Good morning, and welcome to Townsquare's Third Quarter 2018 Conference Call. As a reminder, today's call is being recorded and your participation implies consent to such recording. At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation.

[Operator Instructions] With that, I would like to introduce the first speaker for today's call Claire Yenicay, Executive Vice President. Ma'am, you may proceed..

Thank you, operator and good morning to everyone. Thank you for joining us today for Townsquare’s third quarter financial update. With me on the call today are Dhruv Prasad and Bill Wilson, our Co-Chief Executive Officers and Stuart Rosenstein, our CFO and Executive Vice President.

Please note that, during this call we may make statements that provide information other than historical information, including statements relating to the company's future prospects.

These statements are considered forward-looking statements under the Safe Harbor provision of the Private Securities Litigation Reform Act of 1995 and are subject to risks and uncertainties that could cause actual results to differ materially from those projections.

These statements reflect the company's beliefs based on current conditions, but are subject to certain risks and uncertainties that are detailed in the company's annual report on Form 10-K filed with the SEC and we incorporate these by reference for this call.

We may also discuss certain non-GAAP financial measures, including adjusted EBITDA and makes certain pro forma adjustments. Such non-GAAP financial measures should be used in conjunction with all the information contained in the quarterly and year end reports available on our website. At this time, I would like to turn the call over to Dhruv Prasad..

Thank you, Claire. Good morning, everyone and thank you for joining us today. Last month Bill and I completed the first year of our partnership as Co-CEOs of Townsquare and this marks the fourth earnings call that we have led since our management transition in October of 2017.

As such, it is a natural point for us and for you to take stock of the state of Townsquare. In short, we're proud that we have executed the strategic plan that we described to you at the beginning of this year and exceptionally pleased with the financial performance our company has delivered over the last year.

Let's start with our financial performance. In the third quarter of 2018 our net revenue and adjusted EBITDA came in at the high-end of our previously issued guidance range with net revenue increasing 1.9% and adjusted EBITDA increasing 6.9% compared to the prior year.

In the nine months ended September 30, 2018 our net revenue increased 2.4% and adjusted EBITDA increased 6.7% compared to the prior year. As we've discussed previously, we closed on the acquisition of three radio stations in Princeton, New Jersey on July 2.

The acquired assets which were a tuck-in to our existing New Jersey footprint are off to a solid start under our ownership and are performing in line with our expectations in the acquisition case that we underwrote for this deal.

Pro forma for the acquisition of these stations third quarter net revenue increased 0.3% and adjusted EBITDA increased 4.6% over the prior year and our year-to-date net revenue increased 1.8% and adjusted EBITDA increased 5.8% over the prior year period.

Political revenue has come in strong this year and we are outpacing the political revenue received in the comparable 2014 election cycle. In the year-to-date period we have booked $4.3 million of political revenue, 32% ahead of 2014's $3.3 million of political revenue for the same period.

We've seeing particular strength in Montana where political spending has shattered all time records due to the highly competitive Senate race as well as significant spending in our Texas, Michigan, New York, New Jersey, and Maine markets.

In addition to the favorable geography we also credit or political success this year to the proactive sales approach we've taken to increase our share of political advertising.

In the fourth quarter we anticipate approximately $5.5 million to $5.6 million of political revenue which would translate to approximately $9.8 million to $9.9 million of political revenue for the full-year, as compared to $8.1 million in 2014.

And since today is of course Election Day we hope that when this call concludes all of you will head to the polls to renew our democracy and exercise your right to vote.

As a result of our strong performance so far this year and in light of our Q4 outlook we expect to be at the upper end of our previously issued net revenue and adjusted EBITDA guidance range for 2018 and we'll revise guidance to reflect this. Inclusive of today's results we have met or exceeded our EBITDA guidance in each of the last four quarters.

Our strong results in 2018 have been driven by our disciplined execution of the four-point strategic plan that we first described to you at the start of the year and that we described in detail in our shareholder letter.

