) from discontinued operations, net of income taxes $ 84 $ (6,959 ) $ (7,080 ) $ (37,015 ) |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Dividend On August 5, 2019 the Board of Directors approved a dividend of $0.075 per share. The dividend will be paid to holders of record as of September 26, 2019. The estimated $2.1 million dividend will be paid on November 15, 2019. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In June 2018, the FASB issues ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting , which is intended to simplify the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. The Company adopted this standard effective January 1, 2019, which did not have a material impact on the Company’s consolidated financial statements. The Company also considered the following recent accounting pronouncements which were not yet adopted as of June 30, 2019: In August 2018, the FASB issues ASU No. 2018-13, Fair Value Measurements (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement , which eliminates, adds and modifies certain disclosure requirements for fair value measurements, including the eliminating the requirements to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, and requiring disclosure of the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. The new guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption, either of the entire standard or only the provisions that eliminate or modify requirements, is permitted. The Company has evaluated the disclosure requirements of this standard and does not expect it to have a material impact on the Company’s consolidated financial statements. |
Segment Reporting | Segment Reporting Operating segments are organized internally by type of products and services provided. On January 2, 2019, the Company announced that its former Co-Chief Executive Officer (“CEO”) Dhruv Prasad resigned and that its other Co-CEO Bill Wilson would become the Company’s sole CEO. As a result of these organization changes, Mr. Wilson also became the Company’s Chief Operating Decision Maker (“CODM”). Based on the information reviewed by Mr. Wilson in his capacity as CODM, the Company has identified three reportable operating segments, which are Advertising, which includes broadcast and digital advertising products and solutions, Townsquare Interactive, which is our digital marketing solutions business and Live Events, which is comprised of the Company’s live events, including concerts, expositions and other experiential events. The Company has concluded that each of these operating segments shall be presented separately. Prior year segment reporting has been restated to conform with the current year presentation. |
Leases | Leases In February 2016, the FASB issued ASU 2016-02, Leases. ASU 2016-02 requires the lessee to recognize in the statement of financial position a liability to make lease payments, and a right-of-use ("ROU") asset representing its right to use the underlying asset for the lease term. The liability and asset are initially measured at the present value of the lease payments. The ASU applies to all leases, including those previously classified as operating leases under ASC Topic 840. The standard is effective for fiscal years beginning after December 15, 2018, and allows a number of practical expedients that the Company has elected to apply. The guidance ASU 2018-11, Leases (Topic 842): Targeted Improvements , which amends ASC 842 provides entities with an optional transition method for adopting the new lease standard by allowing entities to apply the new guidance at the adoption date by recognizing a cumulative-effect adjustment to the opening balance of retained earnings and not to restate comparative periods presented. The Company adopted the standard using the optional transition method as of January 1, 2019, using the package of practical expedients as well as several other permitted practical expedients that allow for a more simplified transition. Accordingly, the Company accounted for its existing operating leases as operating leases under the new guidance, without reassessing (a) whether the contracts contain a lease under ASC Topic 842, (b) whether classification of the operating leases would be different in accordance with ASC Topic 842, or (c) whether the unamortized initial direct costs before transition adjustments would have met the definition of initial direct costs in ASC Topic 842 at lease commencement. As a result of the adoption of the new lease accounting guidance, the Company recognized at adoption (a) a lease liability of approximately $45.7 million , which represents the present value of the remaining lease payments, discounted at a weighted average discount rate of 7.04% , and (b) a ROU asset of approximately $42.8 million which represents the lease liability of $45.7 million adjusted for accrued rent of approximately $2.9 million . The Company recorded an adjustment of $0.8 million at the adoption date of January 1, 2019 to stockholders' equity to properly account for the Company's operating lease ROU assets and operating lease liabilities. The most significant impact of this standard was the recognition of ROU assets and lease obligations for operating leases. |
Correction of Prior Period Fi_2
Correction of Prior Period Financial Statements (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments | The impacts to the income (loss) per share amounts previously reported for three months ended March 31, 2019, March 31, 2018 and June 30, 2018, respectively, and the six months ended June 30, 2018 are included in the tables below: Three Months Ended As Reported Adjustment As Revised Basic income (loss) per share: Continuing operations attributable to common shares $ 0.13 $ (0.06 ) $ 0.07 Discontinued operations attributable to common shares $ (0.39 ) $ — $ (0.39 ) Continuing operations attributable to participating shares $ — $ 0.07 $ 0.07 Discontinued operations attributable to participating shares $ — $ — $ — Diluted income (loss) per share: Continuing operations 0.09 $ (0.02 ) 0.07 Discontinued operations (0.26 ) $ — (0.26 ) Weighted average shares outstanding: Basic attributable to common shares 18,478 — 18,478 Basic attributable to participating shares — 8,978 8,978 Diluted 27,456 — 27,456 Three Months Ended As Reported Adjustment As Revised Basic income (loss) per share: Continuing operations attributable to common shares $ 0.19 $ (0.07 ) $ 0.12 Discontinued operations attributable to common shares $ (1.63 ) $ — $ (1.63 ) Continuing operations attributable to participating shares $ — $ 0.12 $ 0.12 Discontinued operations attributable to participating shares $ — $ — $ — Diluted income (loss) per share: Continuing operations $ 0.13 $ (0.01 ) $ 0.12 Discontinued operations $ (1.09 ) $ — $ (1.09 ) Weighted average shares outstanding: Basic attributable to common shares 18,478 — 18,478 Basic attributable to participating shares — 8,978 8,978 Diluted 27,456 — 27,456 Three Months Ended As Reported Adjustment Disc-ops (1) As Revised Basic income (loss) per share: Continuing operations attributable to common shares $ 0.54 $ (0.15 ) $ (0.09 ) $ 0.30 Discontinued operations attributable to common shares $ (0.45 ) $ — $ 0.08 $ (0.37 ) Continuing operations attributable to participating shares $ — $ 0.30 $ — $ 0.30 Discontinued operations attributable to participating shares $ — $ — $ — $ — Diluted income (loss) per share: Continuing operations $ 0.36 $ — $ (0.06 ) $ 0.30 Discontinued operations $ (0.31 ) $ — $ 0.06 $ (0.25 ) Weighted average shares outstanding: Basic attributable to common shares 18,633 — — 18,633 Basic attributable to participating shares — 8,978 — 8,978 Diluted 27,611 — — 27,611 Six Months Ended As Reported Adjustment Disc-ops (1) As Revised Basic income (loss) per share: Continuing operations attributable to common shares $ 0.69 $ (0.20 ) $ (0.07 ) $ 0.42 Discontinued operations attributable to common shares $ (2.04 ) $ — $ 0.05 $ (1.99 ) Continuing operations attributable to participating shares $ — $ 0.42 $ — $ 0.42 Discontinued operations attributable to participating shares $ — $ — $ — $ — Diluted income (loss) per share: Continuing operations $ 0.47 $ — $ (0.05 ) $ 0.42 Discontinued operations $ (1.37 ) $ — $ 0.03 $ (1.34 ) Weighted average shares outstanding: Basic attributable to common shares 18,563 — — 18,563 Basic attributable to participating shares — 8,978 — 8,978 Diluted 27,541 — — 27,541 (1) Reflects the latest presentation of discontinued operations The impacts to the income (loss) per share amounts previously reported for the years ended December 31, 2018, December 31, 2017 and December 31, 2016 are not reflective of the subsequent 2019 Music Festivals discontinued operations, see Note 17 entitled Discontinued Operations. The revised income (loss) per share amounts for these periods are included in the tables below: Year Ended As Reported Adjustment As Revised Basic income (loss) per share: Continuing operations attributable to common shares $ (0.03 ) $ (0.22 ) $ (0.25 ) Discontinued operations attributable to common shares $ (1.68 ) $ — $ (1.68 ) Continuing operations attributable to participating shares $ — $ 0.30 $ 0.30 Discontinued operations attributable to participating shares $ — $ — $ — Diluted income (loss) per share: Continuing operations $ (0.03 ) $ (0.22 ) $ (0.25 ) Discontinued operations $ (1.68 ) $ — $ (1.68 ) Weighted average shares outstanding: Basic attributable to common shares 18,478 — 18,478 Basic attributable to participating shares — 8,978 8,978 Diluted 27,502 — 27,502 Year Ended As Reported Adjustment As Revised Basic income (loss) per share: Continuing operations attributable to common shares $ 1.34 $ (0.47 ) $ 0.87 Discontinued operations attributable to common shares $ (1.90 ) $ — $ (1.90 ) Continuing operations attributable to participating shares $ — $ 0.87 $ 0.87 Discontinued operations attributable to participating shares $ — $ — $ — Diluted income (loss) per share: Continuing operations $ 0.89 $ (0.03 ) $ 0.86 Discontinued operations $ (1.26 ) $ — $ (1.26 ) Weighted average shares outstanding: Basic attributable to common shares 18,459 — 18,459 Basic attributable to participating shares — 8,978 8,978 Diluted 27,855 — 27,855 Year Ended As Reported Adjustment As Revised Basic income (loss) per share: Continuing operations attributable to common shares $ 1.14 $ (0.39 ) $ 0.75 Discontinued operations attributable to common shares $ 0.13 $ (0.04 ) $ 0.09 Continuing operations attributable to participating shares $ — $ 0.75 $ 0.75 Discontinued operations attributable to participating shares $ — $ 0.09 $ 0.09 Diluted income (loss) per share: Continuing operations $ 0.76 $ (0.01 ) $ 0.75 Discontinued operations $ 0.09 $ — $ 0.09 Weighted average shares outstanding: Basic attributable to common shares 18,255 — 18,255 Basic attributable to participating shares — 8,978 8,978 Diluted 27,313 — 27,313 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following tables disaggregate our revenue into the following categories; Advertising, which includes broadcast and digital advertising products and solutions, Townsquare Interactive, our digital marketing solutions business, and Live Events (in thousands): Three Months Ended Six Months Ended Advertising Townsquare Interactive Live Events Total Advertising Townsquare Interactive Live Events Total Net Revenue $ 90,977 $ 15,288 $ 6,317 $ 112,582 $ 164,995 $ 29,495 $ 11,476 $ 205,966 Political 506 — — $ 506 804 — — $ 804 Net Revenue $ 91,483 $ 15,288 $ 6,317 $ 113,088 $ 165,799 $ 29,495 $ 11,476 $ 206,770 Three Months Ended June 30, 2018 Six Months Ended June 30, 2018 Advertising Townsquare Interactive Live Events Total Advertising Townsquare Interactive Live Events Total Net Revenue $ 84,985 $ 11,685 $ 7,328 $ 103,998 $ 155,828 $ 22,480 $ 12,973 $ 191,281 Political 1,321 — — $ 1,321 2,021 — — $ 2,021 Net Revenue $ 86,306 $ 11,685 $ 7,328 $ 105,319 $ 157,849 $ 22,480 $ 12,973 $ 193,302 |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | The following table provides information about receivables, contract assets and contract liabilities from contracts with customers (in thousands): June 30, 2019 December 31, 2018 June 30, 2018 At Adoption January 1, 2018 Receivables $ 67,354 $ 62,459 $ 65,103 $ 60,492 Short-term contract liabilities (deferred revenue) $ 7,992 $ 7,922 $ 7,098 $ 7,992 |
Acquisitions & Divestitures (Ta
Acquisitions & Divestitures (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
Schedule of Purchase Price Allocation | The Princeton Acquisition purchase price allocation is shown in the following table (in thousands): Prepaid and other current assets $ 256 FCC licenses 6,409 Property and equipment, net 976 Goodwill 9,915 Accounts payable and accrued expenses (201 ) Total purchase price $ 17,355 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property and equipment consisted of the following (in thousands): June 30, December 31, Land and improvements $ 21,261 $ 21,062 Buildings and leasehold improvements 46,727 43,525 Broadcast equipment 84,032 81,690 Computer and office equipment 16,723 14,801 Furniture and fixtures 16,997 15,789 Transportation equipment 17,840 16,899 Software development costs 23,773 21,332 Total property and equipment, gross 227,353 215,098 Less accumulated depreciation and amortization (114,430 ) (102,721 ) Total property and equipment, net $ 112,923 $ 112,377 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Indefinite-Lived and FInite-Lived Intangible Assets | Intangible assets consist of the following (in thousands): Estimated Useful Life June 30, December 31, Intangible Assets: FCC licenses Indefinite $ 473,285 $ 473,412 Customer and advertising relationships 10 years 6,540 6,540 Leasehold interests 5 to 39 years 1,085 1,085 Tower space 3 to 9 years 454 454 Sports broadcast rights 1 to 2 years 665 665 Non-compete agreements 1 to 2 years 243 243 Trademarks 15 years 2,761 3,196 Other intangibles 3 years 161 161 Total 485,194 485,756 Less: Accumulated amortization (7,170 ) (6,818) Net amount $ 478,024 $ 478,938 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated future amortization expense for each of the five succeeding fiscal years and thereafter as of June 30, 2019 is as follows (in thousands): 2019 (remainder) $ 448 2020 849 2021 840 2022 836 2023 626 Thereafter 1,140 $ 4,739 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Long-term Debt Instruments | Total debt outstanding is summarized as follows (in thousands): June 30, December 31, 2023 Notes $ 278,148 $ 278,148 Term Loans 282,332 282,332 Capitalized obligations 7 10 Debt before deferred financing costs 560,487 560,490 Deferred financing costs (4,930 ) (5,155 ) Total debt 555,557 555,335 Less: current portion of long-term debt (5 ) (5 ) Total long-term debt $ 555,552 $ 555,330 |
Annual Maturities of Long-term Debt | Annual maturities of the Company's long-term debt as of June 30, 2019 are as follows (in thousands): 2019 (remainder) $ 2 2020 5 2021 — 2022 282,332 2023 278,148 Thereafter — $ 560,487 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Schedule of Stockholders Equity | The table below presents a summary, as of June 30, 2019 , of our authorized and outstanding common stock, and securities convertible into common stock, excluding options issued under our 2014 Omnibus Incentive Plan. Security 1 Par Value Per Share Number Authorized Number Outstanding Description Class A common stock $ 0.01 300,000,000 14,313,844 One vote per share. Class B common stock $ 0.01 50,000,000 3,011,634 10 votes per share. 2 Class C common stock $ 0.01 50,000,000 1,636,341 No votes. 2 Warrants 8,977,676 Each warrant is exercisable for one share of Class A common stock, at an exercise price of $0.0001 per share. The aggregate exercise price for all warrants currently outstanding is $898. 3 Total 400,000,000 27,939,495 1 Each of the shares of common stock, including the shares of Class A common stock issuable upon exercise of the warrants, have equal economic rights. 2 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. 3 The warrants are fully vested and exercisable for shares of Class A common stock, subject to certain conditions, including compliance with FCC rules. |
