• Townsquare Drives Sequential Improvement in Second Quarter

    ソース: Nasdaq GlobeNewswire / 07 8 2024 06:00:01   America/New_York

    Digital Represents 52% of 1H'24 Total Net Revenue
    Repurchased $14 Million of Debt and $22 Million of Equity in 1H’24

    PURCHASE, N.Y., Aug. 07, 2024 (GLOBE NEWSWIRE) -- Townsquare Media, Inc. (NYSE: TSQ) (“Townsquare”, the "Company," "we," "us," or "our") announced today its financial results for the second quarter ended June 30, 2024.

    “I am pleased to share that Townsquare’s momentum is building as demonstrated by another quarter of sequential net revenue improvement, primarily due to our local focus and our unique and differentiated digital platform. Second quarter net revenue decreased -2.5% year-over-year and Adjusted EBITDA decreased -8.3% year-over-year, both meeting guidance and reflecting a sequential improvement from first quarter declines. In the second quarter, the Company reported a net loss of $48.9 million, in large part due to non-cash impairment charges. Our Q2 performance was driven by stabilizing and/or improving trends across segments: Townsquare Interactive returned to sequential revenue growth in each month of the quarter, as a result of positive subscriber trends that have improved dramatically compared to previous quarters; Digital Advertising net revenue growth continued at +1% year-over-year; and Broadcast Advertising net revenue was approximately flat as compared to the prior year, an improvement from first quarter declines. In total, Digital represented 52% of Townsquare’s net revenue in the first six months of the year,” commented Bill Wilson, Chief Executive Officer of Townsquare Media, Inc. “Additionally, we continue to generate strong cash flow, granting us the ability to invest in our digital growth engine while preserving financial flexibility, as evidenced by our ongoing debt and share buybacks in the open market. In fact, S&P Global upgraded their rating of our Senior Secured Notes (the “Notes”) from B to B+ in June, citing our performance and credit metrics. In the first six months of the year, we have repurchased and retired $14 million of our Notes at a discount to par, and repurchased $22 million of equity, or 2.2 million shares, including the accretive share repurchase of 1.5 million shares from Madison Square Garden. At the same time, we have maintained our high yielding dividend and a strong cash balance, which was $29 million at the end of the second quarter.”

    Mr. Wilson concluded, "Most importantly, due to our current cash position and our strong cash generation, 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 and cash flow growth, net leverage reduction, future dividend payments, and potential future share repurchases.

    The Company announced today that its Board of Directors approved a quarterly cash dividend of $0.1975 per share. The dividend will be payable on November 1, 2024 to shareholders of record as of the close of business on October 15, 2024. As of yesterday’s closing price that reflects a dividend yield of approximately 7%.

    Segment Reporting
    We have three reportable operating segments, Subscription Digital Marketing Solutions, Digital Advertising and Broadcast Advertising. The Subscription Digital Marketing Solutions segment includes our subscription digital marketing solutions business, Townsquare Interactive. The Digital Advertising segment, marketed externally as Townsquare Ignite, includes digital advertising on our owned and operated digital properties, our first party data digital management platform and our digital programmatic advertising platform. 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 2023:
      • Net revenue decreased 2.5%, and 3.4% excluding political
      • Net loss increased $46.2 million
      • Adjusted EBITDA decreased 8.3%
      • Total Digital net revenue decreased 3.8%
        • Subscription Digital Marketing Solutions (“Townsquare Interactive”) net revenue decreased 12.9%
        • Digital Advertising net revenue increased 1.0%
      • Total Digital Adjusted Operating Income decreased 19.4%
        • Subscription Digital Marketing Solutions Adjusted Operating Income decreased 10.1%
        • Digital Advertising Adjusted Operating Income decreased 23.3%
      • Broadcast Advertising net revenue decreased 0.2%, and decreased 1.9% excluding political
    • Loss per share was $3.26 and Adjusted Net Income per diluted share was $0.14
    • Repurchased an aggregate $13.7 million of our 2026 Senior Secured Notes below par
    • Repurchased 1.8 million shares of the Company’s common stock at an average price of $10.13
    • Repurchased and retired 3.2 million options expiring in July 2024 for a net purchase price of $3.61 per option

