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Townsquare Reports Third Quarter 2026 Results

Q3 Digital Advertising Revenue YoY Growth Accelerates to 13%
Digital Represents 57% of September YTD Net Revenue and 56% of Segment Profit

PURCHASE, N.Y., Nov. 04, 2026 (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, 2026.

“Townsquare’s third quarter results reflect the continued strength of our Digital Advertising platform,” commented Bill Wilson, Chief Executive Officer of Townsquare Media, Inc. “Third quarter net revenue of $110.9 million increased 3.9% year-over-year and exceeded our guidance range, Adjusted EBITDA of $22.6 million increased 2.7% year-over-year and was within our guidance range, and net loss narrowed by $1.5 million year-over-year to $4.0 million. These results were driven by the growth of Townsquare Ignite, our Digital Advertising business, and by political revenue that is tracking ahead of our expectations. Digital Advertising net revenue grew 12.7% year-over-year, accelerating for the third consecutive quarter, led by programmatic revenue growth of 22.5%. Our Media Partnerships business now serves 18 partners and extends our digital programmatic advertising platform to 122 markets across the United States, and we expect Media Partnerships revenue to more than double in 2026. In addition, Townsquare Interactive delivered strong profitability, with Segment Profit margins of 36% in Q3, as we rebuild and grow our sales team.”

Mr. Wilson continued, “At the same time, we want to be candid about the challenges we face. Our local clients continue to feel pressure from higher operating costs and interest rates, and they are scrutinizing every marketing dollar, particularly those spent on traditional media. Excluding political, Broadcast Advertising net revenue declined 5.2% in the third quarter. We expect those declines to deepen in the fourth quarter, partly as political advertising crowds out other inventory. In addition, while Townsquare Interactive’s profit remains strong, lower-than-anticipated sales velocity means it will not return to sequential revenue growth in Q4 2026 as we had projected.”

“Given these challenges, and the meaningful direct impact of higher interest rates on our floating-rate debt, we have made the decision, together with our Board, to suspend our quarterly dividend,” concluded Mr. Wilson, “We do not believe that the market is ascribing value to the dividend and we believe this cash can generate greater value for shareholders elsewhere. Suspending the dividend will preserve approximately $14 million of cash annually, which we will use for general corporate liquidity and to opportunistically pursue higher-return opportunities. We believe this is the prudent course for Townsquare and our stakeholders, and that it positions us to continue investing in our digital growth engine while strengthening our financial flexibility.”

In November 2026, the Company's Board of Directors approved the suspension of its quarterly cash dividend in order to redirect capital toward general corporate liquidity and strategic growth opportunities. The previously declared quarterly dividend of $0.20 per share was paid on November 2, 2026 to stockholders of record as of October 26, 2026. Any future declaration of dividends will be at the discretion of the Board of Directors.

Segment Reporting
We 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 2025:
    • Net revenue increased 3.9%, and 1.4% excluding political
    • Net loss decreased $1.5 million to a net loss of $4.0 million
    • Adjusted EBITDA increased 2.7%, and decreased 7.9% excluding political
    • Total Digital net revenue increased 6.0%
      • Digital Advertising net revenue increased 12.7%
      • Subscription Digital Marketing Solutions (“Townsquare Interactive”) net revenue decreased 8.5%
    • Total Digital Segment Profit decreased 1.1%
      • Digital Advertising Segment Profit decreased 1.7%
      • Subscription Digital Marketing Solutions Segment Profit decreased 0.2%
    • Broadcast Advertising net revenue increased 0.4%, and decreased 5.2% excluding political
    • Broadcast Advertising Segment Profit increased 9.0%
  • Net loss per diluted share was $(0.23) and Adjusted Net Income per diluted share was $0.12

Year-to-Date Highlights*

  • As compared to the nine months ended September 30, 2025:
    • Net revenue increased 0.7%, and decreased 0.4% excluding political
    • Net loss increased $37.8 million to a net loss of $42.8 million
    • Adjusted EBITDA decreased 4.2%, and 8.9% excluding political
    • Total Digital net revenue increased 4.3%
      • Digital Advertising net revenue increased 10.3%
      • Subscription Digital Marketing Solutions net revenue decreased 8.3%
    • Total Digital Segment Profit decreased 1.4%
      • Digital Advertising Segment Profit decreased 2.0%
      • Subscription Digital Marketing Solutions Segment Profit decreased 0.4%
    • Broadcast Advertising net revenue decreased 3.8%, and 6.4% excluding political
    • Broadcast Advertising Segment Profit decreased 2.7%
  • Net loss per diluted share was $(2.47) and Adjusted Net Income per diluted share was $0.18

*See below for discussion of non-GAAP measures.