Schedule of Stock Options Activity | The following table summarizes stock option activity for the six months ended June 30, 2019 : Shares Weighted Average Weighted Average Aggregate Intrinsic Value Outstanding at January 1, 2019 9,688,424 $ 8.23 6.15 $ — Granted 6,500 Exercised — Forfeited (227,340 ) Outstanding at June 30, 2019 9,467,584 $ 8.23 5.85 $ — |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Unaudited Pro Forma Earnings (Loss) Per Share | The following table sets forth the computations of basic and diluted net income (loss) per share for the three and six months ended June 30, 2019 and 2018 (in thousands, except per share data). Three Months Ended Six Months Ended June 30, 2019 2018 2019 2018 Numerator: Net income (loss) $ 10,696 $ 1,634 $ 5,906 $ (24,956 ) Net income from non-controlling interest 493 299 940 517 Net income attributable to controlling interest 10,203 1,335 4,966 (25,473 ) Net income from continuing operations 10,612 8,593 12,986 12,059 Net income from continuing operations attributable to non-controlling interest 493 299 940 517 Net income from continuing operations attributable to controlling interest $ 10,119 $ 8,294 $ 12,046 $ 11,542 Net income (loss) from discontinued operations, net of income taxes $ 84 $ (6,959 ) $ (7,080 ) $ (37,015 ) Denominator: Weighted average shares of common stock outstanding 18,512 18,633 18,495 18,563 Weighted average shares of participating securities outstanding 8,978 8,978 8,978 8,978 Total weighted average basic shares outstanding 27,490 27,611 27,473 27,541 Effect of dilutive common stock equivalents — — — — Weighted average diluted common shares outstanding 27,490 27,611 27,473 27,541 Basic income (loss) per share: Continuing operations attributable to common shares $ 0.37 $ 0.30 $ 0.44 $ 0.42 Discontinued operations attributable to common shares $ — $ (0.37 ) $ (0.38 ) $ (1.99 ) Continuing operations attributable to participating shares $ 0.37 $ 0.30 $ 0.44 $ 0.42 Discontinued operations attributable to participating shares $ — $ — $ — $ — Diluted income (loss) per share: Continuing operations $ 0.37 $ 0.30 $ 0.44 $ 0.42 Discontinued operations $ — $ (0.25 ) $ (0.26 ) $ (1.34 ) |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses and other current liabilities consist of the following (in thousands): June 30, December 31, Accrued compensation and benefits $ 5,736 $ 14,863 Accrued professional fees 1,109 1,449 Accrued commissions 2,361 1,980 Accrued taxes 1,883 2,686 Accrued music and FCC licensing 1,138 2,315 Accrued publisher fees 2,763 2,213 Accrued national representation fees 1,138 1,276 Due to sellers, business combinations 3 26 Deferred rent — 2,139 Dividends payable 2,212 2,162 Accrued other 1,531 1,640 $ 19,874 $ 32,749 |
Lease and Other Commitments (Ta
Lease and Other Commitments (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Consolidated Balance Sheet Impact | The below table summarizes the impact on the Company's Consolidated Balance Sheet at the adoption date of January 1, 2019 and as of June 30, 2019 , respectively (dollars in thousands): At Adoption January 1, 2019 (1) June 30, 2019 Operating lease right-of-use-assets $ 42,801 $ 41,785 Total operating lease right-of-use-assets $ 42,801 $ 41,785 Deferred rent (2,111 ) — Operating lease liabilities 45,728 44,786 Retained deficit (816 ) — Total liabilities and stockholders' equity $ 42,801 $ 44,786 Weighted Average Remaining Lease Term Operating leases 6.36 years 6.46 years Weighted Average Discount Rate Operating leases 7.04 % 7.08 % (1) Excludes $2.6 million operating lease right-of-use-assets and operating lease liabilities related to discontinued operations |
Operating Lease Maturity | Maturities of lease liabilities for operating leases are as follows as of June 30, 2019 (in thousands): 2019 (remainder) $ 5,379 2020 9,154 2021 7,383 2022 6,504 2023 5,308 Thereafter 14,837 Total lease payments 48,565 Less: imputed interest (10,290 ) Add: deferred gain sale leaseback transaction 6,511 Total $ 44,786 |
Components of Lease Expense | Supplemental cash flow information related to leases are as follows (dollars in thousands): Three Months Ended Six Months Ended Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 3,208 $ 6,082 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 996 $ 3,622 The components of lease expense recorded to operating and corporate expense are as follows (dollars in thousands): Three Months Ended Six Months Ended Operating lease cost $ 2,988 $ 5,938 Short-term lease cost 15 30 Variable lease cost 2 8 Total lease cost $ 3,005 $ 5,976 |
Schedule of Supplemental Cash Flow Related to Leases | Supplemental cash flow information related to leases are as follows (dollars in thousands): Three Months Ended Six Months Ended Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 3,208 $ 6,082 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 996 $ 3,622 The components of lease expense recorded to operating and corporate expense are as follows (dollars in thousands): Three Months Ended Six Months Ended Operating lease cost $ 2,988 $ 5,938 Short-term lease cost 15 30 Variable lease cost 2 8 Total lease cost $ 3,005 $ 5,976 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table presents the Company's reportable segment results for the three months ended June 30, 2018 (in thousands): Advertising Townsquare Interactive Live Events Corporate and Other Reconciling Items Total Net revenue $ 86,306 $ 11,685 $ 7,328 $ — $ 105,319 Direct operating expenses 58,582 8,269 5,871 — 72,722 Depreciation and amortization 2,704 109 135 1,461 4,409 Corporate expenses — — — 7,290 7,290 Stock-based compensation 39 8 7 192 246 Transaction costs — — — 678 678 Net gain on sale and retirement of assets — — — (388 ) (388 ) Operating income (loss) $ 24,981 $ 3,299 $ 1,315 $ (9,233 ) $ 20,362 Capital expenditures $ 2,576 $ 77 $ 3 $ 1,680 $ 4,336 The following table presents the Company's reportable segment results for the six months ended June 30, 2019 (in thousands): Advertising Townsquare Interactive Live Events Corporate and Other Reconciling Items Total Net revenue $ 165,799 $ 29,495 $ 11,476 $ — $ 206,770 Direct operating expenses 115,508 20,101 8,610 — 144,219 Depreciation and amortization 6,257 246 278 5,624 12,405 Corporate expenses — — — 12,957 12,957 Stock-based compensation 133 59 25 1,319 1,536 Transaction costs — — — 276 276 Business realignment costs — — — 4 4 Impairment of long lived and intangible assets 231 — — — 231 Net gain on sale and retirement of assets — — — (2 ) (2 ) Operating income (loss) $ 43,670 $ 9,089 $ 2,563 $ (20,178 ) $ 35,144 Capital expenditures $ 5,284 $ 199 $ 1 $ 3,444 $ 8,928 The following table presents the Company's reportable segment results for the six months ended June 30, 2018 (in thousands): Advertising Townsquare Interactive Live Events Corporate and Other Reconciling Items Total Net revenue $ 157,849 $ 22,480 $ 12,973 $ — $ 193,302 Direct operating expenses 111,234 15,813 10,031 — 137,078 Depreciation and amortization 5,374 224 271 2,923 8,792 Corporate expenses — — — 12,939 12,939 Stock-based compensation 67 15 9 345 436 Transaction costs — — — 837 837 Business realignment costs — — — — — Net gain on sale and retirement of assets — — — (398 ) (398 ) Operating income (loss) $ 41,174 $ 6,428 $ 2,662 $ (16,646 ) $ 33,618 Capital expenditures $ 5,439 $ 85 $ 5 $ 3,227 $ 8,756 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of amounts related to discontinued operations | The following table shows the components of operations that are related to discontinued operations in the Company's Consolidated Statement of Operations (in thousands): Three Months Ended Six Months Ended 2019 2018 2019 2018 Net revenue $ 13,512 $ 23,924 $ 13,520 $ 30,167 Discontinued operating costs and expenses: Direct operating expenses 13,883 27,568 14,786 40,278 Depreciation and amortization — 655 208 2,613 Stock-based compensation 13 4 13 10 Transaction costs 10 — 10 — Impairment of long lived and intangible assets — — 10,016 37,973 Net (gain) loss on sale and retirement of assets (508 ) 734 (1,946 ) 422 Discontinued operating income (loss) 114 (5,037 ) (9,567 ) (51,129 ) Other expenses: Interest expense, net — — — 1 Other income, net — (12 ) — (24 ) Income (loss) from discontinued operations before income taxes 114 (5,049 ) (9,567 ) (51,152 ) Provision (benefit) for income taxes 30 1,910 (2,487 ) (14,137 ) Net income (loss) from discontinued operations, net of income taxes $ 84 $ (6,959 ) $ (7,080 ) $ (37,015 ) The following table shows the components of assets and liabilities that are related to discontinued operations in the Company's Consolidated Balance Sheets (in thousands): June 30, December 31, Accounts receivable $ — $ 9 Prepaid expenses and other current assets 22 435 Property and equipment, net — 1,874 Intangible assets, net — 3,843 Goodwill — 13,602 Current assets of discontinued operations 22 19,763 Accounts payable — 89 Deferred revenue — 6,688 Accrued expenses and other current liabilities 3,968 361 Current liabilities of discontinued operations 3,968 7,138 Net (liabilities) assets $ (3,946 ) $ 12,625 |