    Year-to-Date Highlights*

    • As compared to the six months ended June 30, 2023:
      • Net revenue decreased 2.9%, and 3.7% excluding political
      • Net loss increased $42.7 million
      • Adjusted EBITDA decreased 9.0%
      • Total Digital net revenue decreased 4.4%
        • Subscription Digital Marketing Solutions net revenue decreased 14.2%
        • Digital Advertising net revenue increased 1.1%
      • Total Digital Adjusted Operating Income decreased 20.9%
        • Subscription Digital Marketing Solutions Adjusted Operating Income decreased 9.9%
        • Digital Advertising Adjusted Operating Income decreased 26.1%
      • Broadcast Advertising net revenue decreased 0.6%, and 2.3%, excluding political
    • Repurchased 2.2 million shares of the Company’s common stock at an average price of $10.25

    *See below for discussion of non-GAAP measures.

    Guidance
    For the third quarter of 2024, net revenue is expected to be between $114 million and $116 million, and Adjusted EBITDA is expected to be between $25 million and $27 million.

    For the full year 2024, net revenue is expected to be between $440 million and $455 million, and Adjusted EBITDA is expected to be between $100 million and $105 million.

    Quarter Ended June 30, 2024 Compared to the Quarter Ended June 30, 2023

    Net Revenue
    Net revenue for the three months ended June 30, 2024 decreased $3.0 million, or 2.5%, to $118.2 million as compared to $121.2 million in the same period in 2023. Subscription Digital Marketing Solutions net revenue decreased $2.8 million, or 12.9%, Other net revenue decreased $0.6 million, or 11.0%, and Broadcast Advertising net revenue decreased $0.1 million, or 0.2%, as compared to the same period in 2023. These decreases were partially offset by an increase in Digital Advertising net revenue of $0.4 million, or 1.0%, as compared to the same period in 2023. Excluding political revenue of $1.5 million and $0.4 million for the three months ended June 30, 2024 and 2023, respectively, net revenue decreased $4.1 million, or 3.4%, to $116.8 million, Broadcast Advertising net revenue decreased $1.0 million, or 1.9%, to $52.3 million, and Digital Advertising net revenue increased $0.3 million, or 0.7%, to $41.4 million.

    Net Loss
    For the three months ended June 30, 2024, we reported a net loss of $48.9 million, as compared to a net loss of $2.7 million in the same period last year. The increase was primarily due to a $25.3 million increase in the income tax provision due to an increase in the valuation allowance for interest expense carryforwards, as well as increases in non-cash impairment charges, stock-based compensation, and transaction and business realignment costs, and decreases in other income and net revenue. Adjusted Net Income decreased $6.1 million as compared to the same period last year.

    Adjusted EBITDA
    Adjusted EBITDA for the three months ended June 30, 2024 decreased $2.4 million, or 8.3%, to $26.2 million, as compared to $28.6 million in the same period last year. Adjusted EBITDA (Excluding Political) decreased $3.3 million, or 11.6%, to $25.0 million, as compared to $28.3 million in the same period last year.

    Six Months Ended June 30, 2024 Compared to the Six Months Ended June 30, 2023

    Net Revenue
    Net revenue for the six months ended June 30, 2024, decreased $6.5 million, or 2.9%, to $217.9 million as compared to $224.3 million in the same period in 2023. Subscription Digital Marketing Solutions net revenue decreased $6.1 million, or 14.2%, Other net revenue decreased $0.7 million, or 10.1%, and Broadcast Advertising net revenue decreased $0.6 million, or 0.6%. These declines were partially offset by an $0.8 million, or 1.1%, increase in Digital Advertising net revenue as compared to the same period in 2023. Excluding political revenue of $2.5 million and $0.6 million for the six months ended June 30, 2024 and 2023, respectively, net revenue decreased $8.4 million, or 3.7% to $215.3 million, Broadcast Advertising net revenue decreased $2.3 million, or 2.3%, to $96.8 million, and Digital Advertising net revenue increased $0.7 million, or 0.9%, to $75.5 million.