First, we reoriented the company almost entirely around our local execution, meaning the business we operate in our 67 small and medium-size markets a strategy we dubbed Local First.

Building from our strong competitive position in these markets we made operating investments in content and particularly in sales talent and these investments have yielded results.

So far this year we have achieved our goal of stabilizing total broadcast revenue and are seeing sequential improvements in certain core categories, particularly in Local Direct.

We have also made selective and accretive acquisitions to support and grow our small and medium-sized local market footprint first in Pittsfield, Massachusetts in late 2017 and then Princeton, New Jersey and Utica, New York in 2018.

Second, we reduce the complexity, volatility, and seasonality in our business, which was accomplished through the reorganization of our non-market focused live events and national digital businesses in late 2017 and the divestiture of North American Midway Entertainment, which we completed in May 2018.

This eliminated a significant amount of currency, weather, and government policy risk, reduced our CapEx and meaningfully improved the free cash flow profile and EBITDA margins of our company. Third, we made investments in 2018 to fuel the continued acceleration of our two primary growth drivers, Townsquare Interactive and Townsquare Ignite.

Together, these businesses continue to deliver strong profitable growth fueling our performance in 2018 and providing a pathway to future growth as we build these internal organizations further.

In a few minutes I'll turn the call over to Bill and he will provide more context and detail on Townsquare Interactive and share why we are so excited for the future of that business. And fourth, we've continued to focus on the product innovation and experimentation that's been a hallmark of Townsquare since our inception in 2010.

In 2018 this has taken the form of first party data analytics and broadcast measurement and attribution through our partner Analytic Owl.

Analytic Owl's attribution tool enables clients to directly correlate their broadcast advertising campaign to quantifiable uplift in web traffic, a form of attribution that digital has been able to deliver for years but that broadcast can now match.

We are in the early innings of the development of this capability and excited to further develop and refine this product which demonstrates to our agency and local clients the effectiveness of broadcast advertising.

We believe this type of initiative has the power to fundamentally change the prior perception of broadcast not just for Townsquare, but for the radio and television industries broadly.

Briefly on our balance sheet, as of September 30 our net leverage defined as net debt to EBITDA was 5.3 times, a slight reduction from the end of Q2 and consistent with our plan over the course of this year.

We expect further reductions in our net leverage through cash flow from operations generated in the fourth quarter as well as year-over-year EBITDA growth.

We continue to have liquidity on hand to invest in attractive growth opportunities that meet our investment criteria with nearly $50 million in cash as of the end of the third quarter and another undrawn revolver capacity of $50 million. We also announced our next dividend payment will occur on February 15.

With that, I'll turn the call over to Bill who is going to discuss Townsquare Interactive in more detail..

Thanks Dhruv, and thanks to all of you for joining us on the call today.

As Dhruv summarized, we are pleased and proud to report strong third quarter and year-to-date results that are reflective of the progress Townsquare has made across our product set over the course of the last 12 months with our Local First focus and particularly as it relates to the continued impressive growth in our digital business, Townsquare Ignite and Townsquare Interactive.

For the first time last quarter we broke out the revenue results of Townsquare Interactive which we refer to as TSI our subscription-based digital marketing solutions business.

As a result we thought it would be helpful to provide some additional context as you review that disclosure and our continued growth in this business which is central to our operating plan for Townsquare.

As you will see in the information we have provided our quarterly filings, we are on a current annual run rate of approximately $50 million in revenue and we believe we can roughly double that run rate over approximately the next five years. As a reminder, we operate this business with contribution margins similar to our core broadcast operations.

We launched TSI in 2012 in direct response to an employee concern that was raised during a town hall team meeting in one of our local markets, St. Cloud, Minnesota. This employee mentioned that although we had great digital advertising products she was facing a significant customer objection.

Businesses in her city were not happy with the quality and presentation of the website. As such, they didn't want to buy advertising that directed potential customers to their websites.

Townsquare Interactive's initial product offering includes the development and hosting of desktop and mobile websites in order to solve that specific problem for our local clients.