Guidance
For the fourth quarter of 2026, net revenue is expected to be between $107 million and $109 million, and Adjusted EBITDA is expected to be between $23 million and $25 million.

For the full year 2026, net revenue is expected to be between $430 million and $432 million, and Adjusted EBITDA is expected to be between $87 million and $89 million, both within our original guidance ranges.

Quarter Ended September 30, 2026 Compared to the Quarter Ended September 30, 2025

Net Revenue
Net revenue for the three months ended September 30, 2026 increased $4.2 million, or 3.9%, as compared to the same period in 2025. Digital Advertising net revenue increased $5.1 million, or 12.7%, due to increases in the purchases of advertising by our clients. Other net revenue increased $0.5 million, or 51.8%, due to the timing of certain events in the current period as compared to the same period a year ago, and Broadcast Advertising net revenue increased $0.2 million, or 0.4%, due to an increase in political revenue. These increases were partially offset by a $1.6 million, or 8.5%, decrease in Subscription Digital Marketing Solutions net revenue, due to reduced sales velocity as a result of lower sales headcount.

Excluding political revenue of $2.9 million and $0.2 million for the three months ended September 30, 2026 and 2025, respectively, net revenue increased $1.5 million, or 1.4%, to $108.0 million. Digital Advertising net revenue increased $5.0 million, or 12.4%, to $45.2 million, and Broadcast Advertising net revenue decreased $2.4 million, or 5.2%, to $44.4 million.

Net Loss
For the three months ended September 30, 2026, we reported a net loss of $4.0 million, a decrease of $1.5 million or 27.5%, as compared to a net loss of $5.5 million in the same period in 2025. The decrease was primarily due to a $5.8 million decrease in transaction and business realignment costs, a $0.9 million increase in income tax benefit, a $0.7 million decrease in interest expense, net, a $0.7 million favorable change in other (income) expense, net, and a $0.7 million increase in segment profit, partially offset by a $5.0 million increase in total non-cash impairment charges and a $1.6 million decrease in net gain on sales and retirement of assets. Adjusted Net Income increased $1.4 million, or 168.8%, to $2.3 million, as compared to $0.9 million for the same period of 2025.

Adjusted EBITDA
Adjusted EBITDA for the three months ended September 30, 2026 increased $0.6 million, or 2.7%, to $22.6 million, as compared to $22.0 million for the same period in 2025. Adjusted EBITDA (Excluding Political) decreased $1.7 million, or 7.9%, to $20.1 million, as compared to $21.9 million for the same period in 2025.

Nine Months Ended September 30, 2026 Compared to the Nine Months Ended September 30, 2025

Net Revenue
Net revenue for the nine months ended September 30, 2026 increased $2.2 million, or 0.7%, as compared to the same period in 2025. Digital Advertising net revenue increased $12.3 million, or 10.3%, due to increases in the purchases of advertising by our clients. This increase was partially offset by a $5.2 million, or 3.8%, decrease in Broadcast Advertising net revenue due to decreases in the purchases of advertising by our clients, a $4.7 million, or 8.3%, decrease in Subscription Digital Marketing Solutions net revenue due to reduced sales velocity, and a $0.2 million, or 2.6%, decrease in Other net revenue.

Excluding political revenue of $4.9 million and $1.3 million for the nine months ended September 30, 2026 and 2025, respectively, net revenue decreased $1.4 million, or 0.4%, to $318.2 million, Broadcast Advertising net revenue decreased $8.8 million, or 6.4%, to $127.7 million, and Digital Advertising net revenue increased $12.2 million, or 10.3%, to $131.6 million.