Organization and Basis of Pre_2
Organization and Basis of Presentation - Nature of Business (Details) | Jun. 30, 2019radio_stationmarketeventwebsite |
Organization and Basis of Presentation [Line Items] | |
Number of radio stations | radio_station | 321 |
Number of local websites (more than) | website | 330 |
Number of small and medium sized markets in which entity operates | 17,300 |
Number of live events | event | 200 |
United States | |
Organization and Basis of Presentation [Line Items] | |
Number of local markets | 67 |
Correction of Prior Period Fi_3
Correction of Prior Period Financial Statements - Schedule of Error Corrections and Prior Period Adjustments (Details) - $ / shares shares in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |||
Diluted income (loss) per share: | |||||||||||
Continuing operations (in dollars per share) | $ 0.37 | $ 0.07 | $ 0.30 | [1] | $ 0.12 | $ 0.44 | $ 0.42 | [1] | $ (0.25) | $ 0.86 | $ 0.75 |
Discontinued operations (in dollars per share) | $ 0 | $ (0.26) | $ (0.25) | [1] | $ (1.09) | $ (0.26) | $ (1.34) | [1] | $ (1.68) | $ (1.26) | $ 0.09 |
Weighted average shares outstanding: | |||||||||||
Basic (in shares) | 27,490 | 27,611 | 27,473 | 27,541 | |||||||
Diluted (in shares) | 27,490 | 27,456 | 27,611 | [1] | 27,456 | 27,473 | 27,541 | [1] | 27,502 | 27,855 | 27,313 |
As Reported | |||||||||||
Diluted income (loss) per share: | |||||||||||
Continuing operations (in dollars per share) | $ 0.09 | $ 0.36 | $ 0.13 | $ 0.47 | $ (0.03) | $ 0.89 | $ 0.76 | ||||
Discontinued operations (in dollars per share) | $ (0.26) | $ (0.31) | $ (1.09) | $ (1.37) | $ (1.68) | $ (1.26) | $ 0.09 | ||||
Weighted average shares outstanding: | |||||||||||
Diluted (in shares) | 27,456 | 27,611 | 27,456 | 27,541 | 27,502 | 27,855 | 27,313 | ||||
Disc-ops | |||||||||||
Diluted income (loss) per share: | |||||||||||
Continuing operations (in dollars per share) | $ (0.06) | $ (0.05) | |||||||||
Discontinued operations (in dollars per share) | $ 0.06 | $ 0.03 | |||||||||
Weighted average shares outstanding: | |||||||||||
Diluted (in shares) | 0 | 0 | |||||||||
Presentation And Calculation Of Basic Income (Loss) Per Share | Adjustment | |||||||||||
Diluted income (loss) per share: | |||||||||||
Continuing operations (in dollars per share) | $ (0.02) | $ 0 | $ (0.01) | $ 0 | $ (0.22) | $ (0.03) | $ (0.01) | ||||
Discontinued operations (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Weighted average shares outstanding: | |||||||||||
Diluted (in shares) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||
Common shares | |||||||||||
Basic income (loss) per share: | |||||||||||
Continuing operations (in dollars per share) | $ 0.37 | $ 0.07 | $ 0.30 | [1] | $ 0.12 | $ 0.44 | $ 0.42 | [1] | $ (0.25) | $ 0.87 | $ 0.75 |
Discontinued operations (in dollars per share) | $ 0 | $ (0.39) | $ (0.37) | [1] | $ (1.63) | $ (0.38) | $ (1.99) | [1] | $ (1.68) | $ (1.90) | $ 0.09 |
Weighted average shares outstanding: | |||||||||||
Basic (in shares) | 18,512 | 18,478 | 18,633 | [1] | 18,478 | 18,495 | 18,563 | [1] | 18,478 | 18,459 | 18,255 |
Common shares | As Reported | |||||||||||
Basic income (loss) per share: | |||||||||||
Continuing operations (in dollars per share) | $ 0.13 | $ 0.54 | $ 0.19 | $ 0.69 | $ (0.03) | $ 1.34 | $ 1.14 | ||||
Discontinued operations (in dollars per share) | $ (0.39) | $ (0.45) | $ (1.63) | $ (2.04) | $ (1.68) | $ (1.90) | $ 0.13 | ||||
Weighted average shares outstanding: | |||||||||||
Basic (in shares) | 18,478 | 18,633 | 18,478 | 18,563 | 18,478 | 18,459 | 18,255 | ||||
Common shares | Disc-ops | |||||||||||
Basic income (loss) per share: | |||||||||||
Continuing operations (in dollars per share) | $ (0.09) | $ (0.07) | |||||||||
Discontinued operations (in dollars per share) | $ 0.08 | $ 0.05 | |||||||||
Weighted average shares outstanding: | |||||||||||
Basic (in shares) | 0 | 0 | |||||||||
Common shares | Presentation And Calculation Of Basic Income (Loss) Per Share | Adjustment | |||||||||||
Basic income (loss) per share: | |||||||||||
Continuing operations (in dollars per share) | $ (0.06) | $ (0.15) | $ (0.07) | $ (0.20) | $ (0.22) | $ (0.47) | $ (0.39) | ||||
Discontinued operations (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ (0.04) | ||||
Weighted average shares outstanding: | |||||||||||
Basic (in shares) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||
Participating shares | |||||||||||
Basic income (loss) per share: | |||||||||||
Continuing operations (in dollars per share) | $ 0.37 | $ 0.07 | $ 0.30 | [1] | $ 0.12 | $ 0.44 | $ 0.42 | [1] | $ 0.30 | $ 0.87 | $ 0.75 |
Discontinued operations (in dollars per share) | $ 0 | $ 0 | $ 0 | [1] | $ 0 | $ 0 | $ 0 | [1] | $ 0 | $ 0 | $ 0.09 |
Weighted average shares outstanding: | |||||||||||
Basic (in shares) | 8,978 | 8,978 | 8,978 | [1] | 8,978 | 8,978 | 8,978 | [1] | 8,978 | 8,978 | 8,978 |
Participating shares | As Reported | |||||||||||
Basic income (loss) per share: | |||||||||||
Continuing operations (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Discontinued operations (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Weighted average shares outstanding: | |||||||||||
Basic (in shares) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||
Participating shares | Disc-ops | |||||||||||
Basic income (loss) per share: | |||||||||||
Continuing operations (in dollars per share) | $ 0 | $ 0 | |||||||||
Discontinued operations (in dollars per share) | $ 0 | $ 0 | |||||||||
Weighted average shares outstanding: | |||||||||||
Basic (in shares) | 0 | 0 | |||||||||
Participating shares | Presentation And Calculation Of Basic Income (Loss) Per Share | Adjustment | |||||||||||
Basic income (loss) per share: | |||||||||||
Continuing operations (in dollars per share) | $ 0.07 | $ 0.30 | $ 0.12 | $ 0.42 | $ 0.30 | $ 0.87 | $ 0.75 | ||||
Discontinued operations (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0.09 | ||||
Weighted average shares outstanding: | |||||||||||
Basic (in shares) | 8,978 | 8,978 | 8,978 | 8,978 | 8,978 | 8,978 | 8,978 | ||||
[1] | See Note 2 to the Unaudited Consolidated Financial Statements entitled Correction of Prior Period Financial Statements |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2019USD ($)segment | Jan. 01, 2019USD ($) | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Number of reportable segments | segment | 3 | ||
Number of operating segments | segment | 3 | ||
Operating lease liabilities | $ 44,786 | ||
Weighted average discount rate (as a percent) | 7.08% | 7.04% | |
Right-of-use asset | $ 41,785 | ||
ASU 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease liabilities | 44,786 | $ 45,728 | |
Weighted average discount rate (as a percent) | 7.04% | ||
Right-of-use asset | $ 41,785 | $ 42,801 | |
Accrued rent | 2,900 | ||
Adjustment | [1] | $ 816 | |
[1] | See Note 13 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |||
Disaggregation of Revenue [Line Items] | ||||||
Net revenue | $ 113,088 | $ 105,319 | [1] | $ 206,770 | $ 193,302 | [1] |
Advertising | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Net revenue | 91,483 | 86,306 | 165,799 | 157,849 | ||
Townsquare Interactive | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Net revenue | 15,288 | 11,685 | 29,495 | 22,480 | ||
Live Events | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Net revenue | 6,317 | 7,328 | 11,476 | 12,973 | ||
Excluding political | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Net revenue | 112,582 | 103,998 | 205,966 | 191,281 | ||
