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IMMEDIATE RELEASE

TOWNSQUARE BEATS Q2 ADJUSTED EBITDA GUIDE
AS ADJUSTED EBITDA EXCLUDING POLITICAL INCREASES +4% YOY

Digital Represents 55% of 1H’25 Net Revenue and 56% of 1H’25 Segment Profit
Repurchased $10 Million of Debt in Q2’25 and $13 Million of Debt Since the February 2025 Refinancing

Purchase, NY – August 6, 2025 - Townsquare Media, Inc. (NYSE: TSQ) (“Townsquare”, the "Company," "we," "us," or "our") announced today its financial results for the second quarter ended June 30, 2025.

“I am pleased to share that Townsquare’s second quarter results met or exceeded our previously issued guidance. Due to our robust local presence and holistic set of local and digital marketing solutions available to our local clients, we were able to navigate revenue pressures caused by April’s Liberation Day and achieve our total net revenue guidance, while continuing to thoughtfully manage our expense base and deliver Adjusted EBITDA above our second quarter guidance. In the second quarter, net revenue decreased -1.6% year-over-year excluding political, and -2.3% in total, meeting our guidance, and Adjusted EBITDA increased +3.8% year-over-year excluding political, and +0.7% in total, exceeding our guidance. In addition, our second quarter net income improved by $50.9 million year-over-year to $2.0 million,” commented Bill Wilson, Chief Executive Officer of Townsquare Media, Inc. “Digital is and will continue to be Townsquare’s growth engine, and we believe Townsquare’s ability to drive profitable, sustainable digital growth is a key differentiator for our Company. In the first six months of 2025, Townsquare’s total Digital net revenue increased +4.1% year-over-year, with growth in each of our Digital segments (Digital Advertising net revenue increased +4.8% and Subscription Digital Marketing Solutions net revenue increased +2.8%). In addition, our Digital segments delivered strong Segment Profit growth in the first six months of 2025, which increased +9.4% in total as compared to the prior year, operating at a 27% profit margin. In total, Digital represented 55% of our total net revenue and 56% of our total Segment Profit in the first half of the year.”

Mr. Wilson continued, “We are proud that our business model gives us the ability to deliver solid and consistent results, while also producing strong cash flow, which we have been applying towards organic investment in our business and debt paydown, and which we will continue to do for the remainder of the year. Due to our strong cash generation and successful refinancing earlier this year, we retain financial flexibility moving forward and we are 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 November 3, 2025 to shareholders of record as of the close of business on October 27, 2025. As of the last closing price that reflects a dividend yield of approximately 12%.

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.

Second Quarter Results*
As compared to the second quarter of 2024:
Net revenue decreased 2.3%, and 1.6% excluding political
Net income (loss) increased $50.9 million from net loss of $48.9 million to net income of $2.0 million
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Adjusted EBITDA increased 0.7%
Total Digital net revenue increased 2.1%
Digital Advertising net revenue increased 2.4%
Subscription Digital Marketing Solutions (“Townsquare Interactive”) net revenue increased 1.4%
Total Digital Segment Profit increased 4.3%
Digital Advertising Segment Profit decreased 1.0%
Subscription Digital Marketing Solutions Segment Profit increased 15.2%
Broadcast Advertising net revenue decreased 9.2%, and 7.8% excluding political
Net income per diluted share was $0.09 and Adjusted Net Income per diluted share was $0.22
Repaid $9.9 million of our Senior Secured Credit Facility, including $7.0 million of the Revolver and $2.9 million of Term Loan

Year-to-Date Highlights*
As compared to the six months ended June 30, 2024:
Net revenue decreased 1.7%, and 1.1% excluding political
Net income (loss) increased $47.8 million from net loss of $47.3 million to net income of $0.5 million
Adjusted EBITDA increased 1.8%
Total Digital net revenue increased 4.1%
Digital Advertising net revenue increased 4.8%
Subscription Digital Marketing Solutions net revenue increased 2.8%
Total Digital Segment Profit increased 9.4%
Digital Advertising Segment Profit increased 4.1%
Subscription Digital Marketing Solutions Segment Profit increased 18.6%
Broadcast Advertising net revenue decreased 9.2%, 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 Facility
Redeemed all of the Company’s outstanding 2026 Senior Secured Notes of $467.4 million
Repaid $12.9 million of our Senior Secured Credit Facility, including $10.0 million of the Revolver and $2.9 million of Term Loan
*See below for discussion of non-GAAP measures.

