TOWNSQUARE SETS THIRD QUARTER RECORD BY ACHIEVING ALL-TIME Q3 HIGH FOR BOTH NET REVENUE (+8% YEAR-OVER-YEAR) AND ADJUSTED EBITDA (+6% YEAR-OVER-YEAR)

Digital Transformation Evident with Digital Revenue Growth of +17% YOY in Q3 and September YTD 2022 Digital Revenue and Adjusted Operating Income ~50% of Total

Net Leverage Declined to All-Time Low 4.54x

PURCHASE, N.Y., Nov. 9, 2022 /PRNewswire/ -- Townsquare Media, Inc. (NYSE: TSQ) ("Townsquare", the "Company," "we," "us," or "our") announced today its financial results for the third quarter ended September 30, 2022.

"I am proud to report another record setting quarter of results that clearly demonstrate the undeniable success and differentiation of Townsquare's transformation into a Digital First Local Media company. The Townsquare Team reached all-time Q3 highs with net revenue growth of +8% year-over-year, and Adjusted EBITDA growth of +6% year-over-year, meeting our Q3 guidance. In addition, net leverage declined to an all-time low of 4.54x as we continue to make progress towards our 4x net leverage target," commented Bill Wilson, Chief Executive Officer of Townsquare Media, Inc. "Our growth engine has been and will continue to be our digital solutions, which were the primary driver of our third quarter growth, accounting for half of Townsquare's total revenue and total profit. Total digital revenue increased +17% year-over-year in the third quarter, and trailing twelve-month digital revenue grew to $225 million. As a uniquely positioned Digital First Local Media Company focused principally on markets outside of the Top 50 in the United States, Townsquare has a resilient digital growth engine supported by both a recurring subscription digital marketing solutions business, with a large addressable market and limited competition, and a highly differentiated digital advertising technology platform."

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 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. The Company has presented segment information for the three and nine months ended September 30, 2021 in conformity with the current period's segment information.

Third Quarter Highlights*

• As compared to the third quarter of 2021:
• Net revenue increased 8.4%
• Net income decreased $10.1 million
• Adjusted EBITDA increased 6.0%
• Total Digital net revenue increased 16.6%
• Subscription Digital Marketing Solutions ("Townsquare Interactive") net revenue increased 9.7%
• Digital Advertising net revenue increased 21.3%
• Total Digital Adjusted Operating Income increased 7.1%
• Subscription Digital Marketing Solutions Adjusted Operating Income increased 4.3%
• Digital Advertising Adjusted Operating Income increased 8.7%
• Broadcast Advertising net revenue increased 3.4%
• Diluted income per share was $0.13, and Adjusted Net Income per diluted share was $0.47

Year to Date Highlights*

• As compared to the nine months ended September 30, 2021:
• Net revenue increased 11.5%
• Net income decreased $6.4 million
• Adjusted EBITDA increased 7.3%
• Total Digital net revenue increased 17.8%
• Subscription Digital Marketing Solutions net revenue increased 12.7%
• Digital Advertising net revenue increased 21.3%
• Total Digital Adjusted Operating Income increased 9.5%
• Subscription Digital Marketing Solutions Adjusted Operating Income increased 7.2%
• Digital Advertising Adjusted Operating Income increased 11.0%
• Broadcast Advertising net revenue increased 3.8%
• Repurchased aggregate $19.2 million of our 2026 Secured Senior Notes at or below par
• Completed the acquisition of Cherry Creek Broadcasting LLC ("Cherry Creek") for $18.4 million, net of closing adjustments

Guidance
For the fourth quarter of 2022, net revenue is expected to be between $116.0 million and $122.0 million (+5% to +10% as compared to the prior year), and Adjusted EBITDA is expected to be between $27.7 million and $30.7 million (+8% to +20% as compared to the prior year).

For the full year 2022, net revenue is expected to be between approximately $459 million and $465 million (+10% to +11% as compared to the prior year), and Adjusted EBITDA is expected to be between approximately $113 million and $116 million (+8% to +10% as compared to the prior year).

Quarter Ended September 30, 2022 Compared to the Quarter Ended September 30, 2021

Net Revenue
Net revenue for the three months ended September 30, 2022 increased $9.4 million, or 8.4%, to $120.6 million as compared to $111.3 million in the same period in 2021. Digital Advertising net revenue increased $6.5 million, or 21.3%, and Subscription Digital Marketing Solutions net revenue increased $2.1 million, or 9.7%, as compared to the same period in 2021 due in part to the addition of approximately 850 additional net subscribers during the third quarter of 2022. Broadcast Advertising net revenue increased $2.0 million, or 3.4%, as compared to the same period in 2021. Other net revenue decreased $1.2 million due to the timing of certain live events. Excluding political revenue, net revenue increased $8.3 million, or 7.5%, to $119.0 million, Digital Advertising net revenue increased $6.4 million, or 20.9%, to $36.9 million, and Broadcast Advertising net revenue increased $1.0 million, or 1.8%, to $57.8 million.

Adjusted EBITDA
Adjusted EBITDA for the three months ended September 30, 2022, increased $1.8 million, or 6.0%, to $30.9 million, as compared to $29.2 million in the same period last year. Adjusted EBITDA (Excluding Political) increased $0.9 million, or 3.1%, to $29.6 million, as compared to $28.7 million in the same period last year.