Excluding political | Advertising | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Net revenue | 90,977 | 84,985 | 164,995 | 155,828 | ||
Excluding political | Townsquare Interactive | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Net revenue | 15,288 | 11,685 | 29,495 | 22,480 | ||
Excluding political | Live Events | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Net revenue | 6,317 | 7,328 | 11,476 | 12,973 | ||
Political | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Net revenue | 506 | 1,321 | 804 | 2,021 | ||
Political | Advertising | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Net revenue | 506 | 1,321 | 804 | 2,021 | ||
Political | Townsquare Interactive | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Net revenue | 0 | 0 | 0 | 0 | ||
Political | Live Events | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Net revenue | $ 0 | $ 0 | $ 0 | $ 0 | ||
[1] | See Note 2 to the Unaudited Consolidated Financial Statements entitled Correction of Prior Period Financial Statements |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Receivables, Contract Assets and Contract Liabilities from Contracts (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Jan. 01, 2018 |
Revenue from Contract with Customer [Abstract] | ||||
Receivables | $ 67,354 | $ 62,459 | $ 65,103 | $ 60,492 |
Short-term contract liabilities (deferred revenue) | $ 7,992 | $ 7,922 | $ 7,098 | $ 7,992 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Jan. 01, 2018 | |
Revenue from Contract with Customer [Abstract] | ||||||
Revenue recognized | $ 0.8 | $ 1.5 | $ 7 | $ 6.9 | ||
Deferred costs | $ 3 | $ 2.3 | ||||
Recognized amortization | $ 0.5 | $ 0.5 | $ 1 | $ 1.1 |
Acquisitions & Divestitures -
Acquisitions & Divestitures - Additional Details (Details) $ in Thousands | May 24, 2019USD ($) | May 22, 2019USD ($) | Mar. 18, 2019USD ($) | Jul. 02, 2018USD ($)radio_station | Jun. 30, 2019USD ($) | Mar. 31, 2019business | Jun. 30, 2019USD ($) | Jun. 04, 2019USD ($) | Dec. 31, 2018USD ($) | May 24, 2018USD ($) |
Business Acquisition [Line Items] | ||||||||||
Number of music festival businesses | business | 4 | |||||||||
Goodwill | $ 226,981 | $ 226,981 | $ 226,981 | |||||||
Connoisseur Media, LLC | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Radio stations acquired | radio_station | 3 | |||||||||
Payments to acquire business, gross of working capital adjustment | $ 17,400 | |||||||||
Working capital adjustment | 100 | |||||||||
Goodwill | 9,915 | |||||||||
FCC licenses | Connoisseur Media, LLC | ||||||||||
Business Acquisition [Line Items] | ||||||||||
FCC licenses | $ 6,400 | |||||||||
Radio Broadcast Station | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Consideration received | $ 100 | |||||||||
Impairment on long-lived assets to be disposed of | 200 | 200 | ||||||||
Music Festivals | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Gain on sale | 400 | |||||||||
Arizona Bridal Shows | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Proceeds from sale | $ 2,000 | |||||||||
Gain on sale | 1,400 | |||||||||
Radio Broadcast Station Asset Purchase Agreement | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Payments to acquire assets and liabilities | $ 700 | |||||||||
Discontinued Operations, Disposed of by Sale | Music Festivals | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Proceeds from sale | $ 10,000 | |||||||||
Gain on sale | $ 400 | $ 400 | ||||||||
Discontinued Operations, Disposed of by Sale | Heartland Group, LLC And Subsidiary NAME | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Consideration received | $ 23,500 |
Acquisitions & Divestitures _2
Acquisitions & Divestitures - Schedule of Purchase Price Allocation (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | Jul. 02, 2018 |
Business Acquisition [Line Items] | |||
Goodwill | $ 226,981 | $ 226,981 | |
Connoisseur Media, LLC | |||
Business Acquisition [Line Items] | |||
Prepaid and other current assets | $ 256 | ||
Property and equipment, net | 976 | ||
Goodwill | 9,915 | ||
Accounts payable and accrued expenses | (201) | ||
Total purchase price | 17,355 | ||
FCC licenses | Connoisseur Media, LLC | |||
Business Acquisition [Line Items] | |||
FCC licenses | $ 6,409 |
Investments - Narrative (Detail
Investments - Narrative (Details) $ in Millions | Jun. 30, 2019USD ($) |
Convertible Note Receivable Investment | |
Equity Securities without Readily Determinable Fair Value [Line Items] | |
Investments | $ 0.3 |
Small Business | |
Equity Securities without Readily Determinable Fair Value [Line Items] | |
Investments | $ 2 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Physical Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 227,353 | $ 215,098 |
Less accumulated depreciation and amortization | (114,430) | (102,721) |
Total property and equipment, net | 112,923 | 112,377 |
Land and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 21,261 | 21,062 |
Buildings and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 46,727 | 43,525 |
Broadcast equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 84,032 | 81,690 |
Computer and office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 16,723 | 14,801 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 16,997 | 15,789 |
Transportation equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 17,840 | 16,899 |
Software development costs | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 23,773 | $ 21,332 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation and amortization expense | $ 5.7 | $ 4.1 | $ 11.9 | $ 8.2 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Indefinite-lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 0.2 | $ 0.3 | $ 0.5 | $ 0.6 |
FCC licenses | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
FCC license renewal period | 8 years | |||
Impairment of charge of FCC licenses | $ 0.1 | $ 0.1 | ||
Live Events | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Impairment loss | $ 10 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Schedule of Finite Lived and Indefinite Lived Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Indefinite-lived Intangible Assets [Line Items] | ||
Total | $ 485,194 | $ 485,756 |
Less: Accumulated amortization | (7,170) | (6,818) |
Net amount | 478,024 | 478,938 |
FCC licenses | ||
Indefinite-lived Intangible Assets [Line Items] | ||
FCC licenses | $ 473,285 | 473,412 |
Customer and advertising relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset useful life | 10 years | |
Intangible assets | $ 6,540 | 6,540 |
Leasehold interests | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 1,085 | 1,085 |
Leasehold interests | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset useful life | 5 years | |
Leasehold interests | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset useful life | 39 years | |
Tower space | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 454 | 454 |
Tower space | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset useful life | 3 years | |
Tower space | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset useful life | 9 years | |
Sports broadcast rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 665 | 665 |
Sports broadcast rights | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset useful life | 1 year | |
Sports broadcast rights | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset useful life | 2 years | |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 243 | 243 |
Non-compete agreements | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset useful life | 1 year | |
Non-compete agreements | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset useful life | 2 years | |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset useful life | 15 years | |
Intangible assets | $ 2,761 | 3,196 |
Other intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset useful life | 3 years | |
Intangible assets | $ 161 | $ 161 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Schedule of Finite-Lived Intangible Assets, Future Amortization (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2019 (remainder) | $ 448 |
2020 | 849 |
2021 | 840 |
2022 | 836 |
2023 | 626 |
Thereafter | 1,140 |