Net Loss
For the nine months ended September 30, 2026, we reported a net loss of $42.8 million, an increase of $37.8 million as compared to a net loss of $5.0 million in the same period last year. The increase in net loss was primarily due to a $38.7 million increase in total non-cash impairment charges, a $7.2 million decrease in net gain on sales and retirement of assets and a $2.8 million decrease in segment profit. These amounts were partially offset by a $6.3 million decrease in transaction and business realignment costs, a $1.7 million decrease in income tax provision, and the absence of a $1.2 million loss on the early extinguishment of debt recognized in 2025. Adjusted Net Income decreased $0.3 million to $3.3 million, as compared to $3.6 million for the same period in 2025.

Adjusted EBITDA
Adjusted EBITDA for the nine months ended September 30, 2026 decreased $2.8 million, or 4.2%, to $63.8 million, as compared to $66.6 million in the same period last year. Adjusted EBITDA (Excluding Political) decreased $5.9 million, or 8.9%, to $59.6 million, as compared to $65.5 million for the same period in 2025.

Liquidity and Capital Resources
As of September 30, 2026, we had a total of $4.6 million of cash and cash equivalents and $467.5 million of outstanding indebtedness, representing 5.48x and 5.43x gross and net leverage, respectively, based on Adjusted EBITDA for the twelve months ended September 30, 2026 of $85.3 million.

The table below presents a summary, as of October 30, 2026, of our outstanding common stock (net of treasury shares).

Security   Number Outstanding   Description
Class A common stock    16,922,126    One vote per share.
Class B common stock    815,296    10 votes per share.1
Class C common stock    500,000    No votes.1
Total    18,237,422     

1
Each share converts into one share of Class A common stock upon transfer or at the option of the holder, subject to certain conditions, including compliance with FCC rules.


Conference Call

Townsquare Media, Inc. will host a conference call to discuss certain third quarter 2026 financial results and 2026 guidance on Wednesday, November 4, 2026 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 11, 2026. To access the replay, please dial 1-844-512-2921 (U.S. and Canada) or 1-412-317-6671 (International) and enter confirmation code 1140294. 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 Statements
Except for the historical information contained in this press release, the matters addressed are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements often discuss our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “aim,” “anticipate,” “estimate,” “expect,” “forecast,” “outlook,” “potential,” “project,” “projection,” “plan,” “intend,” “seek,” “believe,” “may,” “could,” “would,” “will,” “should,” “can,” “can have,” “likely,” the negatives thereof and other words and terms. Actual events or results may differ materially from the results anticipated in these forward-looking statements as a result of a variety of factors. While it is impossible to identify all such factors, factors that could cause actual results to differ materially from those estimated by us include the impact of general economic conditions in the United States, or in the specific markets in which we currently do business including supply chain disruptions, inflation, labor shortages and the effect on advertising activity, industry conditions, including existing competition, artificial intelligence 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 (including artificial intelligence) 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, tariffs and other factors discussed in our Quarterly Report on Form 10-Q in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and under “Risk Factors” in our 2025 Annual Report on Form 10-K, for the year ended December 31, 2025, filed with the SEC on March 16, 2026, 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 press release are made only as of the date hereof or as of the date specified herein. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Non-GAAP Financial Measures and Definitions
In this press release, we refer to Adjusted 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 (loss) income before the deduction of income taxes, interest expense, net, (gain) loss on repayments 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, net (gain) loss on sale and retirement of assets, (gain) loss on repayments 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, 2026, divided by our Adjusted EBITDA for the twelve months ended September 30, 2026. 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 net, (gain) loss on repayments and extinguishment of debt, transaction costs, net (gain) loss on sale and retirement of assets, 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 Relations
Claire Yenicay
(203) 900-5555
investors@townsquaremedia.com

