Good morning and welcome to Townsquare’s Year-end 2020 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..

Thank you, operator, and good morning to everyone. Thank you for joining us today for Townsquare’s fourth quarter and year-end financial update. With me on the call today are Bill Wilson, our CEO; 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 expectations, plans and 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 these statements.

These statements reflect the company’s beliefs based on current conditions, but are subject to certain risks and uncertainties, including those that are detailed in the company’s annual report on Form 10-K for the year ended December 31, 2020 filed with the SEC.

We may also discuss certain non-GAAP financial measures, including adjusted EBITDA, adjusted net income and adjusted operating income, which we may refer to as profit in our remarks.

Such non-GAAP financial measures should be used in conjunction with all the information contained in the quarterly, year-end and current reports available on our website.

I would also encourage all participants to go to our corporate website at www.townsquaremedia.com and download our investor presentation, as Bill will reference some of those slides during our discussion this morning. At this time, I would like to turn the call over to Bill Wilson..

Thank you, Claire, and thank you all for joining us this morning. 2020 was an incredibly challenging and turbulent year. But it was also an extremely rewarding year. Over the past 12 months, I've continually thank the entire Townsquare team for their hard work, best effort and dedication.

Our team worked tirelessly and with great passion throughout the pandemic to help our company, by helping local advertisers and businesses as well as by keeping our local communities inform and entertain at a time when both needed at the most.

We would not be reporting our strong finish to the year without the amazing and inspiring effort of our entire Townsquare team across the country. As we said internally, throughout 2020, we strived to perform the best when it mattered the most. Perform the best for our own team members, our clients, our communities and our partners.

I'm proud to say that our fourth quarter financial results reflect that performance as they exceeded our goals and expectations. And as we look at 2021, we believe that we will continue to see strong improvement and strong results in our business.

My goal for Q4, as outlined on our Q3 earnings call was to cut our revenue declines by half, from negative 15% in Q3 to negative 7.5% in Q4. I am very proud that we outperform this goal, reducing our net revenue year-over-year decline to just negative 3.2% in the fourth quarter.

It is also important to note that we experienced sequential net revenue improvement on an ex political basis in each month of Q4 as compared to the prior year as our business continued to rebound each month better impressively, because we outperformed fourth quarter revenue expectations and carefully managed expenses.

We delivered year-over-year growth of plus 8.4% in fourth quarter adjusted EBITDA. Let me say that again.

In the face of all the challenges of the pandemic during Q4, as COVID cases and deaths were rising, the Townsquare team was able to increase adjusted EBITDA by plus 8.4% over fourth quarter of 2019 to $27 million, which also represented a plus 54% increase from Q3 2020 adjusted EBITDA.

Clearly, our business rebounded quite nicely and consistently, starting in Q2, and continuing through Q4. And I am glad to report that the strong rebound is currently continuing into Q1 2021.

Just as important, if not more important than our 2020 financial results was the acceleration of Townsquare's transformation into a premier local media and digital marketing solutions company.

Although we are very proud of our roots and DNA in local radio, and we are proud to call it radio, not audio, we became a digital first company in 2020, which was reflected in our digital revenue and digital profit growth in 2020. Later in the call, Stu will highlight the new capital structure that we put in place at the beginning of this year.

But what was very eye opening to me during our bond offering process was the lack of clear understanding of our digital strategy, our digital assets and our consistent year-over-year digital revenue and profit growth ever since we became a public company.

To that end, we have updated our Investor Presentation to better reflect and communicate the vision of our Townsquare transformation and our digital first orientation. And I wanted to share a few highlights from that presentation with you this morning.

As you will see on the opening slide of the presentation, we have updated our company description to more accurately reflect Townsquare. It now reads Townsquare is a community focused digital media, digital marketing solutions and radio company focused outside the top 50 markets in the United States.

Our assets include Townsquare Interactive, a digital marketing services subscription business providing websites, search engine optimization, social platforms, and online reputation management for SMBs.

Townsquare Ignite, a proprietary digital programmatic advertising technology with an in-house demand and data management platform; and Townsquare media, our portfolio of 322 local terrestrial radio stations with corresponding local news and entertainment websites and apps along with a network of national music brands.

As you are aware, we have three financial segments; Advertising, Townsquare Interactive and Live events. And I thought it would be helpful if I quickly walk you through Slide 5 of our investor deck as it breaks down the key operating components behind those three segments.

Our Advertising segment is composed of digital advertising and broadcast advertising. Given digital advertising is growing faster, plus 5% in Q4 2020 versus Q4 2019, I will start there. Our digital advertising is made up of primarily two solutions. The first is Ignite, which is our digital programmatic technology platform.

The second is AMPED, which is monetizing our owned and operated digital brands. On the far left column of Slide 5, you will see the revenue specifics for Ignite, which in 2020 was $53 million in digital advertising revenue, an increase of plus 11% versus 2019.

As we have previously stated, this solution has a normalized profit margin of approximately 30%. We believe our success with Townsquare Ignite is multifaceted. Yet one strong differentiator for us is that we have our own solution. The entire ad tech and offering is in-house. We own and control the customer relationship from end-to-end.