    Net Loss
    For the six months ended June 30, 2024, we reported a net loss of $47.3 million, as compared to a net loss of $4.6 million in the same period last year. The increase was primarily due to a $27.1 million increase in the income tax provision due to an increase in the valuation allowance for interest expense carryforwards, as well as increases in stock-based compensation and transaction and business realignment costs, and decreases in net revenue and other income (expense), partially offset by a decrease in direct operating expenses. Adjusted Net Income decreased $7.6 million as compared to the same period last year.

    Adjusted EBITDA
    Adjusted EBITDA for the six months ended June 30, 2024 decreased $4.3 million, or 9.0% to $43.8 million, as compared to $48.1 million in the same period last year. Adjusted EBITDA (Excluding Political) decreased $5.9 million, or 12.5%, to $41.6 million, as compared to $47.5 million in the same period last year.

    Liquidity and Capital Resources
    As of June 30, 2024, we had a total of $28.5 million of cash and cash equivalents and $489.9 million of outstanding indebtedness, representing 5.12x and 4.82x gross and net leverage, respectively, based on Adjusted EBITDA for the twelve months ended June 30, 2024, of $95.7 million.

    The table below presents a summary, as of August 2, 2024, of our outstanding common stock.

    Security Number Outstanding Description
    Class A common stock         14,578,502         One vote per share.
    Class B common stock         815,296         10 votes per share.1
    Total         15,393,798          
    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 2024 financial results and 2024 guidance on Wednesday, August 7, 2024 at 8:00 a.m. Eastern Time. The conference call dial-in number is 1-800-343-5172 (U.S. & Canada) or 1-203-518-9856 (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 14, 2024. To access the replay, please dial 1-844-512-2921 (U.S. and Canada) or 1-412-317-6671 (International) and enter confirmation code 11156520. 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 media and digital marketing solutions company with market leading local radio stations, principally focused outside the top 50 markets in the U.S. Our assets include a subscription digital marketing services business, Townsquare Interactive, providing website design, creation and hosting, search engine optimization, social media and online reputation management as well as other digital monthly services for approximately 23,575 SMBs; a robust digital advertising division, Townsquare Ignite, a powerful combination of a) an 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 and b) a proprietary digital programmatic advertising technology stack with an in-house demand and data management platform; and a portfolio of 349 local terrestrial radio stations in 74 U.S. markets strategically situated outside the Top 50 markets in the United States. Our portfolio includes local media brands such as WYRK.com, WJON.com and NJ101.5.com, and premier national music brands such as XXLmag.com, TasteofCountry.com, UltimateClassicRock.com, and Loudwire.com. 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 Factors” in our 2023 Annual Report on Form 10-K, for the year ended December 31, 2023, filed with the SEC on March 15, 2024, 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 Operating Income, 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 Operating Income by Segment as operating income by segment before the deduction of depreciation and amortization, stock-based compensation, corporate expenses, transaction costs, business realignment costs, impairments and net loss (gain) on sale and retirement of assets. We define Adjusted EBITDA as net income before the deduction of income taxes, interest expense, net, gain on repurchases of debt, transaction and business realignment costs, depreciation and amortization, stock-based compensation, impairments, net loss (gain) 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 loss (gain) on sale and retirement of assets, gain on repurchases of debt, gain on sale of digital assets, 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 June 30, 2024, divided by our Adjusted EBITDA for the twelve months ended June 30, 2024. 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 non-recurring items. In addition, these non-GAAP measures may not be comparable to similarly-named measures reported by other companies.

    We use Adjusted Operating Income by Segment to evaluate the operating performance of our business segments. 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 transaction costs, net loss (gain) on sale and retirement of assets, business realignment costs and certain impairments. Further, while discretionary bonuses for members of management are not determined with reference to specific targets, our board of directors may consider Adjusted Operating Income by Segment, 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)
     
