Townsquare Reports Q3 Results

Digital Represents 55% of September YTD Total Net Revenue and Total Segment ProfitReduced Debt by $17 million Since the February 2025 Refinancing PURCHASE, N.Y., Nov. 10, 2025 (GLOBE NEWSWIRE) -- Townsquare Media, Inc. (NYSE: TSQ) (“Townsquare”, the "Company," "we," "us," or "our") announced today its financial results for the third quarter ended September 30, 2025. “I am pleased to share that Townsquare’s third quarter results met our previously issued net revenue and Adjusted EBITDA guidance, reflecting our team’s hard work in the current macroeconomic environment. In the third quarter, net revenue decreased -4.5% year-over-year excluding political, and -7.4% in total, meeting our guidance, and Adjusted EBITDA decreased -2.0% year-over-year excluding political, and -13.5% in total, also meeting our guidance. Importantly, due to our strong expense management, Adjusted EBITDA margins excluding political improved year-over-year, despite revenue declines. In addition, our third quarter net loss was $5.5 million,” commented Bill Wilson, Chief Executive Officer of Townsquare Media, Inc. “In the first nine months of 2025, Townsquare’s total Digital net revenue increased +2.1% year-over-year, representing 55% of the Company’s total net revenue, and Digital Segment Profit increased +3.6% year-over-year, operating at a 26% profit margin, and representing 55% of our total Segment Profit. In particular, I’d like to highlight the strong performance of our Direct Digital Advertising revenue streams (including the direct sales of our owned and operated digital properties and our programmatic offering), which increased +7% year-over-year in the third quarter, partially offsetting the significant short-term headwinds we are currently facing due to the deterioration in online audience trends; and the strong profit performance of Townsquare Interactive, which delivered Segment Profit growth of +21% year-over-year in the third quarter (+$1.1 million) and +19% year-over-year in the September year-to-date period (+$3.0 million).” Mr. Wilson continued, “Despite numerous headwinds that we have encountered, we are proud that the execution of our Digital First Local Media strategy has allowed us to deliver excellent results for our clients, while also producing strong cash flow from operations due to the thoughtful and deliberate management of our expense base. Since our successful February refinancing, we have applied our cash flow towards organic investment in our digital growth engine and debt repayment, while also maintaining our high yielding dividend. Since the refinancing, we have reduced our outstanding debt by $17 million, including $6 million of Term Loans which we repurchased at a discount in the third quarter. Looking forward, we remain confident in our ability to build shareholder value for our investors through long-term net revenue, Adjusted EBITDA and cash flow growth, net leverage reduction, and future dividend payments,” concluded Mr. Wilson. The Company announced today that its Board of Directors approved a quarterly cash dividend of $0.20 per share. The dividend will be payable on February 2, 2026 to shareholders of record as of the close of business on January 26, 2026. As of the last closing price that reflects a dividend yield of approximately 13%. Segment ReportingWe have three reportable operating segments, Digital Advertising, Subscription Digital Marketing Solutions, and Broadcast Advertising. The Digital Advertising segment, marketed externally as Townsquare Ignite, includes digital advertising on our digital programmatic advertising platform and our owned and operated digital properties, and our first party data digital management platform. The Subscription Digital Marketing Solutions segment includes our subscription digital marketing solutions business, Townsquare Interactive. The Broadcast Advertising segment includes our local, regional, and national advertising products and solutions delivered via terrestrial radio broadcast, and other miscellaneous revenue that is associated with our broadcast advertising platform. The remainder of our business is reported in the Other category, which includes our live events business. Third Quarter Results* As compared to the third quarter of 2024: Net revenue decreased 7.4%, and 4.5% excluding politicalNet (loss) income decreased $16.8 million from net income of $11.3 million to a net loss of $5.5 millionAdjusted EBITDA decreased 13.5%, and 2.0% excluding politicalTotal Digital net revenue decreased 1.8% Digital Advertising net revenue decreased 1.5%Subscription Digital Marketing Solutions (“Townsquare Interactive”) net revenue decreased 2.3% Total Digital Segment Profit decreased 6.8% Digital Advertising Segment Profit decreased 20.1%Subscription Digital Marketing Solutions Segment Profit increased 21.1% Broadcast