Guidance
For the third quarter of 2025, net revenue is expected to be between $106.5 million and $108.5 million, and Adjusted EBITDA is expected to be between $22.0 million and $23.0 million.

For the full year 2025, net revenue is expected to be between $435 million and $440 million, and Adjusted EBITDA is expected to be between $90 million and $94 million, both within our original guidance ranges.

Quarter Ended June 30, 2025 Compared to the Quarter Ended June 30, 2024

Net Revenue
Net revenue for the three months ended June 30, 2025 decreased $2.8 million, or 2.3%, to $115.4 million as compared to $118.2 million in the same period in 2024. Broadcast Advertising net revenue decreased $4.9 million, or 9.2%, as compared to the second quarter of 2024, due to decreases in the purchases of advertising by our clients. This decrease was partially offset by an increase in Digital Advertising net revenue of $1.0 million, or 2.4%, and a $0.3 million, or 1.4%, increase in Subscription Digital Marketing Solutions net revenue, each as compared to the same period in 2024, due to purchases of new advertising, and an increase in Other net revenue of $0.9 million, or 19.9%, due to the performance of certain events.

Excluding political revenue of $0.6 million and $1.5 million for the three months ended June 30, 2025 and 2024, respectively, net revenue decreased $1.9 million, or 1.6%, to $114.9 million, Broadcast Advertising net revenue decreased $4.1 million, or 7.8%, to $48.2 million, and Digital Advertising net revenue increased $1.1 million, or 2.5%, to $42.4 million.

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Net Income (Loss)
For the three months ended June 30, 2025, we reported net income of $2.0 million, an increase of $50.9 million as compared to net loss of $48.9 million in the same period last year. The increase was due to a $31.1 million decrease in non-cash impairment charges, a $5.9 million increase in gain on sale and retirement of assets and a $4.5 million decrease in stock-based compensation, partially offset by a $3.4 million increase in interest expense. Adjusted Net Income increased 55.9%, or $1.3 million to $3.6 million, as compared to Adjusted Net Income of $2.3 million for the same period last year.

Adjusted EBITDA
Adjusted EBITDA for the three months ended June 30, 2025 increased $0.2 million, or 0.7%, to $26.4 million, as compared to $26.2 million in the same period last year. Adjusted EBITDA (Excluding Political) increased $1.0 million, or 3.8%, to $25.9 million, as compared to $25.0 million in the same period last year.

Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024

Net Revenue
Net revenue for the six months ended June 30, 2025, decreased $3.7 million, or 1.7%, to $214.1 million as compared to $217.9 million in the same period in 2024. Broadcast Advertising net revenue decreased $9.1 million, or 9.2%, due to decreases in the purchases of advertising by our clients. This decrease was partially offset by an increase in Digital Advertising net revenue of $3.6 million, or 4.8%, an increase in Subscription Digital Marketing Solutions net revenue of $1.0 million, or 2.8%, and an increase in Other net revenue of $0.7 million, or 11.5%, each as compared to the same period a year ago.

Excluding political revenue of $1.1 million and $2.5 million for the six months ended June 30, 2025 and 2024, respectively, net revenue decreased $2.3 million, or 1.1% to $213.0 million, Broadcast Advertising net revenue decreased $7.8 million, or 8.0%, to $89.0 million, and Digital Advertising net revenue increased $3.7 million, or 4.9%, to $79.1 million.

Net Income (Loss)
For the six months ended June 30, 2025, we reported net income of $0.5 million, an increase of $47.8 million as compared to a net loss of $47.3 million in the same period last year. The increase was due to a $32.8 million decrease in non-cash impairment charges, a $5.9 million increase in gain on sale and retirement of assets and a $3.2 million decrease in stock-based compensation. These increases in operating income were partially offset by a $4.8 million decrease in other income (loss) primarily due to a $4.0 million gain on the third-party acquisition of an investee in 2024, a $4.6 million increase in interest expense, and a $1.5 million loss on the early repayment of our 2026 Notes in February 2025. Adjusted Net Income is $2.8 million for both periods.