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

  September 30,
2026
  December 31,
2025
       
ASSETS      
Current assets:      
Cash and cash equivalents $ 4,610     $ 4,759  
Accounts receivable, net of allowance for credit losses of $5,296 and $4,979, respectively   57,646       52,048  
Prepaid expenses and other current assets   14,906       12,582  
Total current assets   77,162       69,389  
Property and equipment, net   107,867       110,043  
Intangible assets, net   109,156       155,047  
Goodwill   147,590       147,590  
Investments   837       725  
Operating lease right-of-use assets, net   42,273       45,099  
Other assets   582       667  
Restricted cash   323       58  
Total assets $ 485,790     $ 528,618  
LIABILITIES AND STOCKHOLDERS’ DEFICIT      
Current liabilities:      
Accounts payable $ 3,927     $ 6,895  
Current portion of long-term debt   13,143       11,750  
Deferred revenue   9,170       8,737  
Accrued compensation and benefits   9,880       11,486  
Accrued expenses and other current liabilities   26,039       30,886  
Operating lease liabilities, current   7,631       7,688  
Accrued interest   4,684       4,791  
Total current liabilities   74,474       82,233  
Long-term debt, net of discount and deferred finance costs of $20,849 and $24,429, respectively   433,543       421,247  
Deferred tax liability   16,854       16,763  
Operating lease liabilities, net of current portion   39,899       42,101  
Other long-term liabilities   5,895       7,266  
Total liabilities   570,665       569,610  
Stockholders’ deficit:      
Class A common stock, par value $0.01 per share; 300,000,000 shares authorized; 17,887,525 and 16,180,932 shares issued, and 16,922,126 and 15,215,533 outstanding, respectively   179       162  
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   192       175  
Treasury stock, at cost; 965,399 and 965,399 shares of Class A common stock, respectively   (11,200 )     (11,203 )
Additional paid-in capital   332,338       319,818  
Accumulated deficit   (408,562 )     (353,195 )
Non-controlling interest   2,357       3,413  
Total stockholders’ deficit   (84,875 )     (40,992 )
Total liabilities and stockholders’ deficit $ 485,790     $ 528,618  


TOWNSQUARE MEDIA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
(in Thousands, Except Per Share Data)
(unaudited)

  Three Months Ended 
September 30,
  Nine Months Ended 
September 30,
    2026       2025       2026       2025  
Net revenue $ 110,948     $ 106,759     $ 323,082     $ 320,882  
Operating costs and expenses:              
Direct operating expenses, excluding depreciation, amortization, and stock-based compensation   82,270       78,758       242,357       237,403  
Depreciation and amortization   4,861       4,646       14,340       13,619  
Corporate expenses   6,073       5,985       16,947       16,905  
Stock-based compensation   3,099       3,066       10,132       11,044  
Transaction and business realignment costs   1,063       6,891       4,377       10,718  
Impairment of intangible assets, goodwill and long-lived assets   8,100       3,098       43,331       4,598  
Net gain on sales and retirement of assets   (22 )     (1,621 )     (340 )     (7,524 )
Total operating costs and expenses   105,444       100,823       331,144       286,763  
Operating income (loss)   5,504       5,936       (8,062 )     34,119  
Other expense:              
Interest expense, net   11,934       12,606       34,693       35,497  
(Gain) loss on extinguishment of debt   —       (247 )     —       1,205  
Other (income) expense, net   (530 )     135       (371 )     226  
Loss from operations before tax   (5,900 )     (6,558 )     (42,384 )     (2,809 )
Income tax (benefit) provision   (1,914 )     (1,060 )     451       2,191  
Net loss $ (3,986 )   $ (5,498 )   $ (42,835 )   $ (5,000 )
               
Net (loss) income attributable to:              
Controlling interests $ (4,146 )   $ (5,902 )   $ (43,348 )   $ (6,317 )
Non-controlling interests   160       404       513       1,317  
Net loss $ (3,986 )   $ (5,498 )   $ (42,835 )   $ (5,000 )
               
Basic loss per share $ (0.23 )   $ (0.36 )   $ (2.47 )   $ (0.39 )
               
Diluted loss per share $ (0.23 )   $ (0.36 )   $ (2.47 )   $ (0.39 )
               
Weighted average shares outstanding:              
Basic   18,028       16,299       17,559       16,139  
Diluted   18,028       16,299       17,559       16,139  


TOWNSQUARE MEDIA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(in Thousands)
(unaudited)