From creating the right messaging creative to the activation and optimization of the client campaigns to the detailed in depth client reporting, which leads to a better customer experience and higher client retention rates. Townsquare Ignite is an essence, a client's full service digital agency.

Moving one column over to AMPED, which is digital advertising are owned and operated network of digital brands made up of over 340 websites and 350 mobile apps, which together delivered a highly engaged audience of 58 million unique visitors on a monthly basis in 2020, an all-time record set during the pandemic.

In 2020, the digital advertising revenue generated by AMPED was $39 million. Combined Ignite and AMPED generated $92 million in digital advertising revenue in 2020. The remaining component of our advertising segment is our 322 local radio stations, which in 2020, generated 185 million in ex political broadcast revenue.

As we detailed throughout 2020, broadcast revenue ex political declined as much as 51% in April 2020, and was down negative 46% for Q2 overall, compared to 2019. That improved in Q3 to negative 29% and improved again in Q4 to negative 19%.

According to metrics published by Miller Kaplan, in 2020, we outperformed the industry and local radio spot sales by 180 basis points and total spots sales by 120 basis points in our markets that they measure and track.

Additionally, we also outperform the industry and total revenue in the market surveyed by Miller Kaplan, which includes both total spot revenue and total digital revenue.

Thus, as it relates to our Advertising segment, I trust it is clear that we have an ad scale and quickly growing digital advertising component and a mature strong broadcast advertising component.

I expect post-COVID that our broadcast advertising revenue will return to 2019 levels, while digital advertising revenue will accelerate its current growth rate.

And to back up that belief, I am very pleased to share that our expectation in Q1 is that year-over-year digital advertising revenue growth will accelerate from plus 5% in Q4 2020 to plus 10% in Q1 2021. It is also worth pointing out that in Q1 2020 digital advertising revenue was over 3 million higher than Q1 2019.

As it relates to broadcast advertising ex political, our current expectation is that our negative 19% decline in Q4 2020 will improve to negative 13% in Q1 2021.

In total, our Advertising segment continued the path of sequential improvement to close out 2020, narrowing revenue declines from negative 38% year-over-year in Q2 to negative 17% in Q3, and negative 4% in Q4. Our improvement was broad based across the segment, a sequential improvement on nearly every revenue line.

The third component of our digital solutions is our digital monthly subscription business, Townsquare Interactive. Townsquare Interactive was built to be recession resistant subscription business, and in 2020 it delivered on that promise, growing revenue, profit and subscribers throughout the pandemic, truly impressive accomplishment.

Townsquare Interactive provides an important and valuable resource for small business owners, which translated to strong financial results for Townsquare. In 2020, Townsquare Interactive net revenue increased plus 14% and profit increased plus 10% over prior year.

In the fourth quarter, TSI's net revenue growth accelerated to plus 16% and profit growth accelerated to plus 24%, each is compared to the prior year. Townsquare Interactive generated strong profit margins throughout the year, with 2020 margins of 30% translating to $21.1 million of profit for Townsquare Interactive.

We added approximately 3,750 net subscribers in 2020, setting an all time record. And now we have added 850 or more net subscribers per quarter for 11 consecutive quarters. We ended the year with approximately 22,750 subscribers. At the end of 2020, approximately 57% of our subscribers are outside of our local market footprint.

We are able to accomplish this because we have an approximately 200 person inside sales team based within TSI's headquarters in Charlotte, which houses a total team of TSI personnel of approximately 600 people, what an amazing team.

We believe that Townsquare Interactive is still incredibly under penetrated within our local market footprint, and importantly, as well as within our additional local markets of similar size and demographics. Townsquare Interactive's addressable market is significant.

If you would turn to Slide 10 of our Investor Presentation, I would like to take the opportunity to walk you through it. There are a little over 28 million businesses nationwide. Given that we focus on markets outside the top 50 cities that eliminates over 16.5 million businesses which gets us to 11.5 million businesses.

We then put a few additional important filters on the SMBs we target for Townsquare Interactive. The first filter is businesses with 20 or fewer employees. The second filter is companies with annual revenue of $5 million or less.

We then exclude certain types of businesses we have determined over the years are not ideal fit for our solutions, which include real estate agents, banks and other types of businesses. And lastly, we include only privately independently owned businesses.

After applying all of those filters, that equates to over 8.8 million target customers for Townsquare Interactive. At a $300 per month ARPU, that equates to an estimated $32 billion total addressable market for Townsquare Interactive, incredible.

In fact, we are planning on adding a second location for Townsquare Interactive in the Western U.S in order to capture this opportunity. Our original timeline for opening this location in 2020 was sidelined when the pandemic hit. But we plan to open this location once the pandemic is fully in America's rearview mirror.

With our existing subscriber base, current sales momentum and significant market opportunity, I am confident in reaffirming our expectation that Townsquare Interactive will achieve $100 million in annual net revenue at roughly a 30% profit margin within 2 to 3 years.

The next slide I will turn your attention to is arguably the most important one, Slide #7, which clearly demonstrates Townsquare's transformation into a digital first company in 2020. Even during a pandemic, and the resulting recession, we have been able to grow our profitable digital revenue from $99 million in 2017 to $162 million in 2020.

Pre-pandemic, our digital revenue was growing plus 27% in 2019. And although I am very proud of our plus 6% digital growth last year during a pandemic, I am confident post-pandemic we will again return to strong double-digit revenue growth.