Over time the Townsquare Interactive product suite has evolved to include Over time the Townsquare director product suite has evolved to include services such as search engine optimization, online directory optimization, online reputation management, social media management services and e-commerce functionality among other solutions.

Our TSI business has grown significantly on a completely organic basis. In 2012 we started with less than 1000 subscribers, all within our radio markets and generated about $1 million in revenue.

Fast forward to the end of Q3 2018, and our subscriber base increased to approximately 14,500 clients with roughly half of those subscribers outside of our local market footprint, as we have demonstrated that we can compete and win business even in markets where we do not own media assets.

We added approximately 850 net subscribers in the third quarter, roughly equal to the number of net subscribers we added in the second quarter of this year. This represents a meaningful acceleration from 2017 where we added on average approximately 400 net subscribers per quarter.

The acceleration in net subscriber adds was driven by an increase in sales velocity as well as a reduction in churn which has been a key focus of the TSI management team over the past 12 months.

Looking forward into 2019 we expect to continue at the higher growth trajectory and as a result expect approximately 3000 net subscriber adds over the course of the next year. We are often asked what differentiates Townsquare Interactive from competitive businesses, and the answer is threefold.

First, just as in our other digital and live event businesses we have a significant strategic advantage with our local sales team and their long-standing sales relationships that we have cultivated in our local markets across the country.

This allowed us to launch TSI six years ago and quickly build a critical mass of customers that would not have been possible without the efforts of and the advantages we derive from our local sales teams. Fast forward several years later and the opportunity for growth is as strong as ever.

On average, we have a couple hundred clients in each of our markets, yes on average there are over 7000 SMBs operating in our markets. So the opportunity for future penetration of this marketplace is substantial.

At the same time, while we were able to incubate this product in our markets, we have also proven now we can be successful outside of our Townsquare markets. As I mentioned previously, half of our customers are outside of our Townsquare markets, a base that we have built organically over the last severe years.

Second, it is important to highlight that TSI is a full service solution and not a self-service model.

Our typical customer is a small business with less than 15 employees, most of the time they do not have the internal resources or expertise to handle website production and digital presence management nor do they have the financial resources to spend on much more expensive agency delivered solutions.

Our full service solution delivered at an attractive price and without the significant set of charges by some of our competitors addresses this market segment very well.

Finally and remaining with the important theme of customer service, we believe TSI delivers a better customer experience through end to end control and ownership from sales development to fulfillment, to renewal and retention.

Townsquare Interactive was originally built from the content management system which we organically developed to operate our own branded medial websites which was built from the ground up by Townsquare's world class product and engineering team.

Our investment in engineering and technology and development has been considerable and it has created not only TSI, but Townsquare Ignite and has proven to be a significant competitor, differentiator to the broadcast, print and digital competitors in our markets.

In our markets we often compete with other local media companies who go to market with a similar product with one very important difference. While their sales reps may generate the lead and sell it, these companies most often outsource fulfillment to a third-party because they do not own the product.

They are simply white labeling someone else's solution. Not only does this give up margin points as the business scales, but these companies typically lose the critical touch point of ongoing customer interaction. Our experience is that this leads to inefficient communication, poor customer service and ultimately no retention.

We believe our customer service is best in class. It reinforces the local sales relationships in our markets and it leads to significantly higher retention rates than we have seen in the rest of the industry. We are very excited about the business we have built at TSI over the last several years and strongly believe that the future is bright.

Consistent with the plan that Dhruv and I laid out in the past we have continued to expand our sales force and service teams to drive further growth and now have over 440 employees at our TSI base in Charlotte, North Carolina.

We will continue to focus on making investments in TSI that drive growth and this strategy will be the central focus of our business in 2019.

Townsquare Interactive together with Townsquare Ignite and our other digital solutions have delivered double-digit revenue growth in 2018 and we believe that we are well positioned for continued strong revenue growth with our digital solutions for 2019, 2020, and beyond.

With that, I will now turn the call over to Stu who will walk through our financial results..

