Townsquare Reports Second Quarter 2018 Results

• As compared to the six months ended June 30, 2017:
• Net revenue increased 2.6%, and 2.2% excluding political revenue
• Adjusted EBITDA increased 6.6%
• Townsquare Interactive net revenue increased 16.6%
• Repaid $9.5 million of long-term debt

* See below for discussion of non-GAAP measures and reconciliations to GAAP measures.

Quarter Ended June 30, 2018 Compared to the Quarter Ended June 30, 2017

Net Revenue
Net revenue for the quarter ended June 30, 2018 increased $2.3 million, or 1.9%, to $119.6 million, as compared to $117.3 million in the same period last year.  Excluding political revenue, net revenue increased $1.5 million, or 1.3%, to $118.3 million, as compared to $116.7 million in the same period last year.

Net Income
Net income for the quarter ended June 30, 2018 decreased $3.9 million, or 70.6%, to $1.6 million, as compared to $5.6 million in the same period last year.  Net income from continuing operations for the quarter ended June 30, 2018 increased $2.3 million or 29.2%, to $10.1 million, as compared to $7.8 million in the same period last year.

Adjusted EBITDA
Adjusted EBITDA for the quarter ended June 30, 2018 increased $0.4 million, or 1.3%, to $27.9 million as compared to $27.5 million in the same period last year.

Six Months Ended June 30, 2018 Compared to the Six Months Ended June 30, 2017

Net Revenue
Net revenue for the six months ended June 30, 2018 increased $5.3 million, or 2.6%, to $207.6 million, as compared to $202.2 million in the same period last year.  Excluding political revenue, net revenue increased $4.3 million, or 2.2%, to $205.5 million, as compared to $201.2 million in the same period last year.

Net (Loss) Income
Net (loss) income for the six months ended June 30, 2018 decreased $27.5 million, to a net loss of $25.0 million, as compared to net income of $2.6 million in the same period last year.  Net income from continuing operations increased $4.4 million, or 52.4%, to $12.9 million, as compared to $8.5 million in the same period last year.

Adjusted EBITDA
Adjusted EBITDA for the six months ended June 30, 2018 increased $2.8 million, or 6.6%, to $44.8 million, as compared to $42.1 million in the same period last year.

Liquidity and Capital Resources
As of June 30, 2018, we had a total of $62.4 million of cash on hand and $50.0 million of available borrowing capacity under our revolving credit facility. As of June 30, 2018, we had $562.4 million of outstanding indebtedness, representing 5.7x and 5.4x gross and net leverage, respectively, based on Adjusted EBITDA for the twelve months ended June 30, 2018 of $92.7 million.

The table below presents a summary, as of August 7, 2018, of our outstanding common stock and securities convertible into common stock, excluding options issued under our 2014 Omnibus Incentive Plan.

Conference Call
Townsquare Media, Inc. will host a conference call to discuss certain second quarter 2018 financial results on Wednesday, August 8, 2018 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 13681353. 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 15, 2018. To access the replay, please dial 1-844-512-2921 (U.S. & Canada) or 1-412-317-6671 (International) and enter confirmation code 13681353. A web-based archive of the conference call will also be available at the above website for thirty days after the call.

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 320 radio stations and more than 330 local websites in 67 U.S. markets, a digital marketing solutions company (Townsquare Interactive) serving approximately 13,650 small to medium sized businesses, a proprietary digital programmatic advertising platform (Townsquare Ignite) and approximately 200 live events with over one million attendees each year.  Our brands include local media assets such as WYRK, KLAQ, K2 and NJ101.5; iconic regional and national events such as the Taste of Country Music Festival, WE Fest, Country Jam, 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 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. 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. See "Risk Factors" and "Forward-Looking Statements" included in our Annual Report on Form 10-K for the year ended December 31, 2017, filed with the Securities and Exchange Commission on or about the date hereof, for a discussion of 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, except as required by law.

Non-GAAP Financial Measures and Definitions
In this press release, we refer to Adjusted EBITDA, Adjusted EBITDA Less Interest, Capex and Taxes, Adjusted Net Income, and Adjusted Net Income Per Share which are financial measures that have not been prepared in accordance with generally accepted accounting principles in the United States ("GAAP").

We define Adjusted EBITDA as net income (loss) before the deduction of income taxes, interest expense, net, transaction costs, depreciation and amortization, stock-based compensation, business realignment costs, goodwill and other intangible impairment charges, net (loss) income from discontinued operations, net of income taxes, net gain (loss) on sale and retirement of assets, and other expense (income) net. Adjusted EBITDA Less Interest, Capex and Taxes is defined as Adjusted EBITDA less net cash interest expense, capital expenditures and cash paid for taxes. Adjusted Net Income is defined as net income (loss) before the deduction of income taxes, transaction costs, business realignment costs, goodwill and other intangible impairment charges, net (loss) income from discontinued operations, net of income taxes, and net (gain) loss on sale and retirement of assets.  Adjusted Net Income Per Share is defined as Adjusted Net Income divided by the weighted average shares outstanding. These measures do not represent, and should not be considered as alternatives to, net income (loss), or cash flows from operations, as determined under GAAP.  In addition, these non-GAAP measures may not be comparable to similarly-named measures reported by other companies.  Reconciliations of these non-GAAP measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are set forth in the tables below.

We use Adjusted EBITDA 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. We use Adjusted Net Income and Adjusted Net Income Per Share to assess total company operating performance on a consistent basis.  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 EBITDA, Adjusted EBITDA Less Interest, Capex and Taxes, Adjusted Net Income, and Adjusted Net Income Per Share when determining discretionary bonuses.

Investor Relations
Claire Yenicay
(203) 900-5555
investors@townsquaremedia.com

TOWNSQUARE MEDIA, INC. CONSOLIDATED BALANCE SHEETS (in Thousands, Except Share and Per Share Data) (unaudited)
	June 30,  2018				December 31,  2017
ASSETS
Current assets:
Cash	$	62,444			$	61,205
Accounts receivable, net of allowance of $1,735 and $1,079, respectively	67,122				61,558
Prepaid expenses and other current assets	10,670				7,540
Current assets held for sale	—				879
Current assets of discontinued operations	256				7,222
Total current assets	140,492				138,404
Property and equipment, net	107,892				104,030
Intangible assets, net	494,723				495,501
Goodwill	241,888				241,888
Investments	11,292				8,092
Other assets	11,258				8,965
Long-term assets of discontinued operations	—				59,478
Total assets	$	1,007,545			$	1,056,358
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
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