With $162 million of profitable digital revenue in 2020, that translated to 44% of our total revenue coming from digital even in a political year.

On Slide 7, in addition to noting the consistent year in and year out growth of our digital revenue since 2016, you can also see a comparison to other broadcasters who have already reported their 2020 results. No other company listed is above 20% and Townsquare is at 44%.

And important to note our digital growth is 100% organic as we have built all of our digital solutions in-house with one of our greatest assets which is our product and engineering team, truly world class. It is just a matter of time before our digital revenue will be over 50% of our total revenue.

Yet we believe that will just be a pits top to 60%, 70%, 80%, etcetera, given the continued digital revenue growth of Townsquare.

The last slide from our Investor Presentation I will highlight is Slide #6, which spotlights the net revenue ex political ex live event recovery by quarter in 2020, along with our digital growth, and importantly our year-over-year profit growth in Q4 2020.

As you can see starting on the top row, net revenue ex political ex live events was negative 31% in Q2, negative 16% in Q3, and negative 9% in Q4 compared to the prior year periods. Given our current outlook, I expect in Q1 2021, we will reduce that further to negative 2% and negative 3% year-over-year.

We believe Townsquare is on the verge of a full revenue recovery. In the middle row, you will see our digital revenue results. Townsquare Interactive revenue was plus 14% in 2020 versus 2019 and currently we are expecting plus 15% in Q1 2021.

Townsquare Ignite revenue was plus 11% in 2020 versus 2019 and our current expectation is that improves in Q1 2021 to plus 12%. And taken all together, our digital revenue grew plus 6% in 2020 to comprise 44% of our total company revenue. And our current expectation is to double that and have plus 12% growth in digital revenue in Q1 2021.

On the bottom row, we have outlined adjusted EBITDA for each quarter of 2020 with the highlight being plus 8% growth in Q4 2020 over Q4 2019. That is the result of Townsquare team is most proud of, adjusted EBITDA growth of plus 8% during the depths of the pandemic.

As you can also see on Slide #6, we are expecting adjusted EBITDA growth in Q1 2021 of plus 16% to plus 22% growth over Q1 2020 and also profit growth over Q1 2019. Thanks for allowing me to go through a few of the slides at our Investor Presentation.

I do highly encourage all current and potential investors to review the presentation in full detail on their own. And of course, please reach out to me if you have any questions. Before I hand the call over to Stu, I'd like to outline our strong positions as we begin 2021.

We materially narrowed our year-over-year revenue declines throughout 2020 from negative 35% in Q2 to negative 3% in Q4. We also returned to adjusted EBITDA growth a plus 8% in Q4. And we enhanced our operating leverage through careful expense and cash management that allowed us to generate positive cash flow from operations in 2020.

At the end of the year, we also addressed our balance sheet, which Stu will discuss in much greater detail shortly. Replacing our debt with a single tranche of 6.875% paper [ph] that does not mature until 2026.

And finally, and importantly, we were able to address the large equity overhang that Oaktree Capital's majority ownership of Townsquare presented. On March 9, 2021, we repurchased 100% of Oaktree's outstanding shares and warrants in Townsquare for $6.40 per security.

As you are all very well aware, Oaktree has been a longtime investor of the company, and this transaction represents a natural conclusion to their investment. We previously announced in January that we would repurchase a minimum of 10 million shares.

And I'm very, very pleased we instead repurchased and retired all 12.6 million shares and warrants of Oaktree, representing 26% more than we previously committed to buying.

This resolves this significant overhang of Oaktree's long dated investment, which we have often heard from current and prospective investors is an impediment to investing and building a position in Townsquare.

Based on current share counts, the transaction is accretive on a free cash flow per share and adjusted earnings per share basis in excess of 70%. At 10 million shares the repurchase would have been accretive by approximately 50%. The aggregate purchase price of the share repurchase was $80 million and was funded with cash on hand.

Following the repurchase, the company has 16.1 million shares outstanding, inclusive of common stock and warrants.

Since we announced the share buyback on January 25, we have seen Townsquare's stock price increased by 34% through March 12, a 65% premium to the buyback price, evidence the market support of this transaction and more importantly, Townsquare's future.

With that, I'll turn the call over to Stu, who is going to discuss our financial results in much, much greater detail. Take it away, Stu..

Thank you, Bill, and good morning, everyone. We ended the year with strong fourth quarter financial results that exceeded our original expectations, driven by continued improvement in our advertising, and Townsquare Interactive segments as well as a record amount of political revenue.

In total, fourth quarter net revenue decreased only 3.2% over the prior year period to $108.5 million, a 13.8% improvement from Q3 of 2020's net revenue. 2020 annual net revenue declined 13.9% versus the prior year to $371.3 million.

Political revenue, which was a record setting $9.3 million in the fourth quarter and $16 million in 2020, exceeded 2016's Presidential year political revenue by 78%. Excluding political revenue, fourth quarter net revenue declined 10.2% and full year revenue declined 17% as compared to the prior year periods.

In the fourth quarter, Townsquare Interactive subscription business continue to improve as TSI's fourth quarter subscription revenue increased 16.3% over the prior year, up from 14.5% in Q3. In 2020, TSI subscription revenue increased 14.4% over the prior year to $70.4 million.