     June 30,
    2024    		 December 31,
    2023
    ASSETS   
    Current assets:   
    Cash and cash equivalents$28,511  $61,046 
    Accounts receivable, net of allowance for credit losses of $3,879 and $4,041, respectively 60,530   60,780 
    Prepaid expenses and other current assets 11,822   10,356 
    Total current assets 100,863   132,182 
    Property and equipment, net 110,011   110,194 
    Intangible assets, net 166,982   200,306 
    Goodwill 154,577   157,270 
    Investments 2,183   3,542 
    Operating lease right-of-use assets 43,800   46,887 
    Other assets 711   1,165 
    Restricted cash 507   503 
    Total assets$579,634  $652,049 
    LIABILITIES AND STOCKHOLDERS’ EQUITY   
    Current liabilities:   
    Accounts payable$4,710  $5,036 
    Deferred revenue 9,471   9,059 
    Accrued compensation and benefits 10,062   13,085 
    Accrued expenses and other current liabilities 26,630   25,112 
    Operating lease liabilities, current 9,506   9,376 
    Accrued interest 14,043   14,420 
    Total current liabilities 74,422   76,088 
    Long-term debt, net of deferred finance costs of $2,880 and $3,960, respectively 487,056   499,658 
    Deferred tax liability 30,491   11,856 
    Operating lease liability, net of current portion 40,038   41,437 
    Other long-term liabilities 11,763   13,099 
    Total liabilities 643,770   642,138 
    Stockholders’ equity:   
    Class A common stock, par value $0.01 per share; 300,000,000 shares authorized; 15,298,802 and 14,023,767 shares issued and outstanding, respectively 153   140 
    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; 0 and 1,961,341 shares issued and outstanding, respectively —   20 
    Total common stock 161   168 
    Treasury stock, at cost; 840,461 and 183,768 shares of Class A common stock, respectively (9,829)  (2,177)
    Additional paid-in capital 299,161   310,612 
    Accumulated deficit (356,633)  (302,193)
    Non-controlling interest 3,004   3,501 
    Total stockholders’ equity (64,136)  9,911 
    Total liabilities and stockholders’ equity$579,634  $652,049 


    TOWNSQUARE MEDIA, INC.
    CONSOLIDATED STATEMENTS OF OPERATIONS
    (in Thousands, Except Per Share Data)
    (unaudited)
     
     Three Months Ended
    June 30,    		 Six Months Ended
    June 30,
     2024
    		 2023
    		 2024
    		 2023
    Net revenue$118,225  $121,231  $217,858  $224,341 
    Operating costs and expenses:       
    Direct operating expenses, excluding depreciation, amortization, and stock-based compensation 85,512   85,654   162,407   163,978 
    Depreciation and amortization 5,014   4,835   9,949   9,779 
    Corporate expenses 6,482   6,962   11,699   12,307 
    Stock-based compensation 8,325   2,106   11,195   3,878 
    Transaction and business realignment costs 1,594   311   3,038   603 
    Impairment of intangible assets, investments, goodwill and long-lived assets 32,638   26,240   34,256   34,727 
    Net loss (gain) on sale and retirement of assets 30   (49)  44   (341)
    Total operating costs and expenses 139,595   126,059   232,588   224,931 
    Operating loss (21,370)  (4,828)  (14,730)  (590)
    Other expense (income):       
    Interest expense, net 9,212   9,314   18,243   18,872 
    Gain on repurchases of debt (3)  (44)  (3)  (819)
    Other income, net (546)  (4,878)  (4,697)  (5,904)
    Loss from operations before tax (30,033)  (9,220)  (28,273)  (12,739)
    Income tax provision (benefit) 18,825   (6,520)  19,032   (8,098)
    Net loss$(48,858) $(2,700) $(47,305) $(4,641)
            
    Net (loss) income attributable to:       
    Controlling interests$(49,244) $(3,200) $(48,108) $(5,621)
    Non-controlling interests 386   500   803   980 
    Net loss$(48,858) $(2,700) $(47,305) $(4,641)
            
    Basic loss per share$(3.26) $(0.19) $(3.04) $(0.33)
            
    Diluted loss per share$(3.26) $(0.19) $(3.04) $(0.33)
            
    Weighted average shares outstanding:       
    Basic 15,097   17,221   15,829   17,212 
    Diluted 15,097   17,221   15,829   17,212 



    TOWNSQUARE MEDIA, INC.
    CONSOLIDATED STATEMENTS OF CASH FLOWS
    (in Thousands)
    (unaudited)
     