  Nine Months Ended September 30,
    2026       2025  
Cash flows from operating activities:      
Net loss $ (42,835 )   $ (5,000 )
Adjustments to reconcile net loss to net cash provided by operating activities:      
Depreciation and amortization   14,340       13,619  
Amortization of debt discount and deferred financing costs   3,758       3,258  
Non-cash lease income   (561 )     (1,190 )
Net deferred taxes and other   91       1,666  
Allowance for credit losses   3,408       2,796  
Stock-based compensation expense   10,132       11,044  
Loss on extinguishment of debt   —       1,205  
Trade and barter activity, net   (1,881 )     (1,141 )
Impairment of intangible assets, goodwill and long-lived assets   43,331       4,598  
Net gain on sales and retirements of assets   (340 )     (7,524 )
Amortization of content rights   1,109       1,109  
Change in content rights liabilities   (1,483 )     (1,280 )
Other   1,693       1,690  
Changes in assets and liabilities      
Accounts receivable   (8,606 )     2,775  
Prepaid expenses and other assets   (1,254 )     (1,762 )
Accounts payable   (2,995 )     4,501  
Accrued expenses and other current liabilities   (4,994 )     (4,087 )
Accrued interest   (107 )     (8,522 )
Other long-term liabilities   94       254  
Net cash provided by operating activities   12,900       18,009  
       
Cash flows from investing activities:      
Purchases of property and equipment   (9,895 )     (11,820 )
Net proceeds from sales of assets and investment related transactions   836       8,412  
Proceeds from insurance recoveries   54       17  
Net cash used in investing activities   (9,005 )     (3,391 )
       
Cash flows from financing activities:      
Repayment of 2026 Notes   —       (467,436 )
Proceeds from Term Loan   —       446,400  
Voluntary repayments of Term Loan   —       (5,185 )
Fixed quarterly repayments of Term Loan   (8,813 )     (5,875 )
Deferred financing costs   —       (4,692 )
Borrowings under the revolving credit facility   18,000       18,000  
Repayment of borrowings under the revolving credit facility   —       (13,000 )
Dividend payments   (10,864 )     (9,828 )
Proceeds from stock options exercised   534       853  
Shares withheld in lieu of employee tax withholding   —       (1,496 )
Withholding from shares issued under ESPP   361       596  
Cash distribution to non-controlling interests   (1,569 )     (1,299 )
Repayments of capitalized obligations   (1,428 )     (1,112 )
Net cash used in financing activities   (3,779 )     (44,074 )
       
Cash and cash equivalents and restricted cash:      
Net increase (decrease) in cash, cash equivalents and restricted cash   116       (29,456 )
Beginning of period   4,817       32,990  
End of period $ 4,933     $ 3,534  


TOWNSQUARE MEDIA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(in Thousands)
(unaudited)

  Nine Months Ended September 30,
    2026     2025
Supplemental Disclosure of Cash Flow Information:      
Cash payments:      
Interest $ 30,932   $ 40,722
Income and Franchise taxes   559     908
       
Supplemental Disclosure of Non-cash Activities:      
Dividends declared, but not paid during the period $ 4,025   $ 3,524
Accrued Financing Costs   —     833
Property and equipment acquired in exchange for advertising (1)   1,240     1,779
Accrued capital expenditures   101     132
Investment rights acquired in exchange for advertising   112     —
Financed equipment purchases   864     —
       
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 $ 8,484   $ 9,054
Right-of-use assets obtained in exchange for operating lease obligations   3,945     5,500
       
Reconciliation of cash, cash equivalents and restricted cash      
Cash and cash equivalents $ 4,610   $ 3,211
Restricted cash   323     323
  $ 4,933   $ 3,534


(1)
Represents total advertising services provided by the Company in exchange for property and equipment during each of the nine months ended September 30, 2026 and 2025, respectively.


TOWNSQUARE MEDIA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS BY SEGMENT
(in Thousands)
(unaudited)