In addition, Townsquare Interactive continues to deliver profit growth with 2020 profit increasing 10.1% versus the prior year to $21.1 million, which corresponds to a 30% profit margin.

Importantly and impressively, Townsquare Interactive grew net revenue and subscribers in each and every month of 2020, demonstrating its resilience and we believe it's importance to SMBs. In the fourth quarter, Advertising net revenue declined 4.5% or 12.9% excluding political revenue as compared to the prior period.

This representing a meaningful improvement from Q3's year-over-year decline of 17.2% and 21.4% excluding political. Our digital advertising solutions net revenue increased approximately 5% in the fourth quarter as compared to the prior year period, and achieved growth in the full year period as well.

The net revenue growth of our digital advertising solutions was led by Townsquare Ignite, which was up 11% for the full year.

[Indiscernible] advertising net revenue improved materially in the fourth quarter from the third quarter, narrowing declines from down 45% in the second quarter to down 23% in the third quarter, and only down 7% in the fourth quarter. Each is compared to the prior year periods.

Excluding political we saw the same trends in broadcast advertising from negative 46% in the second quarter to down only 29% in the third quarter and down 19% in the fourth quarter. Once again, Live Events net revenue declined nearly 100% versus the prior year in the fourth quarter, as we are still not hosting live events due to the pandemic.

Fortunately, we pruned and right sized the Live Events portfolio in 2018 and 2019 to align with Bill's local first strategy, resulting in a largely variable cost basis. Therefore Live Events Q4 direct operating expenses decreased approximately 93% versus the prior period, and the loss was minimal for the quarter totaling approximately $123,000.

For the year, Live Events net revenue declined 86% to $2.5 million, almost entirely generated in the first quarter pre-pandemic and Live Events direct operating expenses declined 84% compared to the prior year period, resulting in a positive adjusted operating income of $240,000 nearly a 10% profit margin.

In total, fourth quarter direct operating expenses decreased 4.5% compared to the fourth quarter of the prior year. This was driven by the Live Events expense decreases as well as 5% decrease in advertising direct operating expenses, partially offset by an increase in Townsquare Interactive's direct operating expenses of 13%.

The full year had similar trends, with total direct operating expenses declining 6% year-over-year, driven by the declines in Advertising and Live Events expenses that were partially offset by growth in TSI expenses.

Declines in Advertising direct operating expenses were driven by our cost reduction efforts enacted earlier this year due to the pandemic, and reduction of the variable expenses such as sales commissions. Perhaps the most important number that we report today is adjusted EBITDA.

Due to our improved revenue performance and capital expense management, adjusted EBITDA returned to year-over-year growth in the fourth quarter, increasing 8.4% to $27 million. This is a 54.4% improvement from Q3 2020 adjusted EBITDA of $17.5 million.

In 2020, adjusted EBITDA declined 39.3% to $62.1 million, but importantly, was positive in each quarter of 2020.

Due to the prepayment that we made in the first half of the year to our term loans and the repurchase of a portion of our bonds as well as lower LIBOR rates, interest expense for the fourth quarter declined approximately 6.2% or $500,000 compared to the prior period and 7.2% or $2.4 million in the full year period.

For the fourth quarter, net income from continuing operations was $4.5 million, or $0.15 per diluted share as compared to net loss from continuing operations of $78.2 million, or $4.28 per diluted share in the fourth quarter of 2019. For 2020, net loss from continuing operations was $80.6 million, or $4.46 per diluted share.

Net loss was driven by approximately $107 million of non-cash impairment charges to our intangible assets, and specifically our FCC licenses, primarily due to the impact of the COVID-19 pandemic. I'd like to [indiscernible] that we expect the value of these FCC licenses to continue to be reduced over the coming years.

This is a result of the fact that we no longer include 100% of our revenue streams when supporting the value of our FCC intangible assets. We no longer include the digital revenue and profit of Townsquare Interactive and Townsquare Ignite, our largest digital revenue streams. These digital revenue streams continue to outpace our radio spot sales.

This formula of trends will continue. This write-down of the decades old purchase price calculations has no bearing on our cash position, operating revenues, operating expenses, our profitability, or our future prospects.

They're nothing more than the non-cash accounting charges affecting only the purchase price allocations made when we bought our radio station assets back into 2010 to 2013 periods. Adjusted net income per share, which adjust for non-recurring items and is detailed in our earnings release was $0.28 per share in 2020.

We'd like to remind you that the provision for income taxes included on the face of our income statement is for GAAP financial statement purposes only. We maintain significant tax attributes, including $168 million of federal net operating loss carryforwards and other substantial tax shields related to the tax amortization of our intangible assets.

We continue to believe that we will not be a material cash taxpayer until approximately the year 2026.

In 2020, we generated positive cash flow from continued operations of approximately $31.9 million and $60.4 million prior to interest payments demonstrating Townsquare's strong cash flow generation ability and our capital expense management during the pandemic. In 2020, CapEx declined $4.7 million, or 24% compared to the prior year.

We ended the year with $83.2 million of cash on our balance sheet, or reduction of less than $2 million from the year ended 2019, this despite reducing long-term debt by $14.7 million, making $4.2 million of payments to our dividends prior to eliminating the quarterly dividend and also making a $28.5 million interest payments throughout the year.

