Townsquare Interactive Q2 Net Revenue Increased 10.5%

9th Consecutive Quarter of 850 (or more) Net Subscriber Additions at Townsquare Interactive

Digital Revenue over 48% of Total Net Revenue

PURCHASE, N.Y., Aug. 10, 2020 /PRNewswire/ -- Townsquare Media, Inc. (NYSE: TSQ) ("Townsquare," the "Company," "we," "us," or "our") announced today selected results for the second quarter ended June 30, 2020.

"As expected, our second quarter financial results were significantly impacted by the COVID-19 pandemic, with net revenue and Adjusted EBITDA declining 34.5% and 93.1%, respectively, as compared to the prior year.  However, we experienced sequential improvement in our Advertising net revenue throughout the quarter, which together with our Live Events net revenue has experienced the brunt of the negative business impact.  By the end of the second quarter, Advertising net revenue had materially improved, from -42.1% in April to -29.6% in June, and continued to show improvement through July and early August.  In addition, in Q2 2020 our digital revenue exceeded 48% of our total net revenue, powered by our digital solutions, which have proven more resilient than our broadcast solutions during the pandemic, and in particular Townsquare Interactive, which is our digital marketing solutions subscription business," commented Bill Wilson, Chief Executive Officer of Townsquare.  "Despite the material decline in second quarter revenue, we generated positive Adjusted EBITDA and cash flow from operations in the second quarter, due in part to our cost reduction efforts as well as the strong cash generation of many of our assets.    In total, we enacted approximately $1.7 million of monthly fixed cost savings during the second quarter, in addition to the reduction of variable costs related to the decline in revenue, which led to total direct operating expenses declining 14.8% as compared to the prior year.  In addition, we have reduced our planned capital expenditures, which declined 30% in the second quarter compared to the prior year, and our board of directors elected to cease paying our quarterly dividend moving forward.  We also repaid the entire amount outstanding on our Revolving Credit Facility, repaid $9.9 million of our Term Loans, opportunistically repurchased $4.7 million of our Unsecured Senior Notes at a significant discount, and still ended the quarter with $70.0 million of cash on hand."

Mr. Wilson added, "Townsquare Interactive's growth continued in the second quarter, with net revenue increasing 10.5%, at an  Adjusted Operating Income margin in excess of 30%, and approximately 900 net subscriber additions, marking the 9th consecutive quarter of 850 (or more) net subscriber additions.  During this pandemic, the Townsquare Interactive team became a tremendous resource for their local clients by strengthening their online presence and capabilities and powering their online communication strategy.  We believe, and our thesis has always been, that Townsquare Interactive is a recession-resistant subscription business and will continue to grow its revenue and subscriber base throughout the year. We remain confident that Townsquare Interactive (as well as Townsquare Ignite, our digital programmatic advertising solution) will each generate $100 million of annual net revenue in two to four years."

Mr. Wilson concluded, "One of the things we take great pride in is that even with all of the challenges and unknowns during this pandemic, we have not had to alter our core strategy.  Instead, the pandemic placed a spotlight on the need to double down on executing our existing long term strategy.  We believe that our Local First strategy, together with our talented team and diversified and differentiated product offering, ensures that Townsquare will emerge from this crisis well positioned for the future, and will return to our market leading performance as soon as this crisis abates. Although a very tough Q2, we believe our revenue, profit and cash flow results will be among the best in the radio as well as in the local media industry, which is directly tied to the team's efforts and perseverance during this pandemic, as well as our large percentage of digital revenue and a strong and growing digital marketing subscription business."