Adjusted EBITDA
Adjusted EBITDA for the six months ended June 30, 2025 increased $0.8 million, or 1.8% to $44.6 million, as compared to $43.8 million in the same period last year. Adjusted EBITDA (Excluding Political) increased $2.0 million, or 4.8%, to $43.6 million, as compared to $41.6 million in the same period last year.

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Liquidity and Capital Resources
As of June 30, 2025, we had a total of $3.2 million of cash and cash equivalents and $467.1 million of outstanding indebtedness, representing 4.62x and 4.58x gross and net leverage, respectively, based on Adjusted EBITDA for the twelve months ended June 30, 2025, of $101.2 million.

The table below presents a summary, as of August 1, 2025, of our outstanding common stock (net of treasury shares).
Security
Number OutstandingDescription
Class A common stock15,130,156 One vote per share.
Class B common stock815,296 
10 votes per share.1
Class C common stock500,000 
No votes.1
Total16,445,452 
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 second quarter 2025 financial results and 2025 guidance on Wednesday, August 6, 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 August 13, 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 1173163. 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 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
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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 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 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, gains on sale of investments, change in fair value of investment, net (gain) loss on sale and retirement of assets, loss (gain) on extinguishment and repurchases of debt 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 June 30, 2025, divided by our Adjusted EBITDA for the twelve months ended June 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 Relations
Claire Yenicay
(203) 900-5555
investors@townsquaremedia.com
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TOWNSQUARE MEDIA, INC.
CONSOLIDATED BALANCE SHEETS
(in Thousands, Except Share and Per Share Data)
(unaudited)



June 30,
2025
December 31,
2024
ASSETS
Current assets:
   Cash and cash equivalents$3,183 $32,990 
Accounts receivable, net of allowance for credit losses of $3,756 and $3,924, respectively
59,752 60,635 
   Prepaid expenses and other current assets13,965 11,822 
Total current assets
76,900 105,447 
Property and equipment, net110,273 110,269 
Intangible assets, net158,846 162,156 
Goodwill152,903 152,903 
Investments725 725 
Operating lease right-of-use assets45,191 48,322 
Other assets568 592 
Restricted cash323 — 
Total assets
$545,729 $580,414 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
  Accounts payable$9,931 $4,451 
  Current portion of long-term debt11,750 — 
  Deferred revenue8,611 9,899 
  Accrued compensation and benefits8,758 12,903 
  Accrued expenses and other current liabilities26,398 26,572 
  Operating lease liabilities, current8,153 9,026 
  Accrued interest4,983 13,405 
Total current liabilities78,584 76,256 
Long-term debt, net of discount and deferred finance costs of $27,342 and $1,680, respectively
427,971 465,756 
Deferred tax liability15,401 12,500 
Operating lease liability, net of current portion42,207 44,177 
Other long-term liabilities8,658 10,167 
Total liabilities
572,821 608,856 
Stockholders’ deficit:
Class A common stock, par value $0.01 per share; 300,000,000 shares authorized; 16,003,264 and 15,386,219 shares issued and outstanding, respectively
160 154 
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
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
   Total common stock173 167 
   Treasury stock, at cost; 965,399 and 965,399 shares of Class A common stock, respectively
(11,203)(11,203)
   Additional paid-in capital316,168 307,000 
   Accumulated deficit(335,257)(327,819)
   Non-controlling interest 3,027 3,413 
Total stockholders’ deficit
(27,092)(28,442)
Total liabilities and stockholders’ deficit
$545,729 $580,414 

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TOWNSQUARE MEDIA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in Thousands, Except Per Share Data)
(unaudited)