On January 6, we completed our previously announced $550 million senior secured notes offering. The proceeds of which we use to repay our outstanding term loans and our 6.5% senior notes in their entirety. The offering was very well received and was significantly oversubscribed. This allowed us to exceed our original pricing expectations.

The new notes which would show on February 1, 2026, bear an interest rate of 6.875% and are currently trading well above par. Last week, we completed our buyback of Oaktree's stock of Townsquare at $6.40 per share. As Bill previously mentioned, we completed the repurchase of 100% of their ownership interest in our company.

Following the transaction, we had approximately $27.5 million of cash on hand, which we anticipate will continue to grow throughout the year. Given our strong cash generation abilities, we are confident operating the business at these cash levels.

Going forward, our capital allocation priorities will be to invest on a local business to organic internal investments, and to reduce our net leverage with the medium term net leverage goal in the low 4x. Prior to the pandemic, we're well on a path to achieving our net leverage goal.

Although achievement of that goal has been delayed, it's still a primary focus and we're confident in our ability to achieve it given our assets strong cash generation characteristics. We'll continue to evaluate local media acquisitions as and when they arrive, but we will have a very high bar in order to transact.

As a reminder, our M&A criteria, target local media assets to capture the number one or number two radio revenue share in the market that are located -- these have to be located in healthy, stable markets that are outside of the top 50 markets.

They have to have lower economic volatility and some stabilizing institutions, such as universities, military bases or state capitals. In addition, we'd only acquire local media properties that we believe would fuel our local growth and allow us to deploy a digital playbook.

Turning to our first quarter outlook, we expect first quarter net revenue to decline approximately 2% to 3%, excluding events and political to be between $87,000 million and $88 million, an improvement from Q4's ex political, ex Live Events net revenue decline of 9%.

As a reminder, in Q1 2020, we had $2.4 million of Live Events net revenue and $1.3 million of Political revenue. We expect first quarter adjusted EBITDA to be between $18 million and $19 million, which is an approximately 16% to 22% improvement over the first quarter of 2020 and represents growth over 2019 adjusted EBITDA ex Live Events.

And with that, I will now turn the call back over to Bill..

Thank you, Stu, and thank you to everyone who dialed in this morning. I am very, very proud of the results we delivered in 2020 in the face of unprecedented challenges, and the solid foundation we have built together as a Townsquare team.

As we have stated on earlier calls, our goal during this pandemic has been to balance cost reductions with the opportunity for long-term growth. We want to be the best position to emerge from this downturn more quickly and more efficiently than our competitors.

And we believe that this strategy together with our diversified and differentiated in-house proprietary product offering ensures that we will be. Our agenda and focus has not changed since I became the CEO in October 2017.

We want to continue to be the best-in-class and entertaining and informing our audiences and communities, while super serving local businesses with world class marketing and advertising solutions to help them grow their businesses. Our goal is to be the best and largest local media company serving markets outside the top 50 in the U.S.

To maximize our potential, we want to continue to work and collaborate on being the easiest company to work with from an external perspective, treating clients and partners like friends and the best to work for from an internal perspective. Our DNA is local radio.

And when we just say as I get this question a lot from investors, particularly over the past year, for our own company and our listeners and our communities, it's not audio. It is truly local companionship, providing local information, local entertainment and local personalities. And that is why we love it. And that is why we call it local radio.

But although our DNA and roots are in local radio, and we still love and embrace local radio, in 2020, we became a digital first company and our revenue growth in digital revenue and digital profits during a pandemic and resulting recession demonstrated that fact. Our Townsquare team performed the best what mattered the most.

Our team kept moving forward continually through 2020. Even though at times it did not always feel like it, but as we shortly close out Q1 and move into Q2 2021, we believe our flywheel is clearly moving forward and gaining greater momentum each month and each quarter.

Over the next couple of months, the large majority of Americans who choose to be vaccinated will be able to do so. As you are aware over 100 million vaccines have been administered.

And based on last Thursday's announcement, every American adult that wants to get vaccinated by May will be able to do so, clearly great and meaningful progress in the last 30 days. In addition, our government again has passed extensive 2021 stimulus measures for working class Americans as well as SMBs.

I believe the combination of government stimulus and a readily available vaccine will propel our economy to great strength in 2021 and 2022, which will also support growth in our own Townsquare business.

As we continue to execute our local first strategy in 2021, we remain confident about the future of Townsquare and our revenue and profit growth prospects. And we hope that you share in our enthusiasm. As I shared earlier, in Q1 2021, we expect to be on the verge of a full revenue recovery back to 2019 levels.

As a reminder, I hope and expect to be only a percentage point or two from Q1 2019 revenue levels ex Live Events. Therefore, as you hear us discuss our business recovery moving forward, our primary focus will be to compare our 2021 results to 2019 levels, as any comparisons to 2020 pandemic depressed levels will be in our view somewhat irrelevant.

And that is what the Townsquare team is 100% focused on returning to 2019 levels. And once 2019 levels are accomplished, then continually growing from there. In the words of Drake, one of the biggest artists in the world, we'll see what's about to happen next. So stay tuned. Be well and as we say internally, stay Townsquare strong.