Total | $ 4,739 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long Term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Capitalized obligations | $ 7 | |
Capitalized obligations | $ 10 | |
Debt before deferred financing costs | 560,487 | 560,490 |
Deferred financing costs | (4,930) | (5,155) |
Total debt | 555,557 | 555,335 |
Less: current portion of long-term debt | (5) | (5) |
Total long-term debt | 555,552 | 555,330 |
Unsecured Senior Note Due 2023 | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 278,148 | 278,148 |
Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 282,332 | $ 282,332 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) - USD ($) | Apr. 30, 2019 | Apr. 01, 2015 | Jun. 30, 2019 | Dec. 31, 2018 | Sep. 01, 2015 |
Debt Instrument [Line Items] | |||||
Outstanding borrowings | $ 560,487,000 | ||||
Unsecured Senior Note Due 2023 | |||||
Debt Instrument [Line Items] | |||||
Repurchased face amount | $ 1,900,000 | ||||
Write off of deferred debt issuance cost | 40,000 | ||||
Requirement to repurchase notes, percentage | 101.00% | ||||
Term Loan | Seven Year Term Loan Facility | |||||
Debt Instrument [Line Items] | |||||
Debt amount | $ 275,000,000 | ||||
Debt term | 7 years | ||||
Term Loan | Seven Year Term Loan Facility | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 3.00% | ||||
Variable rate floor | 5.50% | ||||
Term Loan | 2015 Incremental Term Loan | |||||
Debt Instrument [Line Items] | |||||
Debt amount | $ 45,000,000 | ||||
Revolving Credit Facility | Five Year Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Debt term | 5 years | ||||
Line of credit, borrowing capacity | $ 50,000,000 | ||||
Outstanding borrowings | $ 0 | ||||
Maturity date extension | 2 years | ||||
Debt financing costs | $ 400,000 | ||||
Revolving Credit Facility | Five Year Revolving Credit Facility | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.50% | ||||
Revolving Credit Facility | Five Year Revolving Credit Facility | Base Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1.50% | ||||
Senior Notes | Unsecured Senior Note Due 2023 | |||||
Debt Instrument [Line Items] | |||||
Debt amount | $ 300,000,000 | ||||
Stated interest rate | 6.50% | ||||
Debt fair value | $ 274,800,000 | ||||
New Term Loan | Unsecured Senior Note Due 2023 | |||||
Debt Instrument [Line Items] | |||||
Debt fair value | $ 279,900,000 | ||||
Other (Income) Expense, net | Unsecured Senior Note Due 2023 | |||||
Debt Instrument [Line Items] | |||||
Gain on repurchase of debt | $ 100,000 |
Long-Term Debt - Schedule of Ma
Long-Term Debt - Schedule of Maturities of Long Term Debt (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Debt Disclosure [Abstract] | |
2019 (remainder) | $ 2 |
2020 | 5 |
2021 | 0 |
2022 | 282,332 |
2023 | 278,148 |
Thereafter | 0 |
Long-term debt | $ 560,487 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Stockholders Equity (Details) | 6 Months Ended | |
Jun. 30, 2019USD ($)vote / shares$ / sharesshares | Dec. 31, 2018$ / sharesshares | |
Class of Stock [Line Items] | ||
Common shares authorized (in shares) | 400,000,000 | |
Total common stock and warrants outstanding (in shares) | 27,939,495 | |
Warrants, number of shares exercisable | 1 | |
Exercise prices per warrant (in dollars per share) | $ / shares | $ 0.0001 | |
Aggregate exercise price of all warrants | $ | $ 898 | |
Warrants | ||
Class of Stock [Line Items] | ||
Warrants outstanding (in warrants) | 8,977,676 | |
Common Class A | ||
Class of Stock [Line Items] | ||
Common par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 |
Common shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common shares outstanding (in shares) | 14,313,844 | 14,297,066 |
Number of votes per share | vote / shares | 1 | |
Common Class B | ||
Class of Stock [Line Items] | ||
Common par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 |
Common shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common shares outstanding (in shares) | 3,011,634 | 3,011,634 |
Number of votes per share | vote / shares | 10 | |
Conversion ratio into common stock | 1 | |
Common Class C | ||
Class of Stock [Line Items] | ||
Common par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 |
Common shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common shares outstanding (in shares) | 1,636,341 | 1,636,341 |
Number of votes per share | vote / shares | 0 | |
Conversion ratio into common stock | 1 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2019USD ($)$ / sharesshares | Jun. 30, 2018USD ($) | [1] | Jun. 30, 2019USD ($)$ / sharesshares | Jun. 30, 2018USD ($) | [1] | Dec. 31, 2018$ / shares | |
Class of Stock [Line Items] | |||||||
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 8.23 | $ 8.23 | $ 8.23 | ||||
Stock-based compensation expense | $ | $ 660 | $ 246 | $ 1,536 | $ 436 | |||
2014 Omnibus Incentive Plan | |||||||
Class of Stock [Line Items] | |||||||
Shares authorized to be granted (in shares) | 12,000,000 | 12,000,000 | |||||
Shares available for grant (in shares) | 2,005,985 | 2,005,985 | |||||
Minimum | |||||||
Class of Stock [Line Items] | |||||||
Options outstanding, exercise price (in dollars per share) | $ / shares | $ 5.20 | $ 5.20 | |||||
Maximum | |||||||
Class of Stock [Line Items] | |||||||
Options outstanding, exercise price (in dollars per share) | $ / shares | $ 9.63 | $ 9.63 | |||||
Common Class A | |||||||
Class of Stock [Line Items] | |||||||
Shares issuable upon exercise of stock options (in shares) | 4,916,593 | 4,916,593 | |||||
Common Class B | |||||||
Class of Stock [Line Items] | |||||||
Shares issuable upon exercise of stock options (in shares) | 4,550,991 | 4,550,991 | |||||
Common stock, conversion ratio | 1 | ||||||
Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Preferred shares authorized (in shares) | 50,000,000 | 50,000,000 | |||||
Common Class C | |||||||
Class of Stock [Line Items] | |||||||
Common stock, conversion ratio | 1 | ||||||
Restricted Stock | |||||||
Class of Stock [Line Items] | |||||||
Shares outstanding (in shares) | 383,355 | 383,355 | |||||
Shares issued (in shares) | 16,778 | ||||||
Fair value (in dollars per share) | $ / shares | $ 5.96 | $ 5.96 | |||||
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 6.62 | $ 6.62 | |||||
Unrecognized stock-based compensation expense | $ | $ 2,100 | $ 2,100 | |||||
Unrecognized share-based compensation expense recognition period | 2 years 10 months 24 days | ||||||
Restricted Stock | Minimum | |||||||
Class of Stock [Line Items] | |||||||
Award vesting period | 1 year | ||||||
Restricted Stock | Maximum | |||||||
Class of Stock [Line Items] | |||||||
Award vesting period | 5 years | ||||||
Stock Option | |||||||
Class of Stock [Line Items] | |||||||
Unrecognized stock-based compensation expense | $ | $ 3,300 | $ 3,300 | |||||
Unrecognized share-based compensation expense recognition period | 2 years 7 months 6 days | ||||||
[1] | See Note 2 to the Unaudited Consolidated Financial Statements entitled Correction of Prior Period Financial Statements |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Shares | ||
Outstanding, beginning balance (in shares) | 9,688,424 | |
Granted (in shares) | 6,500 | |
Exercised (in shares) | 0 | |
Forfeited (in shares) | (227,340) | |
Outstanding, ending balance (in shares) | 9,467,584 | 9,688,424 |
Weighted Average Exercise Price | ||
Outstanding, beginning balance (in dollars per share) | $ 8.23 | |
Granted (in shares) | ||
Exercised (in dollars per share) | ||
Forfeited (in dollars per share) | ||
Outstanding, ending balance (in dollars per share) | $ 8.23 | $ 8.23 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Weighted Average Remaining Contractual Life (years) | 5 years 10 months 6 days | 6 years 1 month 24 days |
Aggregate Intrinsic Value | $ 0 | $ 0 |
Net Income (Loss) Per Share - S
Net Income (Loss) Per Share - Schedule of Computations of Basic and Diluted Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |||
Numerator: | |||||||||||
Net income (loss) | $ 10,696 | $ (4,790) | $ 1,634 | [1] | $ (26,591) | $ 5,906 | $ (24,956) | [1] | |||
Net income from non-controlling interest | 493 | 299 | [1] | 940 | 517 | [1] | |||||
Net income attributable to controlling interest | 10,203 | 1,335 | [1] | 4,966 | (25,473) | [1] | |||||