Second Quarter Highlights*

• As compared to the second quarter of 2019:
• Net revenue decreased 34.5%, and 35.0% excluding political revenue
• Net loss increased $36.8 million to a net loss of $26.8 million
• Adjusted EBITDA decreased 93.1% to $2.1 million
• Townsquare Interactive net revenue increased 10.5%
• Advertising net revenue decreased 37.5% and 38.2% excluding political revenue
• Live Events net revenue decreased 99.5%
• Diluted loss per share from continuing operations was $1.46, and Adjusted Net Loss per share was $0.40
• Repaid $50.0 million of our Revolving Credit Facility, representing 100.0% of the amount drawn
• Repurchased $4.7 million of our 2023 Unsecured Senior Notes at a market price below par, plus accrued interest
• Repaid $9.9 million of our Term Loans due 2022
• Townsquare Interactive added approximately 900 net subscribers, ending the quarter with approximately 20,750 subscribers

Year to Date Highlights*

• As compared to the six months June 30, 2019:
• Pro forma net revenue decreased 18.7%
• Pro forma net loss increased $91.4 million to a net loss of $86.4 million
• Pro forma Adjusted EBITDA decreased 64.1% to $17.6 million
• Net revenue decreased 19.0% and 19.8% excluding political revenue
• Net loss increased $91.8 million to a net loss of $86.4 million
• Adjusted EBITDA decreased 64.4%
• Townsquare Interactive net revenue increased 13.3%
• Advertising net revenue decreased 20.6% and 21.5% excluding political revenue
• Live Events net revenue decreased 79.1%
• Pro forma Live Events net revenue decreased 77.6%

*See below for discussion of non-GAAP measures. As used in this release, the term "pro forma" means pro forma for the divestiture of our Arizona Bridal Shows business (consisting of two expositions) on March 18, 2019, giving effect to such divestitures as if they had occurred on January 1, 2019.

Segment ReportingWe have three reportable operating segments, Advertising, which includes broadcast and digital advertising products and solutions, Townsquare Interactive, our digital marketing solutions business and Live Events, which is comprised of the Company's live events, including concerts, expositions and other experiential events.

Quarter Ended June 30, 2020 Compared to the Quarter Ended June 30, 2019

Net RevenueNet revenue for the quarter ended June 30, 2020 decreased $39.0 million, or 34.5%, to $74.1 million, as compared to $113.1 million in the same period last year. Advertising net revenue decreased $34.3 million, or 37.5%, to $57.1 million, Townsquare Interactive net revenue increased $1.6 million, or 10.5%, to $16.9 million, and Live Events net revenue decreased $6.3 million, or 99.5%, to $0.03 million, each as compared to the same period last year. Excluding political revenue, net revenue decreased $39.4 million, or 35.0%, to $73.2 million, and Advertising net revenue decreased $34.7 million, or 38.2%, to $56.3 million.

Adjusted EBITDAAdjusted EBITDA for the quarter ended June 30, 2020 decreased $28.1 million, or 93.1% to $2.1 million, as compared to $30.1 million in the same period last year. Adjusted EBITDA (Excluding Political) decreased $28.4 million, or 95.5%, to $1.3 million, as compared to $29.7 million in the same period last year.

Net LossNet loss for the quarter ended June 30, 2020 increased $36.8 million to a net loss of $26.8 million, as compared to net income of $9.9 million in the same period last year. Net loss from continuing operations increased $36.7 million to a net loss of $26.8 million, as compared to net income from continuing operations of $9.9 million in the same period last year.

Six Months Ended June 30, 2020 Compared to the Six Months Ended June 30, 2019

Net RevenueNet revenue for the six months ended June 30, 2020 decreased $39.3 million, or 19.0%, to $167.5 million, as compared to $206.8 million in the same period last year. Advertising net revenue decreased $34.1 million, or 20.6%, to $131.7 million, Townsquare Interactive net revenue increased $3.9 million, or 13.3%, to $33.4 million, and Live Events net revenue decreased $9.1 million, or 79.1%, to $2.4 million, each as compared to the same period last year. Excluding political revenue, net revenue decreased $40.7 million, or 19.8%, to $165.3 million, and Advertising net revenue decreased $35.5 million, or 21.5%, to $129.5 million.