And with that, operator, please open the call for any questions..

Yes. First of all, congratulations on your solid quarter. It was really good.

Anyway, you may have already mentioned this, but what was political in Q4, and then since we're on the subject of political, there's a number of broadcasters that have indicated that they felt that given the races that we're likely to see, particularly in the Senate and gubernatorial races in 2022, that they expect political to be above 2020 levels.

And I was wondering if you have any preliminary thought on that as well?.

Thank you, Michael. It's Bill. Hope you’re well. In Q4, our Political revenue was $9.3 million. So for the full year that was $16 million, which was by far and away our largest year ever. As you may recall, on average in a political year, we do about $10 million in revenue, I think we did $9 million in 2019, roughly.

And in a awful year, we expect $2 million to $3 million. So we do not expect anywhere near in 2020 levels, 2021. In 2021, we expect again $2 million to $3 million. For context, our expectation in Q1 for Political is a few $100,000, call it $400,000 in Q1.

So definitely quite different than those who own assets may be in Georgia and some of those other critical states that you mentioned..

Got you. You provided discussing your Interactive business in the midst of the pandemic.

Are you back at full fare as of before? And if so, how much of the Q4 revenues came from price increases? And then, if you can give us a little labor on Q1 revenue estimates, I know that you're saying 15% plus growth in TSI, does that include the prospect of adding another 100 -- 850 subs or more in the quarter? I'm just wondering, can you give us some flavor on that?.

Sure. Thank you, Michael. Yes, Townsquare Interactive couldn't be more pleased with team's performance throughout the pandemic. As we've said, every quarter posted revenue and profit gains year-over-year.

As you just alluded to on our Q3 earnings call, we highlighted that in the -- particularly in the depths of the pandemic, April, May, June, some of the markets that we're in were hit later. In the summer, we provided discounts to Townsquare Interactive customers. We believe that was the right thing to do.

For some of them, it was in essence a couple months free. For others, it was taking it down substantially. The great thing is 86% of those who we gave discounts to remained in business and then continued back at their regular rate post that discount. So that increase of 16% in Q4 that you noted for Townsquare Interactive was the return to full pricing.

For the year, we were up 14% $70 million in revenue, $21 million in profit. So really pleased. As you know, Michael, pretty much every year for the last 5 years, we've added $10 million top line approximately and $3 million bottom lines at Townsquare Interactive.

So as we go into Q1, to your question about what we expect in terms of net ads, we expect 850 net ads in Q1 as we had in Q4. It's obviously a little less days with February and some holidays in Q1. So that's where we expect to be and that would equate to a increase of 15% in revenue year-over-year for Townsquare Interactive.

And then as we noted at the end of the call, in terms of total revenue, net revenue ex Live Events, ex Political, we're expecting and we are focused on a full revenue recovery in Q1 of '21, we're expecting to be down just a couple of percentage points off of '20.

And our real goal moving forward, and when we talk in future calls coming up for q1, we're going to be comping ourselves at least internally and externally against 2019.

So net revenue, ex Live Events, we're hoping to give you also a couple of percentage points off of 2019 levels in Q1, and Townsquare Interactive is definitely a part of that, as is our total digital offering..

That's terrific. One final question.

In terms of Live Events, what are you planning in terms of 2021? Are you kind of making plans now to kind of ramp that back up in the second half of this year? Or what are your thoughts on Live Events?.

Yes, we're obviously very cautiously optimistic.

As I noted earlier on the call, the rapid change in terms of the vaccine distribution in the last 30 days from what we're seeing ourselves, but also from what we're hearing from our communities and our clients has really changed the mindset which is great for our overall business in terms of optimism with now 100 -- I think it's 107 million vaccines distributed as of yesterday.

Certain states, including Connecticut and Mississippi and others are now starting to say as of April 5. Mississippi already I know Connecticut this morning announced April 5, any adult will be able to get vaccinated, so no restrictions for different classes, which I think you'll continue to see those states move to that.

So as it relates to Live Events, interesting, we have actually applied from some permits during the pandemic, with the expectation that we'd get the permits, but then delay the actual event date.

And we actually got approval for a event in Texas in May, which right now we would be planning, that would be our first live event of any size, we'd obviously practice the appropriate health protocols, but that would be our first. We're expecting a little bit in Q2, very few, literally a handful.

And then my expectation to your point is the back half of the year doesn't return to normal. But in 2019, we did $16 million in revenue, maybe we get to $5 million for the year or type of thing and then return to full growth in 2022 for Live Events.

You've probably seen some companies like Live Nation and others are already announced outdoor shows this summer. So we're definitely cautiously optimistic. The numbers I just provided, you could definitely improve as we head into the back half of the year..

Great and congratulations again. I'll let others ask questions. Thank you..

Thank you, Mike. I appreciate [indiscernible]..

Your next question comes from the line of Jim Goss with Barrington Research. Please proceed with your question..

Thanks much.

Do you plan any changes in your financial strategies following the Oaktree exit? In particular, does this provide any greater opportunity to achieve those that dramatic decrease in your overall leverage that you're targeting?.