Advertising net revenue decreased 13.8%, and 8.1% excluding political Net loss per diluted share was $0.36 and Adjusted Net Income per diluted share was $0.05Repaid $8.7 million of our Term Loan, including the voluntary repayment of $5.8 million at a discount to par Year-to-Date Highlights* As compared to the nine months ended September 30, 2024: Net revenue decreased 3.7%, and 2.3% excluding politicalNet loss decreased $31.0 million from net loss of $36.0 million to net loss of $5.0 millionAdjusted EBITDA decreased 3.8%, and increased 2.4% excluding politicalTotal Digital net revenue increased 2.1% Digital Advertising net revenue increased 2.6%Subscription Digital Marketing Solutions net revenue increased 1.1% Total Digital Segment Profit increased 3.6% Digital Advertising Segment Profit decreased 5.0%Subscription Digital Marketing Solutions Segment Profit increased 19.4% Broadcast Advertising net revenue decreased 10.8%, and 8.0% excluding political Entered into a five-year $490 million Credit Agreement, including a $470 million Senior Secured Term Loan Facility and a $20 million Revolving Credit FacilityRedeemed all of the Company’s outstanding 2026 Senior Secured Notes of $467.4 millionRepaid $11.6 million of our Term Loan, including the voluntary repayment of $5.8 million at a discount to parReduced outstanding debt by $16.6 million since the February 2025 refinancing, including a $5.0 million net reduction of the outstanding Revolving Credit Facility *See below for discussion of non-GAAP measures. GuidanceFor the fourth quarter of 2025, net revenue is expected to be between $105 million and $109 million, and Adjusted EBITDA is expected to be between $21.5 million and $23.5 million. For the full year 2025, net revenue is expected to be between $426 million and $430 million, and Adjusted EBITDA is expected to be between $88 million and $90 million. Quarter Ended September 30, 2025 Compared to the Quarter Ended September 30, 2024 Net RevenueNet revenue for the three months ended September 30, 2025 decreased $8.6 million, or 7.4%, to $106.8 million as compared to $115.3 million in the same period in 2024. Broadcast Advertising net revenue decreased $7.5 million, or 13.8%, and Digital Advertising net revenue decreased $0.6 million, or 1.5%, due to decreases in the purchases of advertising by our clients and political revenue, and Subscription Digital Marketing Solutions net revenue decreased $0.4 million or 2.3%, due to reduced sales velocity as a result of lower headcount. Excluding political revenue of $0.2 million and $3.7 million for the three months ended September 30, 2025 and 2024, respectively, net revenue decreased $5.0 million, or 4.5%, to $106.6 million, Broadcast Advertising net revenue decreased $4.1 million, or 8.1%, to $46.8 million, and Digital Advertising net revenue decreased $0.5 million, or 1.2%, to $40.2 million. Net (Loss) IncomeFor the three months ended September 30, 2025, we reported net loss of $5.5 million, a decrease of $16.8 million as compared to net income of $11.3 million in the same period last year. The decrease was due to the $8.6 million decrease in net revenue, a $6.2 million increase in transaction and business realignment costs and a $3.4 million increase in interest expense, partially offset by a $5.0 million decrease in direct operating expenses and a $4.0 million decrease in the income tax benefit. Adjusted Net Income decreased $5.2 million to $0.9 million, as compared to $6.1 million for the same period last year. Adjusted EBITDAAdjusted EBITDA for the three months ended September 30, 2025 decreased $3.4 million, or 13.5%, to $22.0 million, as compared to $25.5 million in the same period last year. Adjusted EBITDA (Excluding Political) decreased $0.4 million, or 2.0%, to $21.9 million, as compared to $22.3 million in the same period last year. Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024 Net RevenueNet revenue for the nine months ended September 30, 2025, decreased $12.3 million, or 3.7%, to $320.9 million as compared to $333.2 million in the same period in 2024. Broadcast Advertising net revenue decreased $16.6 million, or 10.8%, due to decreases in the purchases of advertising by our clients and political revenue. This decrease was partially offset by an increase in Digital Advertising net revenue of $3.0 million, or 2.6%, an increase in Other net revenue of $0.8 million, or 11.6%, and an increase in Subscription Digital Marketing Solutions net revenue of $0.6 million, or 1.1%. Excluding political revenue of $1.3 million and $6.2 million for the nine months ended September 30, 2025 and 2024, respectively, net revenue decreased $7.4 million, or 2.3% to $319.6 million, Broadcast Advertising net revenue decreased $11.9 million, or 8.0%, to $136.5 million, and Digital Advertising net revenue increased $3.2 million, or 2.7%, to $119.3 million. Net (Loss) IncomeFor the nine months ended September 30, 2025, we reported net loss of $5.0 million, an improvement of $31.0 million as compared to a net loss of $36.0 million in the same period last year. The decrease in net loss was due to a $31.7 million decrease in non-cash impairment charges, an $8.8 million decrease in direct operating expenses, a $7.5 million increase in gain on sale and retirement of assets, an $11.7 million decrease in the income tax provision and a $3.0 million decrease in stock-based compensation. These variances were partially offset by an $8.1 million increase in interest expense and a $5.2 million decrease in other (expense) income primarily due to a $4.0 million gain on the third-party acquisition of an investee in 2024. Adjusted Net Income decreased $5.3 million to $3.6 million as compared to $8.9 million for the same period last year. Adjusted EBITDAAdjusted EBITDA for the nine months ended September 30, 2025 decreased $2.6 million, or 3.8% to $66.6 million, as compared to $69.2 million in the same period last year. Adjusted EBITDA (Excluding Political) increased $1.6 million, or 2.4%, to $65.5 million, as compared to $63.9 million in the same period last year. Liquidity and Capital ResourcesAs of September 30, 2025, we had a total of $3.2 million of cash and cash equivalents and $463.4 million of outstanding indebtedness, representing 4.74x and 4.71x gross and net leverage, respectively, based on Adjusted EBITDA for the twelve months ended September 30, 2025, of $97.8 million. The table below presents a summary, as of November 5, 2025, of our outstanding common stock (net of treasury shares). Security Number Outstanding DescriptionClass A common stock 15,145,320 One vote per share.Class B common stock 815,296 10 votes per share.1Class C common stock 500,000 No votes.1Total 16,460,616 1 Each share converts into one share of Class A common stock upon transfer or at the option of the holder, subject to certain conditions, including compliance with FCC rules. Conference CallTownsquare Media, Inc. will host a conference call to discuss certain third quarter 2025 financial results and 2025 guidance on Monday, November 10, 2025 at 8:00 a.m. Eastern Time. The conference call dial-in number is 1-800-717-1738 (U.S. & Canada) or 1-646-307-1865 (International) and the conference ID is “Townsquare.” A live webcast of the conference call will also be available on the investor relations page of the Company’s website at www.townsquaremedia.com. A replay of the conference call will be available through November 17, 2025. To access the replay, please dial 1-844-512-2921 (U.S. and Canada) or 1-412-317-6671 (International) and enter confirmation code 1105548. A web-based archive of the conference call will also be available at the above website. About Townsquare Media, Inc.Townsquare is a community-focused digital and broadcast media and digital marketing solutions company principally focused outside the top 50 markets in the U.S. Townsquare Ignite, our robust digital advertising division, specializes in helping businesses of all sizes connect with their target audience through data-driven, results based strategies, by utilizing a) our proprietary digital programmatic advertising technology stack with an in-house demand and data management platform and b) our owned and operated portfolio of more than 400 local news and entertainment websites and mobile apps along with a network of leading national music and entertainment brands, collecting valuable first party data. Townsquare Interactive, our subscription digital marketing services business, partners with SMBs to help manage their digital presence by providing a SAAS business management platform, website design, creation and hosting, search engine optimization and other digital services. And through our portfolio of local radio stations strategically situated outside the Top 50 markets in the United States, we provide effective advertising solutions for our clients and relevant local content for our audiences. For more information, please visit www.townsquaremedia.com, www.townsquareinteractive.com and www.townsquareignite.com. Forward-Looking StatementsExcept for the historical information contained in this press release, the matters addressed are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements often discuss our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “aim,” “anticipate,” “estimate,” “expect,” “forecast,” “outlook,” “potential,” “project,” “projection,” “plan,” “intend,” “seek,” “believe,” “may,” “could,” “would,” “will,” “should,” “can,” “can have,” “likely,” the negatives thereof and other words and terms. Actual events or results may differ materially from the results anticipated in these forward-looking statements as a result of a variety of factors. While it is impossible to