  Three Months Ended 
September 30,
      Nine Months Ended 
September 30,
   
    2026       2025     % Change     2026       2025     % Change
Digital Advertising $ 45,348     $ 40,228     12.7 %   $ 131,833     $ 119,517     10.3 %
Subscription Digital Marketing Solutions   17,071       18,649     (8.5) %     51,747       56,438     (8.3) %
Broadcast Advertising   47,186       46,997     0.4 %     132,344       137,581     (3.8) %
Other   1,343       885     51.8 %     7,158       7,346     (2.6) %
Net revenue   110,948       106,759     3.9 %     323,082       320,882     0.7 %
Digital Advertising expenses   36,861       31,590     16.7 %     104,947       92,082     14.0 %
Subscription Digital Marketing Solutions expenses   10,875       12,442     (12.6) %     33,196       37,812     (12.2) %
Broadcast Advertising expenses   32,622       33,633     (3.0) %     96,353       100,583     (4.2) %
Other expenses   1,912       1,093     74.9 %     7,861       6,926     13.5 %
Direct operating expenses   82,270       78,758     4.5 %     242,357       237,403     2.1 %
Depreciation and amortization   4,861       4,646     4.6 %     14,340       13,619     5.3 %
Corporate expenses   6,073       5,985     1.5 %     16,947       16,905     0.2 %
Stock-based compensation   3,099       3,066     1.1 %     10,132       11,044     (8.3) %
Transaction and business realignment costs   1,063       6,891     (84.6) %     4,377       10,718     (59.2) %
Impairment of intangible assets, goodwill and long-lived assets   8,100       3,098     161.5 %     43,331       4,598     842.4 %
Net gain on sales and retirements of assets   (22 )     (1,621 )   (98.6) %     (340 )     (7,524 )   (95.5) %
Total operating costs and expenses   105,444       100,823     4.6 %     331,144       286,763     15.5 %
Operating income (loss)   5,504       5,936     (7.3) %     (8,062 )     34,119     **
Other expense:                      
Interest expense, net   11,934       12,606     (5.3) %     34,693       35,497     (2.3) %
(Gain) loss on extinguishment of debt   —       (247 )   (100.0) %     —       1,205     (100.0) %
Other (income) expense, net   (530 )     135     **     (371 )     226     **
Loss from operations   (5,900 )     (6,558 )   (10.0) %     (42,384 )     (2,809 )   1,408.9 %
Income tax (benefit) provision   (1,914 )     (1,060 )   80.6 %     451       2,191     (79.4) %
Net loss $ (3,986 )   $ (5,498 )   (27.5) %   $ (42,835 )   $ (5,000 )   756.7 %
**Not meaningful                      


The following table presents Net revenue by segment and Segment Profit for the three and nine months ended September 30, 2026, and 2025, respectively (in thousands):


  Three Months Ended 
September 30,
      Nine Months Ended 
September 30,
   
  (Unaudited)       (Unaudited)    
    2026       2025     % Change     2026       2025   % Change
Digital Advertising $ 45,348     $ 40,228     12.7 %   $ 131,833     $ 119,517   10.3 %
Subscription Digital Marketing Solutions   17,071       18,649     (8.5) %     51,747       56,438   (8.3) %
Digital   62,419       58,877     6.0 %     183,580       175,955   4.3 %
Broadcast Advertising   47,186       46,997     0.4 %     132,344       137,581   (3.8) %
Other   1,343       885     51.8 %     7,158       7,346   (2.6) %
Net revenue $ 110,948     $ 106,759     3.9 %   $ 323,082     $ 320,882   0.7 %
Digital Advertising $ 8,487     $ 8,638     (1.7) %   $ 26,886     $ 27,435   (2.0) %
Subscription Digital Marketing Solutions   6,196       6,207     (0.2) %     18,551       18,626   (0.4) %
Digital   14,683       14,845     (1.1) %     45,437       46,061   (1.4) %
Broadcast Advertising   14,564       13,364     9.0 %     35,991       36,998   (2.7) %
Other   (569 )     (208 )   173.6 %     (703 )     420   **
Segment Profit $ 28,678     $ 28,001     2.4 %   $ 80,725     $ 83,479   (3.3) %


**Not meaningful

The following table reconciles Net revenue to Net revenue, excluding political revenue on a GAAP basis by segment for the three and nine months ended September 30, 2026, and 2025, respectively (in thousands):