Yes. I mean, it's good to hear from you, Jim. Thanks for asking the question. I'll turn it to Stu in a minute. But as you know, we were very focused and continue to be focused on delevering and we made much progress from 2017 to 2019. We ended, I believe, 2019 in roughly the mid 4s in terms of net leverage.

And our goal was to be in the low 4s, and we were progressing steadily there. And quite honestly, we're very confident we would have achieved that this year. Obviously, the pandemic set us back from a EBITDA perspective.

Really happy with our new capital structure and the tranche of bonds that we talked about on the call and fully expect and are focused on delevering again, back to the mid 4s, and then down from there.

Obviously, that's going to take some time where it's going to happen primarily through EBITDA growth, which, as we just alluded to, with Q4 EBITDA growth in 2020, we're quite pleased with that with plus 8% growth. Then we obviously just indicated our expectation for Q1 '21 EBITDA growth, which was quite strong as well over '20.

Stu, anything else you would add as it relates to leverage and the capital structure?.

No, that really covers it all. The one thing I would like to mention is that, are we -- putting out a dividend permanently basically offsets the small increase that we have in our new capital structure. So from a reduction of leverage standpoint, we're not really facing an increase in interest expense..

Maybe just to follow on what you just said Stu, with the dividend, is there any likelihood that it could be restored? Or do you think once you've gotten to this point, maybe that's a lower priority until we [multiple speakers]?.

We don't think -- that's a good question, Jim. We don't believe management is not in favor and we don't think we will bring the dividend back. For a company of our size, we think deleveraging and increasing our internal businesses and growing our digital businesses is much more important and much more valuable to the equity in this company..

Okay.

And secondly, Bill, I think we talked maybe a year or two ago, as Ignite was becoming more prominent that it got such good reception that perhaps you could even extend into other markets, either as a sale as technology, lessing technology or acting as an agent for other markets where you either compete, or you -- have we gone forward and added all?.

Great question, Jim. Yes, so for those who may not be as familiar with the Townsquare transformation, we originally were selling Townsquare Interactive, our subscription business only within our markets.

After a few years, our success in our markets we took are website and reputation in everything around Townsquare Interactive outside of our markets and have built an inside sales team as world class in Charlotte of roughly 200 sellers, who had been selling Townsquare Interactive subscription services, digital marketing solutions for, in essence the last 5 years.

As you just noted, Jim, we have shared publicly that during the pandemic, we started to test selling Ignite, which is digital programmatic advertising outside of our local market footprint. Up until the pandemic, we were only selling Ignite to our world class local sales team in our 67 local markets.

But given the success, and particularly in markets outside the top 50, we saw a significant competitive advantage with our Ignite.

The fact that it's all in-house, the amount of inventory we see across the internet, our opportunity to optimize that are often the opportunity to actually come up with the right message for the client and then build the creative. As I noted on this call, we in essence became a full service digital agency this year.

And so we did start selling Ignite through a test of our Charlotte tastes [ph] inside sales team. And I couldn't be more pleased with the early test results. It is early, so I just want to be cautious that it is, in essence, a team that started with two people in the first half of the year, we built that to eight people in the second half of the year.

And we think that just as we had success, with Townsquare Interactive being sold outside of our local market footprint, we're confident we'll be able to do the same with Ignite. I would expect in 2021, that could approach $5 million in revenue for Ignite outside of our markets.

And then from there '20, we would start to really scale this with a larger team. And a -- also put in place selling Ignite in our second Townsquare location as we build that out west at the end of the year.

So, really quite amazing opportunity for us on a dual front in terms of digital advertising and Ignite, as well as continuing our Townsquare Interactive, which I obviously on this call went to great lengths to outline the market opportunity of 8.8 million SMBs that fit our target profile.

So back to your question, Jim, yes, Ignite being sold outside our markets. We are and have started in the last 8 months doing that and expect to accelerate that through '21 and '22..

Okay.

And final question, do you have an aggregate EBITDA margin target you're hoping to achieve and sort of on a related basis to discuss the process of phasing in some of the necessary costs and expenses that you may have been cutting back during the pent up [ph]?.

Sure. I'll let Stu step in, but a lot of -- as a reminder, we determined in conjunction with the Board. When the pandemic really hit full throttle back in March and April, we made the conscious decision to make some cuts. But they were very, I'd say, small compared to what others may have done.

As you may recall, we laid off roughly 6% of our full time workforce, which was about 150 people which were primarily corporate related and support role. So you will see our corporate expense coming down in Q1 '21 and throughout '21.

But as Stu said, we're going to continue to invest and we didn't cut in our really core advertising and Townsquare Interactive areas because we wanted to be well situated for growth.

And I think that's one of the reasons quite honestly, we're not performing so well and on the verge of a full revenue recovery because we were able to not make those cuts and be well situated for the rebound.

Stu, do you want to talk about what expenses remain out and what you expect coming in as we move forward?.

Yes. So, yes, Jim, as you recall, we've mentioned overall, we probably proximately cut about $30 million of OpEx, non-OpEx cash out of the business on an annual basis. And we cut about 10%, we fire about 10% of our full time employee base. We've started adding them back to our digital businesses and our broadcast business where it makes sense.

A lot of the types of -- a lot of the types of cost savings, we hope to bring back like the matching of the 401-K employee contribution match. So of the approximately $30 million of cash out the door savings permanently will probably be between $15 million to $20 million of that. So almost two thirds of this.