Thank you, Bill and good morning everyone. As a reminder, over the past 12 months and in connection with the strategic review that we conducted in late 2017, we completed several divestitures as well as a discontinuation of certain portions of our business.

The results of these businesses have been reclassified to discontinued operations for the kind and historical periods and the results can be found in our quarterly filings on Form 10-Q. All the financial results that we will discuss today are related to continuing operations.

In addition, the third quarter and year-to-date results I will discuss today are pro forma for the acquisition of three radio stations in Princeton, New Jersey as if they had occurred in the beginning of the reporting and comparison periods.

Please refer to the tables included in our earnings release which provided GAAP results and pro forma results as well as our non-GAAP performance measures. Unless otherwise stated, all of the financial results discussed will be pro forma for these completed acquisitions.

For the third quarter ended September 30, 2018 net revenue increased $300,000 or 0.3% to $214.1 million as compared to the third quarter of 2017. This was at the high-end of our previously issued guidance of $111 million to $115 million. In the year-to-date period net revenue increased $5.7 million or 1.8% as compared to the prior year period.

We had another strong political quarter increasing political revenue from approximately $200,000 in the third quarter of 2017 to approximately $2.3 million in the third quarter of 2018. Political has been strong for us this year with year-to-date political revenue of $4.3 million exceeding the 2014 election cycle by $1.1 million.

Excluding political revenue, net revenue increased $2.6 million or approximately 1% in the year-to-date period as compared to the same period last year.

However, that is partly muted by the intentional revenue decline in our live events business that we budgeted for and indicated to you throughout the year and which declined 19% in the year-to-date period.

As a reminder, we streamlined our live events portfolio at the end of 2017 in a series of moves that were intended to maximize growth and profits and margins from our live events business.

Not only have we achieved that goal this year with live events profit margins more than doubling in 2018 for the year-to-date period as compared to the same period last year but we have also significantly reduced the CapEx required, the risk profile, and seasonality of the business.

Excluding live events revenue, net revenue increased 7.3% in the third quarter and 5.7% in the year-to-date period as compared to the same period last year. Excluding both political and live events revenue pro forma net revenue increased 5.1% in the third quarter and 4.6% in the year-to-date period as compared to the same period of 2017.

Total direct operating expenses decreased 1.7% in the third quarter and were approximately flat in the year-to-date period compared to the same periods of last year. The expense decline in the third quarter was driven primarily by expense reductions in our live events business and our national digital businesses.

As a reminder, following 2017 strategic review, we elected to restructure our national digital business and streamline our live events business which resulted in a smaller live event schedule for 2018.

These operating expense declines were partially offset by the investments we've been making in our digital products and sales team largely related to Townsquare Interactive and Townsquare Ignite. Corporate expenses increased 7.4% in the third quarter and 7.8% in the year-to-date period compared to the same periods of 2017.

This was due to an increase in headcount expenses. Adjusted EBITDA for the third quarter of 2018 was $27.8 million at the extreme high end of our guidance range of $27 million to $28 million. This represented an increase of approximately $1.2 million or 4.6% from the prior year period.

In the year-to-date period adjusted EBITDA increased $4.0 million or 5.8% to $73.7 million compared to the first nine months of 2017. Net interest expense for the third quarter of 2018 increased $410,000 or 5.0% compared to the third quarter of 2017 as a result of the increase in LIBOR rates.

For the quarter ended September 30, 2018 our provision for income taxes was approximately $3.7 million. We'd like to remind you that the provision for income taxes included on the base of the income statement is for GAAP financial statement purposes only.

We maintain significant tax attributes, including $137 million of NOL carry forward and other substantial tax yields related to the tax amortization of our intangible assets. We continue to believe that we will not be a material cash tax payer until approximately 2024.

For the third quarter of 2018 on an as reported GAAP basis net income from continuing operations increased $2.7 million or 38.6% to $9.8 million or $0.35 per diluted share as compared to net income per diluted share of $0.25 in the prior year period. As of September 30 our total debt balance was $562.4 million.