Three Months Ended 
June 30,
Six Months Ended 
June 30,
2025202420252024
Net revenue$115,448 $118,225 $214,123 $217,858 
Operating costs and expenses:
Direct operating expenses, excluding depreciation, amortization, and stock-based compensation82,829 85,512 158,645 162,407 
Depreciation and amortization4,558 5,014 8,973 9,949 
Corporate expenses6,198 6,482 10,920 11,699 
Stock-based compensation3,790 8,325 7,978 11,195 
Transaction and business realignment costs1,389 1,594 3,827 3,038 
Impairment of intangible assets, investments, goodwill and long-lived assets
1,500 32,638 1,500 34,256 
Net (gain) loss on sale and retirement of assets(5,866)30 (5,903)44 
    Total operating costs and expenses94,398 139,595 185,940 232,588 
    Operating income (loss)21,050 (21,370)28,183 (14,730)
Other expense (income):
Interest expense, net12,652 9,212 22,891 18,243 
(Gain) loss on repurchases and extinguishment of debt— (3)1,452 (3)
Other expense (income), net100 (546)91 (4,697)
Income (loss) from operations before tax8,298 (30,033)3,749 (28,273)
Income tax provision6,289 18,825 3,251 19,032 
Net income (loss)$2,009 $(48,858)$498 $(47,305)
Net income (loss) attributable to:
     Controlling interests$1,567 $(49,244)$(415)$(48,108)
     Non-controlling interests442 386 913 803 
    Net income (loss)$2,009 $(48,858)$498 $(47,305)
Basic income (loss) per share$0.10 $(3.26)$(0.03)$(3.04)
Diluted income (loss) per share$0.09 $(3.26)$(0.03)$(3.04)
Weighted average shares outstanding:
     Basic16,225 15,097 16,057 15,829 
     Diluted16,509 15,097 16,057 15,829 

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TOWNSQUARE MEDIA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in Thousands)
(unaudited)

Six Months Ended June 30,
20252024
Cash flows from operating activities:
Net income (loss)$498 $(47,305)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
     Depreciation and amortization8,973 9,949 
     Amortization of debt discount and deferred financing costs2,011 990 
     Non-cash lease income(849)(248)
     Net deferred taxes and other2,901 18,635 
     Allowance for credit losses1,869 2,686 
     Stock-based compensation expense7,978 11,195 
     Loss (gain) on extinguishment and repurchase of debt1,452 (3)
     Trade and barter activity, net(267)(575)
     Impairment of intangible assets, investments, goodwill and long-lived assets1,500 34,256 
     Net (gain) loss on sale and retirement of assets(5,903)44 
     Gain on sale of investment— (4,009)
     Unrealized gain on investment— (202)
     Amortization of content rights
739 2,445 
     Change in content rights liabilities
(833)(2,464)
     Other1,391 2,150 
Changes in assets and liabilities:
Accounts receivable(860)(2,857)
Prepaid expenses and other assets(1,762)(527)
Accounts payable5,399 (365)
Accrued expenses(5,892)(12,778)
Accrued interest(8,422)(377)
Other long-term liabilities206 44 
Net cash provided by operating activities10,129 10,684 
Cash flows from investing activities:
Purchases of property and equipment(8,265)(8,679)
Net proceeds from sale of assets and investment related transactions6,349 4,408 
   Proceeds from insurance recoveries10 278 
Net cash used in investing activities(1,906)(3,993)
Cash flows from financing activities:
Repayment and repurchases of 2026 Notes(467,436)(13,589)
Proceeds from Term Loan446,400 — 
Repayment of Term Loan(2,938)— 
Deferred financing costs(4,676)— 
   Borrowings under the revolving credit facility10,000 — 
Repayment of borrowings under the revolving credit facility(10,000)— 
Dividend payments(6,558)(6,256)
Proceeds from stock options exercised691 4,773 
Shares withheld in lieu of employee tax withholding(1,475)(35)
   Withholdings for shares issued under the ESPP289 403 
Repurchases of stock— (22,133)
Cash distribution to non-controlling interests(1,299)(1,300)
Repayments of capitalized obligations(705)(1,085)
      Net cash used in financing activities(37,707)(39,222)
Cash and cash equivalents and restricted cash:
      Net decrease in cash, cash equivalents and restricted cash(29,484)(32,531)
      Beginning of period32,990 61,549 
      End of period$3,506 $29,018 
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TOWNSQUARE MEDIA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(in Thousands)
(unaudited)

Six Months Ended 
June 30,
20252024
Supplemental Disclosure of Cash Flow Information:
   Cash payments:
Interest
$29,340 $18,244 
Income taxes
785 684 
Supplemental Disclosure of Non-cash Activities:
Dividends declared, but not paid during the period$3,519 $3,174 
   Accrued financing costs849 — 
   Property and equipment acquired in exchange for advertising(1)
522 587 
   Accrued capital expenditures212 124 
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
$6,110 $6,094 
Right-of-use assets obtained in exchange for operating lease obligations
1,899 3,524 
Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents$3,183 $28,511 
Restricted cash323 507 
$3,506 $29,018 
(1) Represents total advertising services provided by the Company in exchange for property and equipment during each of the six months ended June 30, 2025 and 2024, respectively.