  Three Months Ended 
September 30,
      Nine Months Ended 
September 30,
   
  (Unaudited)       (Unaudited)    
    2026     2025   % Change     2026     2025   % Change
Digital Advertising $ 45,348   $ 40,228   12.7 %   $ 131,833   $ 119,517   10.3 %
Subscription Digital Marketing Solutions   17,071     18,649   (8.5) %     51,747     56,438   (8.3) %
Digital   62,419     58,877   6.0 %     183,580     175,955   4.3 %
Broadcast Advertising   47,186     46,997   0.4 %     132,344     137,581   (3.8) %
Other   1,343     885   51.8 %     7,158     7,346   (2.6) %
Net revenue $ 110,948   $ 106,759   3.9 %   $ 323,082   $ 320,882   0.7 %
Digital Advertising political revenue   141     14   907.1 %     251     172   45.9 %
Subscription Digital Marketing Solutions political revenue   —     —   —       —     —   —  
Broadcast Advertising political revenue   2,763     155   1,682.6 %     4,639     1,120   314.2 %
Other political revenue   —     —   —       —     —   —  
Political revenue $ 2,904   $ 169   1,618.3 %   $ 4,890   $ 1,292   278.5 %
Digital Advertising net revenue (ex. political)   45,207     40,214   12.4 %     131,582     119,345   10.3 %
Subscription Digital Marketing Solutions net revenue (ex. political)   17,071     18,649   (8.5) %     51,747     56,438   (8.3) %
Digital net revenue (ex. political)   62,278     58,863   5.8 %     183,329     175,783   4.3 %
Broadcast Advertising net revenue (ex. political)   44,423     46,842   (5.2) %     127,705     136,461   (6.4) %
Other net revenue (ex. political)   1,343     885   51.8 %     7,158     7,346   (2.6) %
Net revenue (ex. political) $ 108,044   $ 106,590   1.4 %   $ 318,192   $ 319,590   (0.4) %


The following table reconciles net loss, 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, 2026, and 2025, respectively (in thousands, except per share data):

  Three Months Ended 
September 30,
  Nine Months Ended 
September 30,
  (Unaudited)
    2026       2025       2026       2025  
Net loss $ (3,986 )   $ (5,498 )   $ (42,835 )   $ (5,000 )
Income tax (benefit) provision   (1,914 )     (1,060 )     451       2,191  
Loss from operations before taxes   (5,900 )     (6,558 )     (42,384 )     (2,809 )
Transaction and business realignment costs   1,063       6,891       4,377       10,718  
Impairment of intangible assets, goodwill and long-lived assets   8,100       3,098       43,331       4,598  
Net gain on sales and retirements of assets   (22 )     (1,621 )     (340 )     (7,524 )
(Gain) loss on extinguishment of debt   —       (247 )     —       1,205  
Gain on insurance recoveries   —       (8 )     (54 )     (17 )
Net income attributable to non-controlling interest, net of income taxes   (160 )     (404 )     (513 )     (1,317 )
Adjusted net income before income taxes   3,081       1,151       4,417       4,854  
Income tax provision (1)   783       296       1,123       1,249  
Adjusted Net Income $ 2,298     $ 855     $ 3,294     $ 3,605  
               
Adjusted Net Income Per Share:              
Basic $ 0.13     $ 0.05     $ 0.19     $ 0.22  
Diluted $ 0.12     $ 0.05     $ 0.18     $ 0.21  
               
Weighted average shares outstanding:              
Basic   18,028       16,299       17,559       16,139  
Diluted   18,791       16,991       18,159       16,797  


(1)
Income tax provision for the three and nine months ended September 30, 2026 and 2025, respectively, was calculated using the Company's statutory effective tax rate.

The following table reconciles net loss, 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, 2026, and 2025, respectively (dollars in thousands):

  Three Months Ended 
September 30,
  Nine Months Ended 
September 30,
  (Unaudited)
    2026       2025       2026       2025  
Net loss $ (3,986 )   $ (5,498 )   $ (42,835 )   $ (5,000 )
Income tax (benefit) provision   (1,914 )     (1,060 )     451       2,191  
Interest expense, net   11,934       12,606       34,693       35,497  
(Gain) loss on extinguishment of debt   —       (247 )     —       1,205  
Depreciation and amortization   4,861       4,646       14,340       13,619  
Stock-based compensation   3,099       3,066       10,132       11,044  
Transaction and business realignment costs   1,063       6,891       4,377       10,718  
Impairment of intangible assets, goodwill and long-lived assets   8,100       3,098       43,331       4,598  
Other (a)   (552 )     (1,486 )     (711 )     (7,298 )
Adjusted EBITDA $ 22,605     $ 22,016     $ 63,778     $ 66,574  
Political Adjusted EBITDA   (2,468 )     (144 )     (4,157 )     (1,098 )
Adjusted EBITDA (Excluding Political) $ 20,137     $ 21,872     $ 59,621     $ 65,476  
Political Adjusted EBITDA   2,468       144       4,157       1,098  
Net cash paid for interest   (10,358 )     (11,382 )     (30,932 )     (40,722 )
Capital expenditures   (2,858 )     (3,555 )     (9,895 )     (11,820 )
Cash paid for taxes   (107 )     (123 )     (559 )     (908 )
Adjusted EBITDA Less Interest, Capex and Taxes $ 9,282     $ 6,956     $ 22,392     $ 13,124  


(a)
Other includes net gain on sales and retirements of assets and other expense (income), net.