Net income from continuing operations | 10,612 | 8,593 | [1] | 12,986 | 12,059 | [1] | |||||
Net income from continuing operations attributable to non-controlling interest | 493 | 299 | 940 | 517 | |||||||
Net income from continuing operations attributable to controlling interest | 10,119 | 8,294 | 12,046 | 11,542 | |||||||
Net income (loss) from discontinued operations, net of income taxes | $ 84 | $ (6,959) | [1] | $ (7,080) | $ (37,015) | [1] | |||||
Denominator: | |||||||||||
Weighted average shares outstanding, basic (in shares) | 27,490 | 27,611 | 27,473 | 27,541 | |||||||
Effect of dilutive common stock equivalents (in shares) | 0 | 0 | 0 | 0 | |||||||
Weighted average diluted common shares outstanding (in shares) | 27,490 | 27,456 | 27,611 | [1] | 27,456 | 27,473 | 27,541 | [1] | 27,502 | 27,855 | 27,313 |
Diluted income (loss) per share: | |||||||||||
Continuing operations (in dollars per share) | $ 0.37 | $ 0.07 | $ 0.30 | [1] | $ 0.12 | $ 0.44 | $ 0.42 | [1] | $ (0.25) | $ 0.86 | $ 0.75 |
Discontinued operations (in dollars per share) | $ 0 | $ (0.26) | $ (0.25) | [1] | $ (1.09) | $ (0.26) | $ (1.34) | [1] | $ (1.68) | $ (1.26) | $ 0.09 |
Common shares | |||||||||||
Denominator: | |||||||||||
Weighted average shares outstanding, basic (in shares) | 18,512 | 18,478 | 18,633 | [1] | 18,478 | 18,495 | 18,563 | [1] | 18,478 | 18,459 | 18,255 |
Basic income (loss) per share: | |||||||||||
Continuing operations (in dollars per share) | $ 0.37 | $ 0.07 | $ 0.30 | [1] | $ 0.12 | $ 0.44 | $ 0.42 | [1] | $ (0.25) | $ 0.87 | $ 0.75 |
Discontinued operations (in dollars per share) | $ 0 | $ (0.39) | $ (0.37) | [1] | $ (1.63) | $ (0.38) | $ (1.99) | [1] | $ (1.68) | $ (1.90) | $ 0.09 |
Participating shares | |||||||||||
Denominator: | |||||||||||
Weighted average shares outstanding, basic (in shares) | 8,978 | 8,978 | 8,978 | [1] | 8,978 | 8,978 | 8,978 | [1] | 8,978 | 8,978 | 8,978 |
Basic income (loss) per share: | |||||||||||
Continuing operations (in dollars per share) | $ 0.37 | $ 0.07 | $ 0.30 | [1] | $ 0.12 | $ 0.44 | $ 0.42 | [1] | $ 0.30 | $ 0.87 | $ 0.75 |
Discontinued operations (in dollars per share) | $ 0 | $ 0 | $ 0 | [1] | $ 0 | $ 0 | $ 0 | [1] | $ 0 | $ 0 | $ 0.09 |
[1] | See Note 2 to the Unaudited Consolidated Financial Statements entitled Correction of Prior Period Financial Statements |
Income Taxes Narrative (Details
Income Taxes Narrative (Details) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate (percentage) | 27.70% | 27.30% |
Federal statutory income tax rate (percentage) | 21.00% |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accrued compensation and benefits | $ 5,736 | $ 14,863 |
Accrued professional fees | 1,109 | 1,449 |
Accrued commissions | 2,361 | 1,980 |
Accrued taxes | 1,883 | 2,686 |
Accrued music and FCC licensing | 1,138 | 2,315 |
Accrued publisher fees | 2,763 | 2,213 |
Accrued national representation fees | 1,138 | 1,276 |
Due to sellers, business combinations | 3 | 26 |
Deferred rent | 0 | 2,139 |
Dividends payable | 2,212 | 2,162 |
Accrued other | 1,531 | 1,640 |
Accrued expenses and other current liabilities | $ 19,874 | $ 32,749 |
Lease and Other Commitments - N
Lease and Other Commitments - Narrative (Details) | 1 Months Ended | |||
Sep. 30, 2015USD ($)siterenewal_optiontower$ / site | Jun. 30, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 01, 2015market | |
Lessee, Lease, Description [Line Items] | ||||
Deferred gain | $ 6,511,000 | |||
Operating lease, lease not yet commenced | $ 2,100,000 | |||
Term of contract, lease not yet commenced | 20 years | |||
Rating Service Agreement with Nielsen | ||||
Lessee, Lease, Description [Line Items] | ||||
Remaining minimum amount committed | $ 13,600,000 | |||
Other Broadcasting Services | ||||
Lessee, Lease, Description [Line Items] | ||||
Remaining minimum amount committed | 800,000 | |||
Business Management Platform | ||||
Lessee, Lease, Description [Line Items] | ||||
Remaining minimum amount committed | $ 9,500,000 | |||
Tower Sale | ||||
Lessee, Lease, Description [Line Items] | ||||
Number of radio towers sold | tower | 43 | |||
Number of radio tower sites sold | site | 41 | |||
Number of local markets | market | 28 | |||
Term of lease | 35 years | |||
Initial term of lease | 20 years | |||
Number of renewal options | renewal_option | 3 | |||
Renewal term | 5 years | |||
Rent expense | $ 41 | |||
Operating lease expense per site per annum | $ / site | 1 | |||
Deferred gain | $ 6,600,000 |
Lease and Other Commitments - C
Lease and Other Commitments - Consolidated Balance Sheet Impact (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Lessee, Lease, Description [Line Items] | |||
Operating lease right-of-use assets | $ 41,785 | ||
Operating lease liabilities | 44,786 | ||
Accumulated deficit | (25,775) | $ (25,735) | |
Total liabilities and stockholders’ equity | $ 1,012,723 | $ 987,267 | |
Weighted Average Remaining Lease Term | |||
Operating leases | 6 years 5 months 15 days | 6 years 4 months 9 days | |
Weighted Average Discount Rate | |||
Operating leases | 7.08% | 7.04% | |
ASU 2016-02 | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease right-of-use assets | $ 41,785 | $ 42,801 | |
Deferred rent | 0 | (2,111) | |
Operating lease liabilities | 44,786 | 45,728 | |
Accumulated deficit | 0 | (816) | |
Total liabilities and stockholders’ equity | $ 44,786 | $ 42,801 | |
Weighted Average Discount Rate | |||
Operating leases | 7.04% | ||
Discontinued Operations | ASU 2016-02 | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease right-of-use assets | $ 2,600 | ||
Operating lease liabilities | $ 2,600 |
Lease and Other Commitments - O
Lease and Other Commitments - Operating Lease Maturity (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Leases [Abstract] | |
2019 (remainder) | $ 5,379 |
2020 | 9,154 |
2021 | 7,383 |
2022 | 6,504 |
2023 | 5,308 |
Thereafter | 14,837 |
Total lease payments | 48,565 |
Less: imputed interest | (10,290) |
Add: deferred gain sale leaseback transaction | 6,511 |
Total | $ 44,786 |
Lease and Other Commitments -_2
Lease and Other Commitments - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 2,988 | $ 5,938 |
Short-term lease cost | 15 | 30 |
Variable lease cost | 2 | 8 |
Total lease cost | $ 3,005 | $ 5,976 |
Lease and Other Commitments - S
Lease and Other Commitments - Schedule of Supplemental Cash Flow Related to Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 3,208 | $ 6,082 |
Right-of-use assets obtained in exchange for lease obligations: | ||
Operating leases | $ 996 | $ 3,622 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Reportable Segment Results (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |||
Segment Reporting Information [Line Items] | ||||||
Net revenue | $ 113,088 | $ 105,319 | [1] | $ 206,770 | $ 193,302 | [1] |
Direct operating expenses | 75,590 | 72,722 | [1] | 144,219 | 137,078 | [1] |
Depreciation and amortization | 5,897 | 4,409 | [1] | 12,405 | 8,792 | [1] |
Corporate expenses | 7,370 | 7,290 | [1] | 12,957 | 12,939 | [1] |
Stock-based compensation | 660 | 246 | [1] | 1,536 | 436 | [1] |
Transaction costs | 128 | 678 | [1] | 276 | 837 | [1] |
Business realignment costs | 0 | 0 | [1] | 4 | 0 | [1] |
Impairment of long lived and intangible assets | 231 | 0 | [1] | 231 | 0 | [1] |
Net gain on sale and retirement of assets | (21) | (388) | [1] | (2) | (398) | [1] |
Operating income | 23,233 | 20,362 | [1] | 35,144 | 33,618 | [1] |
Capital expenditures | 3,896 | 4,336 | 8,928 | 8,756 | ||
Operating segments | Advertising | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenue | 91,483 | 86,306 | 165,799 | 157,849 | ||
Direct operating expenses | 60,621 | 58,582 | 115,508 | 111,234 | ||
Depreciation and amortization | 3,159 | 2,704 | 6,257 | 5,374 | ||
Corporate expenses | 0 | 0 | 0 | 0 | ||
Stock-based compensation | 41 | 39 | 133 | 67 | ||
Transaction costs | 0 | 0 | 0 | 0 | ||
Business realignment costs | 0 | 0 | ||||
Impairment of long lived and intangible assets | 231 | 231 | ||||
Net gain on sale and retirement of assets | 0 | 0 | 0 | 0 | ||
Operating income | 27,431 | 24,981 | 43,670 | 41,174 | ||
Capital expenditures | 1,906 | 2,576 | 5,284 | 5,439 | ||
Operating segments | Townsquare Interactive | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenue | 15,288 | 11,685 | 29,495 | 22,480 | ||