     Six Months Ended June 30,
     2024
    		 2023
    Cash flows from operating activities:   
    Net loss$(47,305) $(4,641)
    Adjustments to reconcile net loss to net cash provided by operating activities:   
    Depreciation and amortization 9,949   9,779 
    Amortization of deferred financing costs 990   949 
    Non-cash lease expense —   52 
    Net deferred taxes and other 18,635   (8,473)
    Allowance for credit losses 2,686   2,564 
    Stock-based compensation expense 11,195   3,878 
    Gain on repurchases of debt (3)  (819)
    Trade and barter activity, net (575)  (1,008)
    Impairment of intangible assets, investments, goodwill and long-lived assets 34,256   34,727 
    Realized gain on sale of digital assets —   (839)
    Gain on sale of investment (4,009)  (5,210)
    Unrealized gain on investment (202)  (112)
    Amortization of content rights 2,445   2,422 
    Change in content rights liabilities (2,464)  (659)
    Other 1,946   (596)
    Changes in assets and liabilities, net of acquisitions:   
    Accounts receivable (2,857)  (3,453)
    Prepaid expenses and other assets (527)  4,548 
    Accounts payable (365)  625 
    Accrued expenses (12,778)  (1,946)
    Accrued interest (377)  (367)
    Other long-term liabilities 44   (15)
    Net cash provided by operating activities 10,684   31,406 
    Cash flows from investing activities:   
    Purchase of property and equipment (8,679)  (7,136)
    Proceeds from sale of digital assets —   2,975 
    Proceeds from insurance recoveries 278   372 
    Proceeds from sale of assets and investment related transactions 4,408   6,196 
    Net cash (used in) provided by investing activities (3,993)  2,407 
    Cash flows from financing activities:   
    Repurchases of 2026 Notes (13,589)  (11,966)
    Dividend payments (6,256)  (3,240)
    Proceeds from stock options exercised 4,773   4,308 
    Shares withheld in lieu of employee tax withholding (35)  — 
    Withholdings for shares issued under the ESPP 403   430 
    Repurchases of stock (22,133)  (15,572)
    Cash distribution to non-controlling interests (1,300)  (1,499)
    Repayments of capitalized obligations (1,085)  (90)
    Net cash used in financing activities (39,222)  (27,629)
    Cash and cash equivalents and restricted cash:   
    Net (decrease) increase in cash, cash equivalents and restricted cash (32,531)  6,184 
    Beginning of period 61,549   43,913 
    End of period$29,018  $50,097 


    TOWNSQUARE MEDIA, INC.
    CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
    (in Thousands)
    (unaudited)
     
     Six Months Ended
    June 30,
     2024 2023
    Supplemental Disclosure of Cash Flow Information:   
    Cash payments:   
    Interest$18,244 $19,054
    Income taxes 684  817
        
    Supplemental Disclosure of Non-cash Activities:   
    Dividends declared, but not paid during the period$3,174 $3,148
    Property and equipment acquired in exchange for advertising(1) 587  253
    Accrued capital expenditures 124  114
        
    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$6,094 $5,958
    Right-of-use assets obtained in exchange for operating lease obligations 3,524  3,593
        
    Reconciliation of cash, cash equivalents and restricted cash   
    Cash and cash equivalents$28,511 $49,598
    Restricted cash 507  499
     $29,018 $50,097

    (1) Represents total advertising services provided by the Company in exchange for property and equipment during each of the six months ended June 30, 2024 and 2023, respectively.


    TOWNSQUARE MEDIA, INC.
    CONSOLIDATED STATEMENTS OF OPERATIONS BY SEGMENT
    (in Thousands)
    (unaudited)
     