The following table reconciles net (loss) income, the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted EBITDA on a quarterly basis for the twelve months ended September 30, 2026 (dollars in thousands):

  Three Months Ended   Twelve Months Ended
  (Unaudited)
  December 31, 2025   March 31, 2026   June 30, 2026   September 30, 2026   September 30, 2026
Net (loss) income $ (4,750 )   $ 2,957     $ (41,806 )   $ (3,986 )   $ (47,585 )
Income tax provision (benefit)   2,537       (15,672 )     18,037       (1,914 )     2,988  
Interest expense, net   12,427       11,329       11,430       11,934       47,120  
Depreciation and amortization   4,789       4,696       4,783       4,861       19,129  
Stock-based compensation   2,732       3,731       3,302       3,099       12,864  
Transaction and business realignment costs   932       1,141       2,173       1,063       5,309  
Impairment of intangible assets, goodwill and long-lived assets   4,313       8,588       26,643       8,100       47,644  
Other (a)   (1,447 )     (389 )     230       (552 )     (2,158 )
Adjusted EBITDA $ 21,533     $ 16,381     $ 24,792     $ 22,605     $ 85,311  


(a)
Other includes net loss (gain) 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, 2026, and 2025 (in thousands). Segment Profit (Loss) represents net revenue less direct operating expenses, excluding depreciation, amortization, and stock-based compensation:

  Three Months Ended September 30, 2026
  (Unaudited)
  Digital Advertising   Subscription Digital Marketing Solutions   Broadcast Advertising   Other   Total
Net Revenue $ 45,348   $ 17,071   $ 47,186   $ 1,343     $ 110,948
Direct operating expenses, excluding depreciation, amortization, and stock-based compensation   36,861     10,875     32,622     1,912       82,270
Segment Profit (Loss) $ 8,487   $ 6,196   $ 14,564   $ (569 )   $ 28,678


  Three Months Ended September 30, 2025
  (Unaudited)
  Digital Advertising   Subscription Digital Marketing Solutions   Broadcast Advertising   Other   Total
Net Revenue $ 40,228   $ 18,649   $ 46,997   $ 885     $ 106,759
Direct operating expenses, excluding depreciation, amortization, and stock-based compensation   31,590     12,442     33,633     1,093       78,758
Segment Profit (Loss) $ 8,638   $ 6,207   $ 13,364   $ (208 )   $ 28,001


The following tables provide the calculation of Segment Profit (Loss) for the nine months ended September 30, 2026, and 2025 (in thousands). Segment Profit (Loss) represents net revenue less direct operating expenses, excluding depreciation, amortization, and stock-based compensation:

  Nine Months Ended September 30, 2026
  (Unaudited)
  Digital Advertising   Subscription Digital Marketing Solutions   Broadcast Advertising   Other   Total
Net Revenue $ 131,833   $ 51,747   $ 132,344   $ 7,158     $ 323,082
Direct operating expenses, excluding depreciation, amortization, and stock-based compensation   104,947     33,196     96,353     7,861       242,357
Segment Profit (Loss) $ 26,886   $ 18,551   $ 35,991   $ (703 )   $ 80,725


  Nine Months Ended September 30, 2025
  (Unaudited)
  Digital Advertising   Subscription Digital Marketing Solutions   Broadcast Advertising   Other   Total
Net Revenue $ 119,517   $ 56,438   $ 137,581   $ 7,346   $ 320,882
Direct operating expenses, excluding depreciation, amortization, and stock-based compensation   92,082     37,812     100,583     6,926     237,403
Segment Profit $ 27,435   $ 18,626   $ 36,998   $ 420   $ 83,479



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