Townsquare Media halts dividend; ~$14M savings expected
The dividend suspension is expected to preserve approximately $14 million annually as the company redirects capital toward liquidity and strategic opportunities.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
8-K
Rhea-AI Filing Summary
Townsquare Media, Inc. (TSQ) reported third-quarter 2026 net revenue of $110.9 million, up 3.9% year over year, and Adjusted EBITDA of $22.6 million, up 2.7%. Net loss narrowed to $4.0 million from $5.5 million. Digital Advertising revenue rose 12.7%, while Subscription Digital Marketing Solutions revenue fell 8.5%; Adjusted EBITDA excluding political revenue declined 7.9% to $20.1 million.
For the first nine months, revenue rose 0.7% to $323.1 million, while net loss increased to $42.8 million from $5.0 million. Non-cash impairment charges were $43.3 million. Operating cash flow was $12.9 million, compared with $18.0 million a year earlier. As of September 30, 2026, cash was $4.6 million and outstanding debt was $467.5 million; gross leverage was 5.48x.
The board suspended the quarterly cash dividend. The previously declared $0.20 per-share dividend was paid on November 2, 2026; the suspension is expected to preserve approximately $14 million annually for general corporate liquidity and opportunistic higher-return opportunities. Fourth-quarter revenue is expected to be $107 million to $109 million and Adjusted EBITDA $23 million to $25 million; full-year guidance is $430 million to $432 million and $87 million to $89 million, respectively.
1 point · 0 major1 major · 2 points
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Minor pointThird-quarter net loss narrowed 27.5% to $4.0 million.
Negative
- Major pointNine-month net loss increased $37.8 million to $42.8 million.
- Moderate pointQuarterly dividend suspended after a previously declared $0.20-per-share payout.
Filing Explained
As of
8-K Event Classification
2 items: 2.02, 9.01
2 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Third-quarter net revenue: $110.9 million
Third-quarter Adjusted EBITDA: $22.6 million
Third-quarter net loss: $4.0 million
+5 more
8 metrics
Third-quarter net revenue
$110.9 million
Three months ended September 30, 2026; up 3.9% year over year
Third-quarter Adjusted EBITDA
$22.6 million
Three months ended September 30, 2026; up 2.7% year over year
Third-quarter net loss
$4.0 million
Three months ended September 30, 2026; narrowed by $1.5 million year over year
Digital Advertising net revenue
$45.3 million
Third quarter 2026; up 12.7% year over year
Nine-month net loss
$42.8 million
Nine months ended September 30, 2026; increased by $37.8 million year over year
Operating cash flow
$12.9 million
Nine months ended September 30, 2026, compared with $18.0 million in 2025
Outstanding indebtedness
$467.5 million
As of September 30, 2026
Annual cash preserved by dividend suspension
Approximately $14 million
Company estimate following suspension of the quarterly cash dividend
Key Terms
Adjusted EBITDA, Adjusted Net Income, Net Leverage, Segment Profit, +1 more
5 terms
Adjusted EBITDA financial
"Adjusted EBITDA for the three months ended September 30, 2026 increased"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Adjusted Net Income financial
"Adjusted Net Income is defined as net income before the deduction"
Adjusted net income is a company's reported profit after removing unusual, one-time, or non-operational items so the number reflects the business’s regular earning power. Investors use it like a cleaned-up scorecard — similar to judging a player’s season performance without a few fluke games — to compare companies or assess trends without being misled by rare gains or losses that won’t affect future cash flow.
Net Leverage financial
"We define Net Leverage as our total outstanding indebtedness"
Net leverage measures how many years it would take for a company to pay off its outstanding debt using its annual operating cash flow, after subtracting cash on hand from total debt. Think of it like a household’s mortgage balance minus savings divided by yearly income; a lower number means the company is in a safer position to handle debt, while a higher number signals greater financial risk and potential pressure on profits or growth.
Segment Profit financial
"Segment Profit (Loss) represents net revenue less direct operating expenses"
Segment profit is the portion of a company's earnings produced by a single business unit or division after subtracting the costs directly tied to that unit. It shows how much money that part of the company actually contributes, like checking which room in a house uses most of the electricity. Investors use it to identify strong or weak businesses inside a company, guide capital allocation, and make clearer comparisons between divisions.
Adjusted EBITDA (Excluding Political) financial
"Adjusted EBITDA (Excluding Political) decreased $1.7 million"
Earnings Snapshot
Net revenue: $110.9 million · Guidance included
Third quarter ended September 30, 2026
Net revenue
$110.9 million
Increased 3.9% year over year
Net loss
$4.0 million
Decreased by $1.5 million year over year
Adjusted EBITDA
$22.6 million
Increased 2.7% year over year
Digital Advertising net revenue
$45.3 million
Increased 12.7% year over year
Guidance
For the fourth quarter of 2026, net revenue is expected to be $107 million to $109 million and Adjusted EBITDA $23 million to $25 million. For full-year 2026, net revenue is expected to be $430 million to $432 million and Adjusted EBITDA $87 million to $89 million.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How did TSQ perform in Q3 2026?
Townsquare reported $110.9 million in net revenue, up 3.9% year over year, and $22.6 million in Adjusted EBITDA, up 2.7%. Its net loss was $4.0 million, $1.5 million narrower than a year earlier.
Why did TSQ suspend its dividend?
The board suspended the quarterly cash dividend to redirect capital toward general corporate liquidity and strategic growth opportunities. The company said the suspension is expected to preserve approximately $14 million annually; the previously declared $0.20-per-share dividend was paid on November 2, 2026.
How did TSQ's Broadcast Advertising segment perform in Q3 2026?
Broadcast Advertising net revenue increased 0.4% to $47.2 million, but excluding political revenue it decreased 5.2% to $44.4 million. Segment Profit increased 9.0% to $14.6 million.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT | ||
PURSUANT TO SECTION 13 OR 15(d) | ||
OF THE SECURITIES EXCHANGE ACT OF 1934 | ||
Date of report (Date of earliest event reported): November 4, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission file number) | (I.R.S. Employer Identification No.) | ||||||||||||||||||
| (Address of Principal Executive Offices, including Zip Code) | ||||||||||||||||||||
(203 ) 861-0900
(Registrant's telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 2.02 - Results of Operations and Financial Condition.
On November 4, 2026, Townsquare Media Inc. (the “Company”) issued a press release announcing operating results for the quarter ended September 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
The Company uses the “Equity Investors” section of its website as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. Investors are urged to monitor the Company’s website for announcements of material information relating to the Company.
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |||||||
99.1 | Press release, dated November 4, 2026 | |||||||
| 104 | Cover Page Interactive Data File (cover page XBRL tags are embedded within the Inline XBRL document). | |||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 4, 2026 | TOWNSQUARE MEDIA, INC. | ||||||||||
| By: | /s/ Stuart Rosenstein | ||||||||||
| Name: | Stuart Rosenstein | ||||||||||
| Title: | Executive Vice President and Chief Financial Officer | ||||||||||
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IMMEDIATE RELEASE
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, NY – November 4, 2026 - 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.
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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.
2
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.
3
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,
4
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
5
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 | |||||||
6
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 | |||||||||||||||||||
7
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 | |||||||
8
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.
9
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 | |||||||||||||||||||||||||||||||||||
10
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) | % | |||||||||||||||||||||||
11
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.
12
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.
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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.
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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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