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TOWNSQUARE MEDIA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS BY SEGMENT
(in Thousands)
(unaudited)

Three Months Ended 
June 30,
Six Months Ended 
June 30,
20252024% Change20252024% Change
Digital Advertising$42,538 $41,524 2.4 %$79,289 $75,680 4.8 %
Subscription Digital Marketing Solutions18,767 18,515 1.4 %37,789 36,768 2.8 %
Broadcast Advertising48,684 53,633 (9.2)%89,999 99,088 (9.2)%
Other5,459 4,553 19.9 %7,046 6,322 11.5 %
Net revenue115,448 118,225 (2.3)%214,123 217,858 (1.7)%
Digital Advertising expenses31,641 30,515 3.7 %60,492 57,615 5.0 %
Subscription Digital Marketing Solutions Expenses12,524 13,098 (4.4)%25,370 26,295 (3.5)%
Broadcast Advertising expenses34,007 37,612 (9.6)%66,950 72,882 (8.1)%
Other expenses4,657 4,287 8.6 %5,833 5,615 3.9 %
Direct operating expenses82,829 85,512 (3.1)%158,645 162,407 (2.3)%
Depreciation and amortization4,558 5,014 (9.1)%8,973 9,949 (9.8)%
Corporate expenses6,198 6,482 (4.4)%10,920 11,699 (6.7)%
Stock-based compensation3,790 8,325 (54.5)%7,978 11,195 (28.7)%
Transaction and business realignment costs1,389 1,594 (12.9)%3,827 3,038 26.0 %
Impairment of intangible assets, investments, goodwill and long-lived assets1,500 32,638 (95.4)%1,500 34,256 (95.6)%
Net (gain) loss on sale and retirement of assets(5,866)30 **(5,903)44 **
    Total operating costs and expenses94,398 139,595 (32.4)%185,940 232,588 (20.1)%
    Operating income (loss)21,050 (21,370)**28,183 (14,730)**
Other expense (income):
Interest expense, net12,652 9,212 37.3 %22,891 18,243 25.5 %
(Gain) loss on repurchases and extinguishment of debt— (3)(100.0)%1,452 (3)**
Other expense (income), net100 (546)**91 (4,697)**
Income (loss) from operations before tax8,298 (30,033)**3,749 (28,273)**
Income tax provision6,289 18,825 66.6 %3,251 19,032 82.9 %
Net income (loss)$2,009 $(48,858)**$498 $(47,305)**
** not meaningful



10


The following table presents Net revenue by segment and Segment Profit, for the three and six months ended June 30, 2025, and 2024, respectively (in thousands):

Three Months Ended 
June 30,
Six Months Ended 
June 30,
(Unaudited)(Unaudited)
20252024% Change20252024% Change
Digital Advertising$42,538 $41,524 2.4 %$79,289 $75,680 4.8 %
Subscription Digital Marketing Solutions18,767 18,515 1.4 %37,789 36,768 2.8 %
Digital 61,305 60,039 2.1 %117,078 112,448 4.1 %
Broadcast Advertising48,684 53,633 (9.2)%89,999 99,088 (9.2)%
Other5,459 4,553 19.9 %7,046 6,322 11.5 %
Net revenue$115,448 $118,225 (2.3)%$214,123 $217,858 (1.7)%
Digital Advertising$10,897 $11,009 (1.0)%$18,797 $18,065 4.1 %
Subscription Digital Marketing Solutions6,243 5,417 15.2 %12,419 10,473 18.6 %
Digital17,140 16,426 4.3 %31,216 28,538 9.4 %
Broadcast Advertising14,677 16,021 (8.4)%23,049 26,206 (12.0)%
Other802 266 201.5 %1,213 707 71.6 %
Segment Profit$32,619 $32,713 (0.3)%$55,478 $55,451 0.0 %