Pro forma net revenue for the six months ended June 30, 2020 decreased $38.6 million, or 18.7%, to $167.5 million, as compared to $206.0 million in the same period last year. Pro forma Advertising net revenue decreased $34.1 million, or 20.6%, to $131.7 million, pro forma Townsquare Interactive net revenue increased $3.9 million, or 13.3%, to $33.4 million, and pro forma Live Events net revenue decreased $8.3 million, or 77.6% to $2.4 million, each as compared to the same period last year. Excluding political revenue, pro forma net revenue decreased $40.0 million, or 19.5%, to $165.3 million, and pro forma Advertising net revenue decreased $35.5 million, or 21.5%, to $129.5 million.

Adjusted EBITDAAdjusted EBITDA for the six months ended June 30, 2020 decreased $31.7 million, or 64.4% to $17.6 million, as compared to $49.3 million in the same period last year. Adjusted EBITDA (Excluding Political) decreased $32.9 million, or 67.7%, to $15.7 million, as compared to $48.6 million in the same period last year.

Pro forma Adjusted EBITDA for the six months ended June 30, 2020 decreased $31.4 million, or 64.1%, to $17.6 million, as compared to $49.0 million in the same period last year. Pro forma Adjusted EBITDA (Excluding Political) decreased $32.6 million, or 67.5%, to $15.7 million, as compared to $48.3 million in the same period last year.

Net LossNet loss for the six months ended June 30, 2020 increased $91.8 million to a net loss of $86.4 million, as compared to net income of $5.4 million in the same period last year. Net loss from continuing operations increased $98.6 million to a net loss of $86.4 million, as compared to net income from continuing operations of $12.2 million in the same period last year.

Pro forma net loss for the six months ended June 30, 2020 increased $91.4 million to a net loss of $86.4 million, as compared to net income of $5.0 million in the same period last year.

Liquidity and Capital ResourcesAs of June 30, 2020, we had a total of $70.0 million of cash on hand and $50.0 million of available borrowing capacity under

our revolving credit facility.  As of June 30, 2020, we had $545.8 million of outstanding indebtedness, representing 7.7x and 6.7x gross and net leverage, respectively, based on Adjusted EBITDA for the trailing twelve months ended June 30, 2020 of $70.7 million.

The table below presents a summary, as of August 7, 2020, of our outstanding common stock, and securities convertible into common stock, excluding options issued under our 2014 Omnibus Incentive Plan.

Conference CallTownsquare Media, Inc. will host a conference call to discuss certain second quarter 2020 financial results on Monday, August 10, 2020 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 13707180. A live webcast of the conference call will also be available on the equity investor relations page of the Company's website at www.townsquaremedia.com.

A replay of the conference call will be available through August 17, 2020. To access the replay, please dial 1-844-512-2921 (U.S. and Canada) or 1-412-317-6671 (International) and enter confirmation code 13707180. A web-based archive of the conference call will also be available at the above website.

About Townsquare Media, Inc.Townsquare is a radio, digital media, entertainment and digital marketing solutions company principally focused on being the premier local advertising and marketing solutions platform in small and mid-sized markets across the U.S. Our assets include 321 radio stations and more than 330 local websites in 67 U.S. markets, a digital marketing solutions company (Townsquare Interactive) serving approximately 20,750 small to medium sized businesses, a proprietary digital programmatic advertising platform (Townsquare Ignite) and numerous local live events each year. Our brands include local media assets such as WYRK, KLAQ, K2 and NJ101.5; iconic local and regional events such as WYRK's Taste of Country, the Boise Music Festival, the Red Dirt BBQ & Music Festival and Taste of Fort Collins; and leading tastemaker music and entertainment websites such as XXLmag.com, TasteofCountry.com and Loudwire.com. For more information, please visit www.townsquaremedia.com, www.townsquareinteractive.com, and www.townsquareignite.com.