Our total cash balance was $49.6 million and we had revolver capacity of $50 million. Our net leverage as of September 30 declined to 5.3 times based on a trailing 12-month adjusted EBITDA of $96.2 million. We expect our net leverage to continue to decline in the fourth quarter and anticipate year end net leverage will be below 5.2 times.

Yesterday the Board approved our next quarterly dividend distribution which will be payable on February 15, 2019 to shareholders of record as of December 27. The declared dividend is $7.05 per share which would equate to $0.30 per share on an annualized basis. This represents a dividend yield of over 4% at our current share price.

We are confident that with our existing cash balance, anticipated cash flow generation and undrawn revolver capacity, we will have sufficient liquidity available to us over the next 12 months to operate our business and service our dividend and debt obligations in the ordinary course.

Now turning to guidance, we expect to be at the upper end of our previously issued net revenue and adjusted EBITDA guidance range for 2018. For the full year 2018 on a pro forma basis, we are tightening our revenue guidance to be between $427 million to $430 million which includes an expected $9.8 million to $9.9 million of political revenue.

This compares to our previous guidance of $425 million to $430 million. For adjusted EBITDA we are also tightening our EBTIDA guidance to be between $96.5 million to $98 million as compared to our previous guidance of $96 million to $98 million which we had previously revised upwards on our last call.

For the fourth quarter this implies a net revenue range of approximately $102 million to $105 million representing growth of approximately 2% to 5% and adjusted EBITDA range of $23 million to $24 million representing growth of approximately 1.5% to 8%.

This guidance incorporates the full year impact of the Princeton New Jersey assets that we acquired in July. For reference, please refer to the table in our press release to obtain quarterly pro forma net revenue and adjusted EBITDA in previous quarters. And with that, I will now turn the call back over to Dhruv..

Thanks Stu and thank you to everyone who dialed in this morning. In summary, we’re extremely pleased with Townsquare’s performance so far this year.

As we close out the end of 2018 and turn our attention to 2019, our business priorities will remain largely consistent, delivering stable results from our live events and broadcast businesses and maximizing our digital revenue growth opportunity led by Townsquare Ignite and Townsquare Interactive, both of which we believe can grow into a $100 million businesses over approximately the next five years.

We look forward to discussing our 2019 plan with you in more detail on our next call and in our annual shareholder letter. As always we welcome the opportunity to discuss Townsquare with you directly, so please call us any time with questions or just to check in. And with that we're now happy to open up the line for questions.

Operator, will you please open up the call?.

Thank you. [Operator Instructions] Our first question comes from the line of Leo Kulp with RBC Capital. Please proceed with your question..

Good morning guys. Thanks for taking the questions.

Just a couple, first you saw accelerating non-political revenue growth this quarter, what was the driver there? Is that primarily Ignite and then what are you seeing on the auto side and then as you look at the 2019 for the live events business in your anniversary, some of the changes that you made, should we expect that you'll see some underlying growth in that business next year? Thank you..

Hey Leo good morning. Thanks for the question. This is Dhruv. So just taking those in turn the drivers of the - really the drivers of the business in Q3 and as we expect going into Q4 are Townsquare Interactive and Townsqure Ignite both of which are driving really strong growth for us as they have all year.

On the auto side, we saw stable auto in Q3 which has been pretty much stable throughout the year.

And then lastly as it relates to your live events question, as you know and as I think we've talked about in the past, we really operate that business focused on direct profit, so revenue fluctuates but what we expect from direct profit is low to mid single digit direct profit growth in 2019..

Got it. Thanks Dhruv..

You bet. Thanks Leo..

Thank you. Our next question comes from the line of Michael Kupinski with Noble Capital Markets. Please proceed with your question..

Good morning and thank you for taking our call. This is Tarun Aswani on behalf of Mike Kupinski.

Can you please give us some color on how your data attribution business Analytic Owl performed in the last quarter, particularly how advertisers are using the tool, whether there are tweaks that need to be made such as the time lapse use from the advertising to the web traffic and if advertisers are asking for additional tool sets that this segment could provide?.