     Three Months Ended
    June 30,    		   Six Months Ended
    June 30,    		  
     2024
    		 2023
    		 % Change 2024
    		 2023
    		 % Change
    Subscription Digital Marketing Solutions$18,515  $21,268  (12.9)% $36,768  $42,829  (14.2)%
    Digital Advertising 41,524   41,126  1.0%  75,680   74,833  1.1%
    Broadcast Advertising 53,633   53,720  (0.2)%  99,088   99,643  (0.6)%
    Other 4,553   5,117  (11.0)%  6,322   7,036  (10.1)%
    Net revenue 118,225   121,231  (2.5)%  217,858   224,341  (2.9)%
    Subscription Digital Marketing Solutions Expenses 13,098   15,243  (14.1)%  26,295   31,205  (15.7)%
    Digital Advertising expenses 30,515   26,782  13.9%  57,615   50,395  14.3%
    Broadcast Advertising expenses 37,612   38,983  (3.5)%  72,882   76,348  (4.5)%
    Other expenses 4,287   4,646  (7.7)%  5,615   6,030  (6.9)%
    Direct operating expenses 85,512   85,654  (0.2)%  162,407   163,978  (1.0)%
    Depreciation and amortization 5,014   4,835  3.7%  9,949   9,779  1.7%
    Corporate expenses 6,482   6,962  (6.9)%  11,699   12,307  (4.9)%
    Stock-based compensation 8,325   2,106  295.3%  11,195   3,878  188.7%
    Transaction and business realignment costs 1,594   311  412.5%  3,038   603  403.8%
    Impairment of intangible assets, investments, goodwill and long-lived assets 32,638   26,240  24.4%  34,256   34,727  (1.4)%
    Net loss (gain) on sale and retirement of assets 30   (49) (161.2)%  44   (341) (112.9)%
    Total operating costs and expenses 139,595   126,059  10.7%  232,588   224,931  3.4%
    Operating loss (21,370)  (4,828) 342.6%  (14,730)  (590) 2,396.6%
    Other expense (income):           
    Interest expense, net 9,212   9,314  (1.1)%  18,243   18,872  (3.3)%
    Gain on repurchases of debt (3)  (44) (93.2)%  (3)  (819) (99.6)%
    Other income, net (546)          (4,878) (88.8)%  (4,697)  (5,904) (20.4)%
    Loss from operations before tax (30,033)          (9,220) 225.7%  (28,273)  (12,739) 121.9%
    Income tax provision (benefit) 18,825           (6,520) 388.7%  19,032   (8,098) 335.0%
    Net loss$(48,858) $        (2,700) 1,709.6% $(47,305) $(4,641) 919.3%

    ** not meaningful

    The following table presents Net revenue and Adjusted Operating Income by segment, for the three and six months ended June 30, 2024, and 2023, respectively (in thousands):

     Three Months Ended
    June 30,    		   Six Months Ended
    June 30,    		  
     (Unaudited)   (Unaudited)  
     2024 2023 % Change 2024 2023 % Change
    Subscription Digital Marketing Solutions$18,515 $21,268 (12.9)% $36,768 $42,829 (14.2)%
    Digital Advertising 41,524  41,126 1.0%  75,680  74,833 1.1%
    Digital 60,039  62,394 (3.8)%  112,448  117,662 (4.4)%
    Broadcast Advertising 53,633  53,720 (0.2)%  99,088  99,643 (0.6)%
    Other 4,553  5,117 (11.0)%  6,322  7,036 (10.1)%
    Net revenue$118,225 $121,231 (2.5)% $217,858 $224,341 (2.9)%
    Subscription Digital Marketing Solutions$5,417 $6,025 (10.1)% $10,473 $11,624 (9.9)%
    Digital Advertising 11,009  14,344 (23.3)%  18,065  24,438 (26.1)%
    Digital 16,426  20,369 (19.4)%  28,538  36,062 (20.9)%
    Broadcast Advertising 16,021  14,737 8.7%  26,206  23,295 12.5%
    Other 266  471 (43.5)%  707  1,006 (29.7)%
    Adjusted Operating Income$32,713 $35,577 (8.1)% $55,451 $60,363 (8.1)%

    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, 2024, and 2023, respectively (in thousands):