The following table reconciles Net revenue to Net revenue, excluding political revenue on a GAAP basis by segment for the three and six months ended June 30, 2025, and 2024, respectively (in thousands):

Three Months Ended 
June 30,
Six Months Ended 
June 30,
(Unaudited)(Unaudited)
20252024% Change20252024% Change
Digital Advertising$42,538 $41,524 2.4 %$79,289 $75,680 4.8 %
Subscription Digital Marketing Solutions18,767 18,515 1.4 %37,789 36,768 2.8 %
Digital61,305 60,039 2.1 %117,078 112,448 4.1 %
Broadcast Advertising48,684 53,633 (9.2)%89,999 99,088 (9.2)%
Other5,459 4,553 19.9 %7,046 6,322 11.5 %
Net revenue$115,448 $118,225 (2.3)%$214,123 $217,858 (1.7)%
Digital Advertising political revenue109 147 (25.9)%158 219 (27.9)%
Subscription Digital Marketing Solutions political revenue— — — — — — 
Broadcast Advertising political revenue447 1,312 (65.9)%965 2,300 (58.0)%
Other political revenue— — — — — — 
Political revenue$556 $1,459 (61.9)%$1,123 $2,519 (55.4)%
Digital Advertising net revenue (ex. political)42,429 41,377 2.5 %79,131 75,461 4.9 %
Subscription Digital Marketing Solutions net revenue (ex. political)18,767 18,515 1.4 %37,789 36,768 2.8 %
Digital net revenue (ex. political)61,196 59,892 2.2 %116,920 112,229 4.2 %
Broadcast Advertising political net revenue (ex. political)48,237 52,321 (7.8)%89,034 96,788 (8.0)%
Other net revenue (ex. political)5,459 4,553 19.9 %7,046 6,322 11.5 %
Net revenue (ex. political)$114,892 $116,766 (1.6)%$213,000 $215,339 (1.1)%





11


The following table reconciles net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted Net income for the three and six months ended June 30, 2025, and 2024, respectively (in thousands, except per share data):

Three Months Ended 
June 30,
Six Months Ended 
June 30,
(Unaudited)
2025202420252024
Net income (loss)$2,009 $(48,858)$498 $(47,305)
Income tax provision6,289 18,825 3,251 19,032 
Income (loss) from operations before taxes8,298 (30,033)3,749 (28,273)
Transaction and business realignment costs1,389 1,594 3,827 3,038 
Impairment of intangible and long-lived assets1,500 32,638 1,500 34,256 
Net (gain) loss on sale and retirement of assets(5,866)30 (5,903)44 
   (Gain) loss on repurchases and extinguishment of debt— (3)1,452 (3)
Gain on sale of investment— — — (4,009)
Change in fair value of investment— (434)— (202)
Gain on insurance recoveries(6)(278)(10)(278)
Net income attributable to non-controlling interest, net of income taxes(442)(386)(913)(803)
Adjusted net income before income taxes4,873 3,128 3,702 3,770 
   Income tax provision (1)
1,235 794 938 957 
Adjusted Net Income$3,638 $2,334 $2,764 $2,813 
Adjusted Net Income Per Share:
   Basic$0.22 $0.15 $0.17 $0.18 
   Diluted$0.22 $0.14 $0.17 $0.16 
Weighted average shares outstanding:
     Basic16,225 15,097 16,057 15,829 
     Diluted16,509 17,282 16,689 17,998 
(1) Income tax provision for the three and six months ended June 30, 2025 and 2024, respectively, was calculated using the Company's statutory effective tax rate.