identify all such factors, factors that could cause actual results to differ materially from those estimated by us include the impact of general economic conditions in the United States, or in the specific markets in which we currently do business including supply chain disruptions, inflation, labor shortages and the effect on advertising activity, industry conditions, including existing competition and future competitive technologies, the popularity of radio as a broadcasting and advertising medium, cancellations, disruptions or postponements of advertising schedules in response to national or world events, our ability to develop and maintain digital technologies and hire and retain technical and sales talent, our dependence on key personnel, our capital expenditure requirements, our continued ability to identify suitable acquisition targets, and consummate and integrate any future acquisitions, legislative or regulatory requirements, risks and uncertainties relating to our leverage and changes in interest rates, our ability to obtain financing at times, in amounts and at rates considered appropriate by us, our ability to access the capital markets as and when needed and on terms that we consider favorable to us and other factors discussed in this section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this report and under “Risk Factors” in our 2024 Annual Report on Form 10-K, for the year ended December 31, 2024, filed with the SEC on March 17, 2025, as well as other risks discussed from time to time in our filings with the SEC. Many of these factors are beyond our ability to predict or control. In addition, as a result of these and other factors, our past financial performance should not be relied on as an indication of future performance. The cautionary statements referred to in this section also should be considered in connection with any subsequent written or oral forward-looking statements that may be issued by us or persons acting on our behalf. The forward-looking statements included in this report are made only as of the date hereof or as of the date specified herein. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Non-GAAP Financial Measures and DefinitionsIn this press release, we refer to Adjusted EBITDA, Adjusted EBITDA (Excluding Political), Adjusted Net Income and Adjusted Net Income Per Share which are financial measures that have not been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). We define Adjusted EBITDA as net income before the deduction of income taxes, interest expense, net, (gain) loss on repurchases and extinguishment of debt, transaction and business realignment costs, depreciation and amortization, stock-based compensation, impairments, net (gain) loss on sale and retirement of assets and other expense (income), net. We define Adjusted EBITDA (Excluding Political) as Adjusted EBITDA less political net revenue, net of a fifteen percent deduction to account for estimated national representative firm fees, music licensing fees and sales commissions expense. Adjusted Net Income is defined as net income before the deduction of transaction and business realignment costs, impairments, gain on sale of investment, change in fair value of investment, net (gain) loss on sale and retirement of assets, (gain) loss on repayments, repurchases and extinguishment of debt, gain on insurance recoveries and net income attributable to non-controlling interest, net of income taxes stated at the Company's applicable statutory effective tax rate. Adjusted Net Income Per Share is defined as Adjusted Net Income divided by the weighted average shares outstanding. We define Net Leverage as our total outstanding indebtedness, net of our total cash balance as of September 30, 2025, divided by our Adjusted EBITDA for the twelve months ended September 30, 2025. These measures do not represent, and should not be considered as alternatives to or superior to, financial results and measures determined or calculated in accordance with GAAP. In addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or principles. You should be aware that in the future we may incur expenses or charges that are the same as or similar to some of the adjustments in the presentation, and we do not infer that our future results will be unaffected by unusual or nonrecurring items. In addition, these non-GAAP measures may not be comparable to similarly-named measures reported by other companies. We use Adjusted EBITDA and Adjusted EBITDA (Excluding Political) to facilitate company-to-company operating performance comparisons by backing out potential differences caused by variations in capital structures (affecting interest expense), taxation and the age and book depreciation of facilities and equipment (affecting relative depreciation expense), which may vary for different companies for reasons unrelated