Net Income
Net income for the quarter ended September 30, 2022, decreased $10.1 million to $2.8 million, as compared to $12.9 million in the same period last year, primarily driven by non-cash impairment charges to our FCC licenses of $10.3 million. Adjusted Net Income decreased $2.2 million, primarily driven by an increase in the provision for income taxes of $4.0 million, partially offset by higher net revenue.

Nine Months Ended September 30, 2022 Compared to the Nine Months Ended September 30, 2021

Net Revenue
Net revenue for the nine months ended September 30, 2022, increased $35.4 million, or 11.5%, to $342.8 million as compared to $307.4 million in the same period in 2021. Digital Advertising net revenue increased $18.2 million, or 21.3% and Subscription Digital Marketing Solutions net revenue increased $7.7 million, or 12.7% as compared to the same period in 2021 due in part to the addition of approximately 3,050 additional net subscribers during the nine months ended September 30, 2022. Broadcast Advertising net revenue increased $6.0 million, or 3.8%. Other net revenue increased $3.5 million due to the increase in live events held during the period, as compared to the same period a year ago. Excluding political revenue, net revenue increased $33.7 million, or 11.0%, to $339.3 million, Digital Advertising net revenue increased $17.9 million, or 21.0%, to $103.2 million, and Broadcast Advertising net revenue increased $4.6 million, or 2.9%, to $161.2 million.

Adjusted EBITDA
Adjusted EBITDA for the nine months ended September 30, 2022 increased $5.8 million, or 7.3% to $85.3 million, as compared to $79.5 million in the same period last year. Adjusted EBITDA (Excluding Political) increased $4.3 million, or 5.5%, to $82.3 million, as compared to $78.0 million in the same period last year.

Net Income
Net income for the nine months ended September 30, 2022 decreased $6.4 million, or 38.0%, to $10.5 million, as compared to $16.9 million in the same period last year, primarily driven by non-cash impairment charges to our FCC licenses and other intangible assets of $20.2 million, partially offset by an increase in net revenue. Adjusted Net Income increased $2.9 million, primarily driven by higher net revenue, partially offset by an increase in the provision for income taxes of $3.4 million.

Liquidity and Capital Resources
As of September 30, 2022, we had a total of $27.0 million of cash and cash equivalents and $530.8 million of outstanding indebtedness, representing 4.79x and 4.54x gross and net leverage, respectively, based on Adjusted EBITDA for the twelve months ended September 30, 2022, of $110.9 million.

The table below presents a summary, as of November 4, 2022, of our outstanding common stock.

Conference Call
Townsquare Media, Inc. will host a conference call to discuss certain third quarter 2022 financial results and 2022 guidance on Wednesday, November 9, 2022 at 8:00 a.m. Eastern Time. The conference call dial-in number is 1-877-407-0784 (U.S. & Canada) or 1-201-689-8560 (International) and the confirmation code is 13733344. 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 16, 2022. To access the replay, please dial 1-844-512-2921 (U.S. and Canada) or 1-412-317-6671 (International) and enter confirmation code 13733344. 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 29,850 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 357 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, including the COVID-19 pandemic, 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 2021 Annual Report on Form 10-K, as well as the Company's Form 10-K/A, for the year ended December 31, 2021, filed with the SEC on March 16, 2022, 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 as operating income before the deduction of depreciation and amortization, stock-based compensation, corporate expenses, transaction costs, business realignment costs, impairment of goodwill, long-lived and intangible assets and net (gain) loss on sale and retirement of assets. We define Adjusted EBITDA as net income before the deduction of income taxes, interest expense, net, (gain) loss on repurchases, extinguishment and modification of debt, transaction costs, depreciation and amortization, stock-based compensation, business realignment costs, impairment of long-lived assets, intangible assets and investments, change in fair value of investment, 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 costs, business realignment costs, impairment of long-lived assets, intangible assets and investments, change in fair value of investment, net (gain) loss on sale and retirement of assets, net, (gain) loss on repurchases, extinguishment and modification of debt, gain on insurance recoveries and net income attributable to non-controlling interest, net of income taxes. 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, 2022, divided by our Adjusted EBITDA for the twelve months ended September 30, 2022. 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 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 (gain) loss 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, 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
[email protected]

-The following table presents Net revenue and Adjusted Operating Income by segment, for the three and nine months ended September 30, 2022, and 2021, respectively (in thousands):

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, 2022, and 2021, respectively (in thousands):

The following table reconciles on a GAAP basis net income, the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted Net Income for the three and nine months ended September 30, 2022, and 2021, respectively (in thousands, except per share data):

The following table reconciles on a GAAP basis net income, the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted EBITDA, Adjusted EBITDA (Excluding Political), and Adjusted EBITDA Less Interest, Capex and Taxes for the three and nine months ended September 30, 2022, and 2021, respectively (dollars in thousands):

The following table reconciles net 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, 2022 (dollars in thousands):

The following tables reconcile Operating income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted Operating Income by segment for the three months ended September 30, 2022, and 2021 (in thousands):

The following tables reconcile Operating income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted Operating Income by segment for the nine months ended September 30, 2022, and 2021 (in thousands):

SOURCE Townsquare Media, Inc.

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