     Three Months Ended
    June 30,    		   Six Months Ended
    June 30,    		  
     (Unaudited)   (Unaudited)  
     2024 2023 % Change 2024 2023 % Change
    Subscription Digital Marketing Solutions$18,515 $21,268 (12.9)% $36,768 $42,829 (14.2)%
    Digital Advertising 41,524  41,126 1.0%  75,680  74,833 1.1%
    Digital 60,039  62,394 (3.8)%  112,448  117,662 (4.4)%
    Broadcast Advertising 53,633  53,720 (0.2)%  99,088  99,643 (0.6)%
    Other 4,553  5,117 (11.0)%  6,322  7,036 (10.1)%
    Net revenue$118,225 $121,231 (2.5)% $217,858 $224,341 (2.9)%
    Subscription Digital Marketing Solutions political revenue —  — —   —  — — 
    Digital Advertising political revenue 147  46 219.6%  219  61 259.0%
    Broadcast Advertising political revenue 1,312  359 265.5%  2,300  557 312.9%
    Other political revenue —  — —   —  — — 
    Political revenue$1,459 $405 260.2% $2,519 $618 307.6%
    Subscription Digital Marketing Solutions net revenue (ex. political)$18,515 $21,268 (12.9)% $36,768 $42,829 (14.2)%
    Digital Advertising net revenue (ex. political) 41,377  41,080 0.7%  75,461  74,772 0.9%
    Digital net revenue (ex. political) 59,892  62,348 (3.9)%  112,229  117,601 (4.6)%
    Broadcast Advertising political net revenue (ex. political) 52,321  53,361 (1.9)%  96,788  99,086 (2.3)%
    Other net revenue (ex. political) 4,553  5,117 (11.0)%  6,322  7,036 (10.1)%
    Net revenue (ex. political)$116,766 $120,826 (3.4)% $215,339 $223,723 (3.7)%

    The following table reconciles on a GAAP basis net 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, 2024, and 2023, respectively (in thousands, except per share data):

     Three Months Ended
    June 30,    		 Six Months Ended
    June 30,
     (Unaudited)
     2024
    		 2023
    		 2024
    		 2023
    Net loss$(48,858) $(2,700) $(47,305) $(4,641)
    Income tax provision (benefit) 18,825   (6,520)  19,032   (8,098)
    Loss from operations before taxes (30,033)  (9,220)  (28,273)  (12,739)
    Transaction and business realignment costs 1,594   311   3,038   603 
    Impairment of intangible assets, investments, goodwill and long-lived assets 32,638   26,240   34,256   34,727 
    Net loss (gain) on sale and retirement of assets 30   (49)  44   (341)
    Gain on repurchases of debt (3)  (44)  (3)  (819)
    Gain on sale of digital assets —   —   —   (839)
    Gain on sale of investment —   (5,210)  (4,009)  (5,210)
    Change in fair value of investment (434)  (246)  (202)  (112)
    Gain on insurance recoveries (278)  —   (278)  (372)
    Net income attributable to non-controlling interest, net of income taxes (386)  (500)  (803)  (980)
    Adjusted net income before income taxes 3,128   11,282   3,770   13,918 
    Income tax provision(1) 794   2,877   957   3,550 
    Adjusted Net Income$2,334  $8,405  $2,813  $10,368 
            
    Adjusted Net Income Per Share:       
    Basic$0.15  $0.49  $0.18  $0.60 
    Diluted$0.14  $0.45  $0.16  $0.58 
            
    Weighted average shares outstanding:       
    Basic 15,097   17,221   15,829   17,212 
    Diluted 17,282   18,567   17,998   17,779 

    (1) Income tax provision for the three and six months ended June 30, 2024 and 2023, respectively, was calculated using the Company's statutory effective tax rate.

    The following table reconciles on a GAAP basis 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 six months ended June 30, 2024, and 2023, respectively (dollars in thousands):

     Three Months Ended
    June 30,    		 Six Months Ended
    June 30,
     (Unaudited)
     2024 2023 2024 2023
    Net loss$(48,858) $(2,700) $(47,305) $(4,641)
    Income tax provision (benefit) 18,825   (6,520)  19,032   (8,098)
    Interest expense, net 9,212   9,314   18,243   18,872 
    Gain on repurchases of debt (3)  (44)  (3)  (819)
    Depreciation and amortization 5,014   4,835   9,949   9,779 
    Stock-based compensation 8,325   2,106   11,195   3,878 
    Transaction and business realignment costs 1,594   311   3,038   603 
    Impairment of intangible assets, investments, goodwill and long-lived assets 32,638   26,240   34,256   34,727 
    Other(a) (516)  (4,927)  (4,653)  (6,245)
    Adjusted EBITDA$26,231  $28,615  $43,752  $48,056 
    Political Adjusted EBITDA (1,240)  (344)  (2,141)  (525)
    Adjusted EBITDA (Excluding Political)$24,991  $28,271  $41,611  $47,531 
    Political Adjusted EBITDA 1,240   344   2,141   525 
    Net cash paid for interest (606)  (326)  (18,244)  (19,054)
    Capital expenditures (4,251)  (3,497)  (8,679)  (7,136)
    Cash paid for taxes (672)  (813)  (684)  (817)
    Adjusted EBITDA Less Interest, Capex and Taxes$20,702  $23,979  $16,145  $21,049 