to operating performance, and to facilitate year over year comparisons, by backing out the impact of political revenue which varies depending on the election cycle and may be unrelated to operating performance. We use Adjusted Net Income and Adjusted Net Income Per Share to assess total company operating performance on a consistent basis. We use Net Leverage to measure the Company’s ability to handle its debt burden. We believe that these measures, when considered together with our GAAP financial results, provide management and investors with a more complete understanding of our business operating results, including underlying trends, by excluding the effects of loss (gain) on extinguishment and repurchases of debt, transaction costs, net (gain) loss on sale and retirement of assets and investments, business realignment costs and impairments. Further, while discretionary bonuses for members of management are not determined with reference to specific targets, our board of directors may consider Adjusted EBITDA, Adjusted EBITDA (Excluding Political), Adjusted Net Income, Adjusted Net Income Per Share, and Net Leverage when determining discretionary bonuses. Investor RelationsClaire Yenicay(203) 900-5555investors@townsquaremedia.com TOWNSQUARE MEDIA, INC.CONSOLIDATED BALANCE SHEETS(in Thousands, Except Share and Per Share Data)(unaudited) September 30,2025 December 31,2024 ASSETS Current assets: Cash and cash equivalents$3,211 $32,990 Accounts receivable, net of allowance for credit losses of $3,573 and $3,924, respectively 55,493 60,635 Prepaid expenses and other current assets 13,529 11,822 Total current assets 72,233 105,447 Property and equipment, net 110,878 110,269 Intangible assets, net 157,947 162,156 Goodwill 149,903 152,903 Investments 725 725 Operating lease right-of-use assets 46,664 48,322 Other assets 561 592 Restricted cash 323 — Total assets$539,234 $580,414 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities: Accounts payable$8,954 $4,451 Current portion of long-term debt 11,750 — Deferred revenue 8,178 9,899 Accrued compensation and benefits 9,312 12,903 Accrued expenses and other current liabilities 30,438 26,572 Operating lease liabilities, current 8,209 9,026 Accrued interest 4,883 13,405 Total current liabilities 81,724 76,256 Long-term debt, net of discount and deferred finance costs of $25,766 and $1,680, respectively 425,848 465,756 Deferred tax liability 14,166 12,500 Operating lease liability, net of current portion 43,501 44,177 Other long-term liabilities 7,958 10,167 Total liabilities 573,197 608,856 Stockholders’ deficit: Class A common stock, par value $0.01 per share; 300,000,000 shares authorized; 16,095,234 and 15,386,219 shares issued and outstanding, respectively 161 154 Class B common stock, par value $0.01 per share; 50,000,000 shares authorized; 815,296 and 815,296 shares issued and outstanding, respectively 8 8 Class C common stock, par value $0.01 per share; 50,000,000 shares authorized; 500,000 and 500,000 shares issued and outstanding, respectively 5 5 Total common stock 174 167 Treasury stock, at cost; 965,399 and 965,399 shares of Class A common stock, respectively (11,203) (11,203)Additional paid-in capital 318,318 307,000 Accumulated deficit (344,683) (327,819)Non-controlling interest 3,431 3,413 Total stockholders’ deficit (33,963) (28,442)Total liabilities and stockholders’ deficit$539,234 $580,414 TOWNSQUARE MEDIA, INC.CONSOLIDATED STATEMENTS OF OPERATIONS(in Thousands, Except Per Share Data)(unaudited) Three Months EndedSeptember 30, Nine Months EndedSeptember 30, 2025 2024 2025 2024 Net revenue$106,759 $115,311 $320,882 $333,169 Operating costs and expenses: Direct operating expenses, excluding depreciation, amortization, and stock-based compensation 78,758 83,794 237,403 246,201 Depreciation and amortization 4,646 4,947 13,619 14,896 Corporate expenses 5,985 6,063 16,905 17,762 Stock-based compensation 3,066 2,867 11,044 14,062 Transaction and business realignment costs 6,891 645 10,718 3,683 Impairment of intangible assets, goodwill, investments and long-lived assets 3,098 2,008 4,598 36,264 Net gain on sales and retirements of assets (1,621) (110) (7,524) (66)Total operating costs and expenses 100,823 100,214 286,763 332,802 Operating income 5,936 15,097 34,119 367 Other expense (income): Interest expense, net 12,606 9,175 35,497 27,418 (Gain) loss on repayments, repurchases and extinguishment of debt (247) (8) 1,205 (11)Other expense (income), net 135 (277) 226 (4,974)(Loss) income from operations before tax (6,558) 6,207 (2,809) (22,066)Income tax (benefit) provision (1,060) (5,129) 2,191 13,903 Net (loss) income$(5,498) $11,336 $(5,000) $(35,969) Net (loss) income attributable to: Controlling interests$(5,902) $10,847 $(6,317) $(37,261)Non-controlling interests 404 489 1,317 1,292 Net (loss) income$(5,498) $11,336 $(5,000) $(35,969) Basic (loss) income per share$(0.36) $0.71 $(0.39) $(2.38) Diluted (loss) income per share$(0.36) $0.63 $(0.39) $(2.38) Weighted average shares outstanding: Basic 16,299 15,296 16,139 15,650 Diluted 16,299 17,227 16,139 15,650 TOWNSQUARE MEDIA, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS(in Thousands)(unaudited) Nine Months Ended September 30, 2025 2024 Cash flows from operating activities: Net loss$(5,000) $(35,969)Adjustments to reconcile net (loss) to net cash provided by operating activities: Depreciation and amortization 13,619 14,896 Amortization of debt discount and deferred financing costs 3,258 1,576 Non-cash lease income (1,190) (558)Net deferred taxes and other 1,666 13,307 Allowance for credit losses 2,796 4,036 Stock-based compensation expense 11,044 14,062 Loss (gain) on extinguishment, repayments and repurchases of debt 1,205 (11)Trade and barter activity, net (1,141) (993)Impairment of intangible assets, goodwill, investments and long-lived assets 4,598 36,264 Net gain on sales and retirements of assets (7,524) (66)Gain on sale of investment — (4,054)Unrealized gain on investment — (202)Amortization of content rights 1,109 3,667 Change in content rights liabilities (1,280) (3,747)Other 1,690 1,903 Changes in assets and liabilities: Accounts receivable 2,775 (1,117)Prepaid expenses and other assets (1,762) (1,516)Accounts payable 4,501 (1,231)Accrued expenses (4,087) (10,812)Accrued interest (8,522) (8,920)Other long-term liabilities 254 42 Net cash provided by operating activities 18,009 20,557 Cash flows from investing activities: Purchases of property and equipment (11,820) (13,771)Net proceeds from sales of assets and investment related transactions 8,412 5,829 Proceeds from insurance recoveries 17 336 Net cash used in investing activities (3,391) (7,606)Cash flows from financing activities: Repayment and repurchases of 2026 Notes (467,436) (24,521)Proceeds from Term Loan 446,400 — Voluntary repayments of Term Loan (5,185) — Fixed quarterly repayments of Term Loan (5,875) — Deferred financing costs (4,692) — Borrowings under the revolving credit facility 18,000 — Repayment of borrowings under the revolving credit facility (13,000) — Dividend payments (9,828) (9,267)Proceeds from stock options exercised 853 7,252 Shares withheld in lieu of employee tax withholding (1,496) (35)Withholdings for shares issued under the ESPP 596 708 Repurchases of stock — (23,551)Cash distribution to non-controlling interests (1,299) (1,300)Repayments of capitalized obligations (1,112) (1,491)Net cash used in financing activities (44,074) (52,205)Cash and cash equivalents and restricted cash: Net decrease in cash, cash equivalents and restricted cash (29,456) (39,254)Beginning of period 32,990 61,549 End of period$3,534 $22,295 TOWNSQUARE MEDIA, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)(in Thousands)(unaudited) Nine Months EndedSeptember 30, 2025 2024Supplemental Disclosure of Cash Flow Information: Cash payments: Interest$40,722 $35,390Income taxes 908 945 Supplemental Disclosure of Non-cash Activities: Dividends declared, but not paid during the period$3,524 $3,214Accrued financing costs 833 —Property and equipment acquired in exchange for advertising(1) 1,779 772Accrued capital expenditures 132 79 Supplemental Disclosure of Cash Flow Information relating to Leases: Cash paid for amounts included in the measurement of operating lease liabilities, included in operating cash flows$9,054 $9,175Right-of-use assets obtained in exchange for operating lease obligations 5,500 4,691 Reconciliation of cash, cash equivalents and restricted cash Cash and cash equivalents$3,211 $21,786Restricted cash 323 509 $3,534 $22,295 (1) Represents total advertising services provided by the Company in exchange for property and equipment during each of the nine months ended September 30, 2025 and 2024, respectively. TOWNSQUARE MEDIA, INC.CONSOLIDATED STATEMENTS OF OPERATIONS BY SEGMENT(in Thousands)(unaudited) Three Months EndedSeptember 30, Nine Months EndedSeptember 30, 2025 2024 % Change 2025 2024 % ChangeDigital Advertising$40,228 $40,861 (1.5)% $119,517 $116,541 2.6%Subscription Digital Marketing Solutions 18,649 19,080 (2.3)% 56,438 55,848 1.1%Broadcast Advertising 46,997 54,526 (13.8)% 137,581 154,198 (10.8)%Other 885 844 4.9% 7,346 6,582 11.6%Net revenue 106,759 115,311 (7.4)% 320,882 333,169 (3.7)%Digital Advertising expenses 31,590 30,050 5.1% 92,082 87,665 5.0%Subscription Digital Marketing Solutions Expenses 12,442 13,956 (10.8)% 37,812 40,251 (6.1)%Broadcast Advertising expenses 33,633 38,560 (12.8)% 100,583 111,442 (9.7)%Other expenses 1,093 1,228 (11.0)% 6,926 6,843 1.2%Direct operating expenses 78,758 83,794 (6.0)% 237,403 246,201 (3.6)%Depreciation and amortization 4,646 4,947 (6.1)% 13,619 14,896 (8.6)%Corporate expenses 5,985 6,063 (1.3)% 16,905 17,762 (4.8)%Stock-based compensation 3,066 2,867 6.9% 11,044 14,062 (21.5)%Transaction and business realignment costs 6,891 645 968.4% 10,718 3,683 191.0%Impairment of intangible assets, goodwill, investments and long-lived assets 3,098 2,008 54.3% 4,598 36,264 (87.3)%Net gain on sales and retirements of assets (1,621) (110) ** (7,524) (66) **Total operating costs and expenses 100,823 100,214 0.6% 286,763 332,802 (13.8)%Operating income 5,936 15,097 (60.7)% 34,119 367 **Other expense (income): Interest expense, net 12,606 9,175 37.4% 35,497 27,418 29.5%(Gain) loss on repayments, repurchases and extinguishment of debt (247) (8) ** 1,205 (11) **Other expense (income), net 135 (277) ** 226 (4,974) **(Loss) income from operations before tax (6,558) 6,207 ** (2,809) (22,066) (87.3)%Income tax (benefit) provision (1,060) (5,129) (79.3)% 2,191 13,903 (84.2)%Net (loss) income$(5,498) $11,336 ** $(5,000) $(35,969) (86.1)% ** not meaningful The following table presents Net revenue by segment and Segment Profit, for the three and nine months ended September 30, 2025, and 2024, respectively (in thousands): Three Months EndedSeptember 30, Nine Months EndedSeptember 30, (Unaudited) (Unaudited) 2025 2024 % Change 2025 2024 % ChangeDigital Advertising$40,228 $40,861 (1.5)% $119,517 $116,541 2.6%Subscription Digital Marketing Solutions 18,649 19,080 (2.3)% 56,438 55,848 1.1%Digital 58,877 59,941 (1.8)% 175,955 172,389 2.1%Broadcast Advertising 46,997 54,526 (13.8)% 137,581 154,198 (10.8)%Other 885 844 4.9% 7,346 6,582 11.6%Net revenue$106,759 $115,311 (7.4)% $320,882 $333,169 (3.7)%Digital Advertising$8,638 $10,811 (20.1)% $27,435 $28,876 (5.0)%Subscription Digital Marketing Solutions 6,207 5,124 21.1% 18,626 15,597 19.4%Digital 14,845 15,935 (6.8)% 46,061 44,473 3.6%Broadcast Advertising 13,364 15,966 (16.3)% 36,998 42,756 (13.5)%Other (208) (384) (45.8)% 420 (261) **Segment Profit$28,001 $31,517 (11.2)% $83,479 $86,968 (4.0)% The following table reconciles Net revenue to Net revenue, excluding political revenue on a GAAP basis by segment for the three and nine months ended September 30, 2025, and 2024, respectively (in thousands): Three Months EndedSeptember 30, Nine Months EndedSeptember 30, (Unaudited) (Unaudited) 2025 2024 % Change 2025 2024 % ChangeDigital Advertising$40,228 $40,861 (1.5)% $119,517 $116,541 2.6%Subscription Digital Marketing Solutions 18,649 19,080 (2.3)% 56,438 55,848 1.1%Digital 58,877 59,941 (1.8)% 175,955 172,389 2.1%Broadcast Advertising 46,997 54,526 (13.8)% 137,581 154,198 (10.8)%Other 885 844 4.9% 7,346 6,582 11.6%Net revenue$106,759 $115,311 (7.4)% $320,882 $333,169 (3.7)%Digital Advertising political revenue 14 145 (90.3)% 172 364 (52.7)%Subscription Digital Marketing Solutions political revenue — — — — — — Broadcast Advertising political revenue 155 3,555 (95.6)% 1,120 5,855 (80.9)%Other political revenue — — — — — — Political revenue$169 $3,700 (95.4)% $1,292 $6,219 (79.2)%Digital Advertising net revenue (ex. political) 40,214 40,716 (1.2)% 119,345 116,177 2.7%Subscription Digital Marketing Solutions net revenue (ex. political) 18,649 19,080 (2.3)% 56,438 55,848 1.1%Digital net revenue (ex. political) 58,863 59,796 (1.6)% 175,783 172,025 2.2%Broadcast Advertising political net revenue (ex. political) 46,842 50,971 (8.1)% 136,461 148,343 (8.0)%Other net revenue (ex. political) 885 844 4.9% 7,346 6,582 11.6%Net revenue (ex. political)$106,590 $111,611 (4.5)% $319,590 $326,950 (2.3)% The following table reconciles net (loss) income, the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted Net Income for the three and nine months ended September 30, 2025, and 2024, respectively (in thousands, except per share data): Three Months EndedSeptember 30, Nine Months EndedSeptember 30, (Unaudited) 2025 2024 2025 2024 Net (loss) income$(5,498) $11,336 $(5,000) $(35,969)Income tax (benefit) provision (1,060) (5,129) 2,191 13,903 (Loss) Income from operations before taxes (6,558) 6,207 (2,809) (22,066)Transaction and business realignment costs 6,891 645 10,718 3,683 Impairment of intangible assets, goodwill, investments and long-lived assets 3,098 2,008 4,598 36,264 Net gain on sales and retirements of assets (1,621) (110) (7,524) (66)(Gain) loss on repayments, repurchases and extinguishment of debt (247) (8) 1,205 (11)Gain on sale of investment — (46) — (4,054)Change in fair value of investment — — — (202)Gain on insurance recoveries (8) (58) (17) (336)Net income attributable to non-controlling interest, net of income taxes (404) (489) (1,317) (1,292)Adjusted net income before income taxes 1,151 8,149 4,854 11,920 Income tax provision(1) 296 2,069 1,249 3,027 Adjusted Net Income$855 $6,080 $3,605 $8,893 Adjusted Net Income Per Share: Basic$0.05 $0.40 $0.22 $0.57 Diluted$0.05 $0.35 $0.21 $0.50 Weighted average shares outstanding: Basic 16,299 15,296 16,139 15,650 Diluted 16,991 17,227 16,797 