We will probably from a gross -- answering your question on the gross profit margins. As you see in Q4, our EBITDA margin is playing almost 24.9%, almost hit back to 25%. And we're going to comp as Bill had mentioned, ourselves we are going to plan to be back into the low to mid 20% gross profit margins on an EBITDA basis going forward.

We're going to comp ourselves to 2019 level..

Okay, thank you very much. Appreciate it..

Thank you, Jim..

The next question comes from the line of Dennis Leibowitz with Act II Partners. Please proceed with your question..

Thanks. With respect to the Oaktree deal, I was wondering, I saw that simultaneously, you, Bill, sold a block of stock. I don't know if it had been restricted and wondered if you could explain that.

And also, what happens to the Board seats that Oaktree has?.

I did not sell a block of stocks. I saw that listed on a Bloomberg terminal. I know we looked into that and I believe had to correct it. But just for the public record, I did not sell any stock. I can't remember the last time I'd sold any, nothing in '20, nothing in '21. Just so that is definitely a inaccurate data point. I'm glad you asked that.

If anybody else was seeing that, that did not happen.

Stu, do you want to take the overall question?.

Yes. So from the -- from Oaktree leaving, there were a couple of ex Oaktree Partners, who decided to remain on the Board after they left Oaktree. They've been very supportive, very helpful. They're going to keep their seats. And as of this time, the managing director that's still at Oaktree is the only actual employee it's on the board.

He hasn't told us, he's been super supportive. He was been in this business since the -- since day one. He may decide to come off down the road, but he hasn't. So there's been no predetermined. There's been no predetermined change in the Board seat [indiscernible] for that..

Okay. Thanks for the clarification.\.

Excellent. Thank you, Dennis. Thanks for dialing in..

The next question is a follow-up from Michael Kupinski with NOBLE Capital Markets. Please proceed with your question..

Thank you. It's, Stu you mentioned the high bar in terms of radio acquisitions and the parameters.

I was wondering, can you talk a little bit about the parameters that you might have for digital acquisitions, if you have an appetite there?.

Sure, yes. I really defer to Bill, the only thing I have to say is we're going to have a high bar to digital because we can always kind of create it and develop it internally ourselves at much more economic basis as [indiscernible] Bill, this is your ….

Yes, and I think Michael, two for Tuesday, I'm glad you came back with a follow-up..

I believe as we talked about on prior calls, we're going to be the natural acquire of broadcast stations outside the top 50 markets. And I believe that will happen post-pandemic as recovery. I still believe D reg will happen.

I don't know if it will happen based on the ruling that's sitting with the supreme court now, but based on what we see day in and day out in our local communities. And in essence, the news deserts of journalism really receding and us moving into fill that void. I do think we will be an acquirer of local radio stations.

As I noted on this call, although we became a digital first company in 2020. We love local radio. It's part of our DNA and we will continue and always will be part of local radio and serving our communities.

As it relates to your question for digital acquisitions, as Stu said, the great thing about our business on the digital sizes, in addition to the growth is 100% organic.

We built all these solutions are owned and operated and if that I took the time to walk through on this call of monetizing our own audience that we have built from 1 million in 2011 to 58 million in 2020, to ignite our digital programmatic offering to Townsquare Interactive, we literally have a world class product and development team.

We actually added a dedicated slide in our investor deck to highlight that team. Thankfully, many of them of the 40 plus people, over half of them were with me at AOL and join me in 2010 when we came together to Townsquare. We had the benefit of working together for a long time.

We've looked at acquisitions in the programmatic space as a tuck into Ignite. We've also looked at acquisitions for Townsquare Interactive, there's some companies that focus on certain verticals like spas or restaurants or doctors, things like that. The multiple on those businesses have been literally 10x over plus revenue.

So 10 times out of minimum revenue. And obviously, we believe it would be best for us to continue to grow organically, particularly given the strong organic growth rate.

And I think our hope and expectation as we continue to perform and execute, and continue to, I think educate our investor base on our digital subscription business that our multiple goes up as a result of that. I think at one point, we were sharing the wicks comparable of 12x, 13x revenue.

And with Townsquare Interactive $70 million in revenue ending last year, that would be a $700 million market cap on a 10x just for that part of our business. And we're obviously valued well under that. So it's a high, high bar for acquisition.

We continue to see everything, thanks to Claire's great work, but I would not expect anything in the short-term on that front, but I could see coming post-pandemic, acquisitions in local media radio stations outside the top 50 markets as we go into '22 and '23..

Right. Thanks for that color. Appreciate it..

You're welcome, Michael. Thank you..

Ladies and gentlemen, we have reached the end of the question-and-answer session. And I would like to turn the call back to Mr. Bill Wilson for closing remarks..

End of Q&A:.

Thank you, operator and thank you to everyone who dialed in today. And most of all, I want to thank our Townsquare team for their passionate, inspired and perseverance performance over the last 12 months that put us in this position of a full revenue recovery moving forward post-pandemic.

I would also remind all of our shareholders that we put our annual shareholder on our website. So in addition to downloading our investor deck, which I encourage you to do, I would encourage you to also read our annual shareholder letter which is now available. Be safe, be well and talk to you soon. Take care..

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