    (a) Other includes net loss (gain) on sale and retirement of assets and other (income) expense, 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 June 30, 2024 (dollars in thousands):

     Three Months Ended Twelve Months Ended
     (Unaudited)
     September 30,
    2023    		 December 31,
    2023    		 March 31,
    2024    		 June 30,
    2024    		 June 30,
    2024
    Net (loss) income$(36,503) $(1,878) $1,553  $(48,858) $(85,686)
    Income tax provision (benefit) 17,478   (15,522)  207   18,825   20,988 
    Interest expense, net 9,343   9,034   9,031   9,212   36,620 
    Gain on repurchases of debt (430)  —   —   (3)  (433)
    Depreciation and amortization 4,717   4,704   4,935   5,014   19,370 
    Stock-based compensation 2,350   1,805   2,870   8,325   15,350 
    Transaction and business realignment costs 161   405   1,444   1,594   3,604 
    Impairment of intangible assets, investments, goodwill and long-lived assets 30,970   24,881   1,618   32,638   90,107 
    Other(a) (909)  1,349   (4,137)  (516)  (4,213)
    Adjusted EBITDA$27,177  $24,778  $17,521  $26,231  $95,707 

    (a) Other includes net (loss) gain on sale and retirement of assets and other (income) expense, net.

    The following tables reconcile Operating income (loss) by segment, the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted Operating Income by segment for the three months ended June 30, 2024, and 2023 (in thousands):

     Three Months Ended June 30, 2024
     (Unaudited)
     Subscription Digital Marketing Solutions Digital Advertising Broadcast Advertising Other
    Operating income (loss)$4,629 $8,751 $(15,440) $(685)
    Depreciation and amortization 608  266  2,807   32 
    Stock-based compensation 180  208  169   4 
    Transaction and business realignment costs —  —  70   6 
    Impairment of intangible assets, investments, goodwill and long-lived assets —  1,784  28,385   909 
    Net loss on sale and retirement of assets —  —  30   — 
    Adjusted Operating Income$5,417 $11,009 $16,021  $266 


     Three Months Ended June 30, 2023
     (Unaudited)
     Subscription Digital Marketing Solutions Digital Advertising Broadcast Advertising Other
    Operating income (loss)$5,547 $14,106 $(5,724) $434
    Depreciation and amortization 327  168  3,382   33
    Stock-based compensation 151  70  218   4
    Transaction and business realignment costs —  —  167   —
    Impairment of intangible assets, investments, and long-lived assets —  —  16,743   —
    Net gain on sale and retirement of assets —  —  (49)  —
    Adjusted Operating Income$6,025 $14,344 $14,737  $471

    The following tables reconcile Operating income (loss) by segment, the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted Operating Income by segment for the six months ended June 30, 2024, and 2023 (in thousands):

     Six Months Ended June 30, 2024
     (Unaudited)
     Subscription Digital Marketing Solutions Digital Advertising Broadcast Advertising Other
    Operating income (loss)$8,917 $15,478 $(9,958) $(287)
    Depreciation and amortization 1,222  447  5,671   65 
    Stock-based compensation 334  356  358   8 
    Transaction and business realignment costs —  —  88   12 
    Impairment of intangible assets, investments, goodwill and long-lived assets —  1,784  30,003   909 
    Net loss on sale and retirement of assets —  —  44   — 
    Adjusted Operating Income$10,473 $18,065 $26,206  $707 


     Six Months Ended June 30, 2023
     (Unaudited)
     Subscription Digital Marketing Solutions Digital Advertising Broadcast Advertising Other
    Operating income (loss)$10,690 $23,991 $(9,318) $920
    Depreciation and amortization 655  332  6,982   69
    Stock-based compensation 279  115  382   6
    Transaction and business realignment costs —  —  360   11
    Impairment of intangible assets, investments, and long-lived assets —  —  25,230   —
    Net gain on sale and retirement of assets —  —  (341)  —
    Adjusted Operating Income$11,624 $24,438 $23,295  $1,006

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