Sure, good morning it's Bill Wilson. We're having great adoption of Analytic Owl.

We have a white label of this Townsquare analytics and to your point what we're doing is twofold, one measuring the effectiveness of our broadcast schedules and advertising for clients and then optimizing that schedule based on day parts or endorsements or other elements of that.

And the second important component that we use Analytic Owl for is testing creative, testing different creative, testing different male, female different segments, different lengths and proving quite valuable to clients and a real differentiator in our markets for our sales team. In terms of it there's things that are lacking, no.

I mean, we find it extremely effective. The one thing we are doing is we're overlaying which we've talked about previously on this call our owned first party data called data squared which is proprietary but not a lacking attribution about Analytic Owl..

Okay, thank you very much..

You’re welcome..

Thank you. [Operator Instructions] Our next question comes from the line of Jim Goss with Barrington Research. Please proceed with your question..

Good morning. If you go back even a few years and talked about M&A, the response was always that everything was - the multiples were always too high.

More recently, you've had a pretty good flow of acquisitions most recently, the Princeton ones, and I'm wondering if you could talk about how that whole situation has changed in terms of the multiples that are available and the numbers of properties that might be available and how long is that runway? And could you even look at maybe one of the bigger or the smaller groups that might complement your properties?.

Hey Jim, its Dhruv, I'll take that one. As we're always on the - we’re always looking for attractive M&A opportunities. I think in the last 12 months we have found three that met both of our price criteria as well fit our market profile.

The market profile target that we look at, so that was a happy circumstance where three deals have come together in the last 12 months, two of them importantly were tuck-in acquisitions to existing markets which is a high on the priority list in terms of allocation of capital.

It’s hard to predict how that will come together and what the flow will be over the course of the next 12 months. We continue to be very active on the M&A side. We've probably seen more potential deal flow.

We've probably seen more potential deal flow this year than we have in a couple of years, so that to some extent accounts for our activity, but I do think the big unknown out there is still deregulation and what might occur in terms of ownership consolidation as a result of that.

So I think there will be - while there is good deal flow today I think to some extent people are waiting, sellers are potentially waiting to see what happens with new FCC rules..

Okay and as a corollary, could you discuss even a broad multiple range that you might see on the low and high end right now?.

Yes, I think it’s probably somewhere between 6 and 8 depending on the situation, depending on the quality of the assets..

Okay, thanks and my other question relates to TSI.

We had followed at least one of the company that had somewhat of a similar strategy in somewhat similar sized markets and I’m wondering what the competitive environment is for you with the services you’re providing and what sort of pricing power you seem to be having? Can you make even modest annual adjustments for example and what we have to create some upward momentum in that area aside from just more clients?.

Hey Jim, it's Bill. So twofold, the competitive landscape which I think we touched on, on the call is quite attractive for us. There are clearly competitors out there but very few who have their own solution in-house, as I mentioned on the call built from the ground up with our engineering and product team.

What we mostly see our people who are selling it but are while labeling some of the outsourced solution and even when somebody does sell their own, they don’t have the scale and the customer service infrastructure we have. So that’s been a real competitive advantage for us as we noted on the call.

Our net ads in Q3 were 850 similar to our net ads in Q2 which is a stair step function up from the prior 12 months which was averaging about 400.

To your question about price points, we’ve seen ARPU increase consistently throughout this year as well as compared to next year, so to your point we expect that to continue and we’re seeing nice ability to do so as we add services to our Townsquare suite of services..

Alright, thank you very much..

You are welcome..

Thanks, Jim..

Thank you. Ladies and gentlemen we have come to the end of our time for questions. I’ll turn the floor back to Mr. Prasad for any final comments..

Wonderful, thank you everyone for dialing in this morning. We appreciate your attention on such a busy day and we look forward to talking to you again in a few months..

Thank you. This concludes today’s teleconference. You may disconnect your lines at this time. Thank you for your participation..