12


The following table reconciles net income (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 six months ended June 30, 2025, and 2024, respectively (dollars in thousands):

Three Months Ended 
June 30,
Six Months Ended 
June 30,
(Unaudited)
2025202420252024
Net income (loss)$2,009 $(48,858)$498 $(47,305)
Income tax provision6,289 18,825 3,251 19,032 
Interest expense, net12,652 9,212 22,891 18,243 
(Gain) loss on repurchases and extinguishment of debt— (3)1,452 (3)
Depreciation and amortization4,558 5,014 8,973 9,949 
Stock-based compensation3,790 8,325 7,978 11,195 
Transaction and business realignment costs1,389 1,594 3,827 3,038 
Impairment of intangible and long-lived assets1,500 32,638 1,500 34,256 
Other (a)
(5,766)(516)(5,812)(4,653)
Adjusted EBITDA$26,421 $26,231 $44,558 $43,752 
Political Adjusted EBITDA(473)(1,240)(955)(2,141)
Adjusted EBITDA (Excluding Political)$25,948 $24,991 $43,603 $41,611 
Political Adjusted EBITDA473 1,240 955 2,141 
Net cash paid for interest(11,381)(606)(29,340)(18,244)
Capital expenditures(3,790)(4,251)(8,265)(8,679)
Cash paid for taxes(729)(672)(785)(684)
Adjusted EBITDA Less Interest, Capex and Taxes$10,521 $20,702 $6,168 $16,145 
(a) Other includes net (gain) loss on sale and retirement of assets and other (income) expense, net.

13


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 June 30, 2025 (dollars in thousands):
Three Months EndedTwelve Months Ended
(Unaudited)
September 30, 2024December 31, 2024March 31, 2025June 30, 2025June 30, 2025
Net income (loss)$11,336 $25,041 $(1,511)$2,009 $36,875 
Income tax (benefit) provision(5,129)(12,596)(3,038)6,289 (14,474)
Interest expense, net9,175 8,808 10,239 12,652 40,874 
(Gain) loss on repurchases and extinguishment of debt(8)57 1,452 — 1,501 
Depreciation and amortization4,947 4,771 4,415 4,558 18,691 
Stock-based compensation2,867 3,109 4,188 3,790 13,954 
Transaction and business realignment costs645 1,222 2,438 1,389 5,694 
Impairment of intangible assets, investments, goodwill and long-lived assets2,008 1,450 — 1,500 4,958 
Other (a)
(387)(683)(46)(5,766)(6,882)
Adjusted EBITDA$25,454 $31,179 $18,137 $26,421 $101,191 
(a) Other includes net (gain) loss on sale and retirement of assets and other (income) expense, net.

14


The following tables provide the calculation of Segment Profit for the three months ended June 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 June 30, 2025
(Unaudited)
Digital AdvertisingSubscription Digital Marketing SolutionsBroadcast AdvertisingOtherTotal
Net Revenue$42,538 $18,767 $48,684 $5,459 $115,448 
Direct operating expenses, excluding depreciation, amortization, and stock-based compensation31,641 12,524 34,007 4,657 82,829 
Segment Profit$10,897 $6,243 $14,677 $802 $32,619 

Three Months Ended June 30, 2024
(Unaudited)
Digital AdvertisingSubscription Digital Marketing SolutionsBroadcast AdvertisingOtherTotal
Net Revenue$41,524 $18,515 $53,633 $4,553 $118,225 
Direct operating expenses, excluding depreciation, amortization, and stock-based compensation30,515 13,098 37,612 4,287 85,512 
Segment Profit$11,009 $5,417 $16,021 $266 $32,713 

The following tables provide the calculation of Segment Profit for the six months ended June 30, 2025, and 2024 (in thousands). Segment Profit represents net revenue less direct operating expenses, excluding depreciation, amortization, and stock-based compensation:

Six Months Ended June 30, 2025
(Unaudited)
Digital AdvertisingSubscription Digital Marketing SolutionsBroadcast AdvertisingOtherTotal
Net Revenue$79,289 $37,789 $89,999 $7,046 $214,123 
Direct operating expenses, excluding depreciation, amortization, and stock-based compensation60,492 25,370 66,950 5,833 158,645 
Segment Profit$18,797 $12,419 $23,049 $1,213 $55,478 

Six Months Ended June 30, 2024
(Unaudited)
Digital AdvertisingSubscription Digital Marketing SolutionsBroadcast AdvertisingOtherTotal
Net Revenue$75,680 $36,768 $99,088 $6,322 $217,858 
Direct operating expenses, excluding depreciation, amortization, and stock-based compensation57,615 26,295 72,882 5,615 162,407 
Segment Profit$18,065 $10,473 $26,206 $707 $55,451 

15