17,694 (1) Income tax provision for the three and nine months ended September 30, 2025 and 2024, respectively, was calculated using the Company's statutory effective tax rate. The following table reconciles net (loss) income, the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted EBITDA, Adjusted EBITDA (Excluding Political), and Adjusted EBITDA Less Interest, Capex and Taxes for the three and nine months ended September 30, 2025, and 2024, respectively (dollars in thousands): Three Months EndedSeptember 30, Nine Months EndedSeptember 30, (Unaudited) 2025 2024 2025 2024 Net (loss) income$(5,498) $11,336 $(5,000) $(35,969)Income tax (benefit) provision (1,060) (5,129) 2,191 13,903 Interest expense, net 12,606 9,175 35,497 27,418 (Gain) loss on repayments, repurchases and extinguishment of debt (247) (8) 1,205 (11)Depreciation and amortization 4,646 4,947 13,619 14,896 Stock-based compensation 3,066 2,867 11,044 14,062 Transaction and business realignment costs 6,891 645 10,718 3,683 Impairment of intangible assets, goodwill, investments and long-lived assets 3,098 2,008 4,598 36,264 Other(a) (1,486) (387) (7,298) (5,040)Adjusted EBITDA$22,016 $25,454 $66,574 $69,206 Political Adjusted EBITDA (144) (3,145) (1,098) (5,286)Adjusted EBITDA (Excluding Political)$21,872 $22,309 $65,476 $63,920 Political Adjusted EBITDA 144 3,145 1,098 5,286 Net cash paid for interest (11,382) (17,146) (40,722) (35,390)Capital expenditures (3,555) (5,092) (11,820) (13,771)Cash paid for taxes (123) (261) (908) (945)Adjusted EBITDA Less Interest, Capex and Taxes$6,956 $2,955 $13,124 $19,100 (a) Other includes net (gain) loss on sales and retirements of assets and other expense (income), net. The following table reconciles net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted EBITDA on a quarterly basis for the twelve months ended September 30, 2025 (dollars in thousands): Three Months Ended Twelve Months Ended (Unaudited) December 31, 2024 March 31, 2025 June 30, 2025 September 30, 2025 September 30, 2025Net income (loss)$25,041 $(1,511) $2,009 $(5,498) $20,041 Income tax (benefit) provision (12,596) (3,038) 6,289 (1,060) (10,405)Interest expense, net 8,808 10,239 12,652 12,606 44,305 Loss (gain) on repayments, repurchases and extinguishment of debt 57 1,452 — (247) 1,262 Depreciation and amortization 4,771 4,415 4,558 4,646 18,390 Stock-based compensation 3,109 4,188 3,790 3,066 14,153 Transaction and business realignment costs 1,222 2,438 1,389 6,891 11,940 Impairment of intangible assets, investments, goodwill and long-lived assets 1,450 — 1,500 3,098 6,048 Other(a) (683) (46) (5,766) (1,486) (7,981)Adjusted EBITDA$31,179 $18,137 $26,421 $22,016 $97,753 (a) Other includes net (gain) loss on sales and retirements of assets and other expense (income), net. The following tables provide the calculation of Segment Profit for the three months ended September 30, 2025, and 2024 (in thousands). Segment Profit represents net revenue less direct operating expenses, excluding depreciation, amortization, and stock-based compensation: Three Months Ended September 30,2025 (Unaudited) Digital Advertising Subscription Digital Marketing Solutions Broadcast Advertising Other TotalNet Revenue$40,228 $18,649 $46,997 $885 $106,759Direct operating expenses, excluding depreciation, amortization, and stock-based compensation 31,590 12,442 33,633 1,093 78,758Segment Profit$8,638 $6,207 $13,364 $(208) $28,001 Three Months Ended September 30,2024 (Unaudited) Digital Advertising Subscription Digital Marketing Solutions Broadcast Advertising Other TotalNet Revenue$40,861 $19,080 $54,526 $844 $115,311Direct operating expenses, excluding depreciation, amortization, and stock-based compensation 30,050 13,956 38,560 1,228 83,794Segment Profit$10,811 $5,124 $15,966 $(384) $31,517 The following tables provide the calculation of Segment Profit for the nine months ended September 30, 2025, and 2024 (in thousands). Segment Profit represents net revenue less direct operating expenses, excluding depreciation, amortization, and stock-based compensation: Nine Months Ended September 30,2025 (Unaudited) Digital Advertising Subscription Digital Marketing Solutions Broadcast Advertising Other TotalNet Revenue$119,517 $56,438 $137,581 $7,346 $320,882Direct operating expenses, excluding depreciation, amortization, and stock-based compensation 92,082 37,812 100,583 6,926 237,403Segment Profit$27,435 $18,626 $36,998 $420 $83,479 Nine Months Ended September 30,2024 (Unaudited) Digital Advertising Subscription Digital Marketing Solutions Broadcast Advertising Other TotalNet Revenue$116,541 $55,848 $154,198 $6,582 $333,169Direct operating expenses, excluding depreciation, amortization, and stock-based compensation 87,665 40,251 111,442 6,843 246,201Segment Profit$28,876 $15,597 $42,756 $(261) $86,968

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