Forward-Looking StatementsExcept 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. By nature, forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or implied by the forward-looking statement. Forward-looking statements are based on current expectations and assumptions and currently available data and are neither predictions nor guarantees of future events or performance. You should not place undue reliance on forward-looking statements, which speak only as of the date hereof or as of the date specified herein. Risks and uncertainties that could have a material impact on our business and financial results include, but are not limited to, general economic conditions in the United States, or in the specific markets in which we currently do business, industry conditions, legislative or regulatory requirements, the continuation or worsening of the effects from the COVID-19 pandemic, its scope, duration and impact on our business, financial results, cash flows and liquidity, as well as the impact on our clients and customers, the success of our mitigation efforts in response to the COVID-19 pandemic, our performance in any recovery from the COVID-19 pandemic, the performance of financial and credit markets, our ability to comply with the covenants and obligations under our outstanding debt, including meeting required payments of principal and interest, our ability to access debt or equity capital on attractive terms or at all, potential downgrades to our credit ratings, and certain other events, including future disease outbreaks and pandemics. See "Risk Factors" and "Forward-Looking Statements" included in our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on June 9, 2020, and subsequent filings with the SEC, for a discussion of additional factors that could cause our actual results to differ from those expressed or implied by forward-looking statements. Townsquare Media, Inc. assumes no responsibility to update any forward-looking statement as a result of new information, future events or otherwise.

Non-GAAP Financial Measures and DefinitionsIn 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 loss (gain) on sale and retirement of assets. We define Adjusted EBITDA as net income (loss) before the deduction of income taxes, interest expense, net, repurchase of debt, transaction costs, depreciation and amortization, stock-based compensation, business realignment costs, impairment of goodwill, long-lived and intangible assets, impairment of investments, net (income) loss from discontinued operations, net of income taxes, 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 (loss) before the deduction of transaction costs, business realignment costs, impairment of intangible and long-lived assets, net loss (gain) on sale and retirement of assets, gain on repurchase of debt and insurance recoveries, net income attributable to non-controlling interest, net of income taxes, and net loss from discontinued operations, 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 June 30, 2020, divided by our Adjusted EBITDA for the twelve months ended June 30, 2020. 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. Where we use the term "pro forma", it refers to pro forma financial information for our disposal of our Arizona Bridal Show business, as if the sale occurred on January 1, 2019.

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 (loss) gain on sale and retirement of assets, business realignment costs, certain impairments, and net income (loss) from discontinued operations. 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 RelationsClaire Yenicay(203) 900-5555investors@townsquaremedia.com

The following table presents net revenue and Adjusted Operating Income by segment, for the three and six months ended June 30, 2020, and 2019, respectively (in thousands):

The following table presents on a pro forma basis, net revenue and Adjusted Operating Income by segment for the three and six months ended June 30, 2020, and 2019, 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 six months ended June 30, 2020 and 2019, respectively (in thousands):

The following table reconciles Net revenue to Net revenue, excluding political revenue on a pro forma basis by segment for the three and six months ended June 30, 2020 and 2019, respectively (in thousands):

The following table reconciles on a GAAP basis net (loss) income, 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, 2020, and 2019, respectively (in thousands, except per share data):

The following table reconciles on a GAAP basis net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted EBITDA and Adjusted EBITDA Less Interest, Capex and Taxes for the three and six months ended June 30, 2020, and 2019, respectively (dollars in thousands):

The following table reconciles on a pro forma basis net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to pro forma net (loss) income, pro forma Adjusted EBITDA, pro forma Adjusted EBITDA (Excluding Political) and pro forma Adjusted EBITDA Less Interest, Capex and Taxes for the three and six months ended June 30, 2020, and 2019, respectively (dollars in thousands):

The following table reconciles net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted EBITDA on a quarterly basis for the twelve months ended June 30, 2020 (dollars in thousands):