Direct operating expenses | 10,274 | 8,269 | 20,101 | 15,813 | ||
Depreciation and amortization | 125 | 109 | 246 | 224 | ||
Corporate expenses | 0 | 0 | 0 | 0 | ||
Stock-based compensation | 23 | 8 | 59 | 15 | ||
Transaction costs | 0 | 0 | 0 | 0 | ||
Business realignment costs | 0 | 0 | ||||
Impairment of long lived and intangible assets | 0 | 0 | ||||
Net gain on sale and retirement of assets | 0 | 0 | 0 | 0 | ||
Operating income | 4,866 | 3,299 | 9,089 | 6,428 | ||
Capital expenditures | 126 | 77 | 199 | 85 | ||
Operating segments | Live Events | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenue | 6,317 | 7,328 | 11,476 | 12,973 | ||
Direct operating expenses | 4,695 | 5,871 | 8,610 | 10,031 | ||
Depreciation and amortization | 133 | 135 | 278 | 271 | ||
Corporate expenses | 0 | 0 | 0 | 0 | ||
Stock-based compensation | 2 | 7 | 25 | 9 | ||
Transaction costs | 0 | 0 | 0 | 0 | ||
Business realignment costs | 0 | 0 | ||||
Impairment of long lived and intangible assets | 0 | 0 | ||||
Net gain on sale and retirement of assets | 0 | 0 | 0 | 0 | ||
Operating income | 1,487 | 1,315 | 2,563 | 2,662 | ||
Capital expenditures | 0 | 3 | 1 | 5 | ||
Corporate and Other Reconciling Items | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenue | 0 | 0 | 0 | 0 | ||
Direct operating expenses | 0 | 0 | 0 | 0 | ||
Depreciation and amortization | 2,480 | 1,461 | 5,624 | 2,923 | ||
Corporate expenses | 7,370 | 7,290 | 12,957 | 12,939 | ||
Stock-based compensation | 594 | 192 | 1,319 | 345 | ||
Transaction costs | 128 | 678 | 276 | 837 | ||
Business realignment costs | 4 | 0 | ||||
Impairment of long lived and intangible assets | 0 | 0 | ||||
Net gain on sale and retirement of assets | (21) | (388) | (2) | (398) | ||
Operating income | (10,551) | (9,233) | (20,178) | (16,646) | ||
Capital expenditures | $ 1,864 | $ 1,680 | $ 3,444 | $ 3,227 | ||
[1] | See Note 2 to the Unaudited Consolidated Financial Statements entitled Correction of Prior Period Financial Statements |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) | 6 Months Ended |
Jun. 30, 2019segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Number of operating segments | 3 |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - USD ($) $ in Thousands | May 24, 2019 | Jun. 29, 2018 | May 24, 2018 | Jun. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2018 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Payments to acquire business | $ 6 | $ 3,724 | ||||
Taste Of Country Productions LLC | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Minority interest percentage | 30.00% | |||||
Payments to acquire business | $ 1,300 | |||||
Music Festivals | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Gain (loss) on sale of business | 400 | |||||
Discontinued Operations, Disposed of by Sale | Music Festivals | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Proceeds from sale | $ 10,000 | |||||
Gain (loss) on sale of business | $ 400 | $ 400 | ||||
Discontinued Operations, Disposed of by Sale | Heartland Group, LLC And Subsidiary NAME | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Consideration received | $ 23,500 | |||||
Discontinued Operations, Disposed of by Sale | NAME | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Gain (loss) on sale of business | $ (1,800) | |||||
Discontinued Operations, Disposed of by Sale | Mountain Jam | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Gain (loss) on sale of business | $ 1,200 | |||||
Discontinued Operations, Disposed of by Sale | Mountain Jam | Mountain Jam, LLC | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Controlling interest percentage | 70.00% |
Discontinued Operations - Compo
Discontinued Operations - Components of Assets and Liabilities Related to Discontinued Opertations (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Discontinued Operations and Disposal Groups [Abstract] | ||
Accounts receivable | $ 0 | $ 9 |
Prepaid expenses and other current assets | 22 | 435 |
Property and equipment, net | 0 | 1,874 |
Intangible assets, net | 0 | 3,843 |
Goodwill | 0 | 13,602 |
Current assets of discontinued operations | 22 | 19,763 |
Accounts payable | 0 | 89 |
Deferred revenue | 0 | 6,688 |
Accrued expenses and other current liabilities | 3,968 | 361 |
Current liabilities | 3,968 | 7,138 |
Net (liabilities) assets | $ (3,946) | $ 12,625 |
Discontinued Operations - Com_2
Discontinued Operations - Components of Operations Related to Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |||
Discontinued operating costs and expenses: | ||||||
Net loss from discontinued operations, net of income taxes | $ 84 | $ (6,959) | [1] | $ (7,080) | $ (37,015) | [1] |
Discontinued Operations | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Net revenue | 13,512 | 23,924 | 13,520 | 30,167 | ||
Discontinued operating costs and expenses: | ||||||
Direct operating expenses | 13,883 | 27,568 | 14,786 | 40,278 | ||
Depreciation and amortization | 0 | 655 | 208 | 2,613 | ||
Stock-based compensation | 13 | 4 | 13 | 10 | ||
Transaction costs | 10 | 0 | 10 | 0 | ||
Impairment of long lived and intangible assets | 0 | 0 | 10,016 | 37,973 | ||
Net (gain) loss on sale and retirement of assets | (508) | 734 | (1,946) | 422 | ||
Discontinued operating income (loss) | 114 | (5,037) | (9,567) | (51,129) | ||
Interest expense, net | 0 | 0 | 0 | 1 | ||
Other income, net | 0 | (12) | 0 | (24) | ||
Income (loss) from discontinued operations before income taxes | 114 | (5,049) | (9,567) | (51,152) | ||
Provision (benefit) for income taxes | 30 | 1,910 | (2,487) | (14,137) | ||
Net loss from discontinued operations, net of income taxes | $ 84 | $ (6,959) | $ (7,080) | $ (37,015) | ||
[1] | See Note 2 to the Unaudited Consolidated Financial Statements entitled Correction of Prior Period Financial Statements |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 05, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | [1] | Jun. 30, 2019 | Jun. 30, 2018 | [1] | Dec. 31, 2018 |
Subsequent Event [Line Items] | ||||||||
Dividends declared (in usd per share) | $ 0.075 | $ 0.075 | $ 0.150 | $ 0.150 | ||||
Dividends declared, but not paid during the period | $ 2,212 | $ 2,212 | $ 2,162 | |||||
Subsequent event | ||||||||
Subsequent Event [Line Items] | ||||||||
Dividends declared (in usd per share) | $ 0.075 | |||||||
Dividends declared, but not paid during the period | $ 2,100 | |||||||
[1] | See Note 2 to the Unaudited Consolidated Financial Statements entitled Correction of Prior Period Financial Statements |
Uncategorized Items - tsq063019
Label | Element | Value | |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Adjusted Balance | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestAdjustedBalance1 | $ 383,351,000 | |
Noncontrolling Interest [Member] | |||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Adjusted Balance | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestAdjustedBalance1 | 1,121,000 | |
AOCI Attributable to Parent [Member] | |||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Adjusted Balance | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestAdjustedBalance1 | (532,000) | |
Common Stock [Member] | |||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Adjusted Balance | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestAdjustedBalance1 | 185,000 | |
Retained Earnings [Member] | |||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Adjusted Balance | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestAdjustedBalance1 | 15,536,000 | |
Additional Paid-in Capital [Member] | |||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Adjusted Balance | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestAdjustedBalance1 | 367,041,000 | |
Accounting Standards Update 2014-09 [Member] | |||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 2,271,000 | [1] |
Accounting Standards Update 2014-09 [Member] | Retained Earnings [Member] | |||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 2,271,000 | [1] |
Accounting Standards Update 2016-02 [Member] | Retained Earnings [Member] | |||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (816,000) | [2] |
[1] | See Note 3 | ||
[2] | See Note 13 |