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Townsquare Media, Inc.

For the period ended Sep 30, 2025. Filed Nov 10, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 10, 2025

TSQ$1.85-11.1%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-06.

0001499832-25-000116

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-10.

0001499832-25-000124

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 126 previous paragraphs and 141 current paragraphs.

79 unchanged; 38 reworded; 18 added; 8 removed; 1 previous and 6 current paragraphs rearranged.

Tables are not compared: 7 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (18)

Current report

During the three months ended September 30, 2025, the Company voluntarily repaid an aggregate $5.8 million principal amount of its Term Loan below par, plus accrued interest.

Current report

•Operating income decreased $9.2 million for the three months ended September 30, 2025. The decrease was primarily due to the $8.6 million decrease in net revenue and a $6.2 million increase in transaction and business realignment costs, partially offset by a $5.0 million decrease in operating expenses.

Current report

Net revenue for the three months ended September 30, 2025 decreased $8.6 million, or 7.4%, as compared to the same period in 2024. Broadcast Advertising net revenue decreased $7.5 million, or 13.8%, Digital Advertising net revenue decreased $0.6 million, or 1.5%, due to decreases in the purchases of advertising by our clients and political revenue. Subscription Digital Marketing Solutions net revenue decreased $0.4 million, or 2.3%, due to reduced sales velocity as a result of lower headcount.

Current report

Transaction and business realignment costs for the three months ended September 30, 2025 increased $6.2 million, as compared to the same period in 2024, primarily due to the costs associated with a change in the provider for listing management tools supporting the Subscription Digital Marketing Solutions segment and the August 2025 settlement between the Radio Music License Committee and performing rights organizations related to music license royalty payments from 2022 through June of 2025.

Current report

The Company incurred no impairment charges related to FCC licenses during the three months ended September 30, 2025, and 2024. For further discussion, see Note 5, Goodwill and Other Intangible Assets, in the Notes to Unaudited Consolidated Financial Statements.

Current report

During the third quarter of 2025, in connection with an interim goodwill impairment assessment, the Company concluded that the carrying amount of the National Digital reporting unit exceeded its fair value, resulting in the recognition of a non-cash goodwill impairment charges of $3.0 million for the three months ended September 30, 2025. An interim impairment assessment was considered necessary as a result of declines in forecasted revenues and profit and increases in the weighted average cost of capital. Following the non-cash goodwill impairment charge, the National Digital reporting unit had $3.5 million of goodwill remaining as of September 30, 2025. The Company did not identify indicators of impairment related to any other reporting unit that would have required an interim impairment assessment during the three months ended September 30, 2025.

Current report

During the three months ended September 30, 2024, the Company concluded that the carrying amount of the Live Events reporting unit exceeded its fair value resulting in the recognition of a non-cash goodwill impairment charge of $1.7 million.

Current report

During the three months ended September 30, 2025, the Company recognized $1.6 million in net gains on the sales of property and leased assets in several markets, including a $0.7 million gain on the sale of property in the Bismarck, ND market.

Current report

Segment profit for the nine months ended September 30, 2025, decreased by $3.5 million, or 4.0%, when compared with the same period in 2024. Broadcast Advertising segment profit decreased $5.8 million, or 13.5%, primarily due to the decline in net revenue, including the loss of political net revenue, and Digital Advertising segment profit decreased $1.4 million, or 5.0%, due to the increases in direct operating expenses discussed above. These decreases were partially offset by a $3.0 million, or 19.4% increase in Subscription Digital Marketing Solutions segment profit, primarily due to the decrease in direct operating expenses, and a $0.7 million increase in Other segment profit.

Current report

Transaction and business realignment costs for the nine months ended September 30, 2025 increased $7.0 million, as compared to the same period in 2024, primarily due to the costs associated with a change in the provider for listing management tools supporting the Subscription Digital Marketing Solutions segment and the August 2025 settlement between the Radio Music License Committee and performing rights organizations related to music license royalty payments from 2022 through June of 2025.

Current report

During the third quarter of 2025, in connection with an interim goodwill impairment assessment, the Company concluded that the carrying amount of the National Digital reporting unit exceeded its fair value, resulting in the recognition of a non-cash goodwill impairment charges of $3.0 million for the nine months ended September 30, 2025. An interim impairment assessment was considered necessary as a result of declines in forecasted revenues and profit and increases in the weighted average cost of capital. Following the non-cash goodwill impairment charge recognized during the nine months ended September 30, 2025, the National Digital reporting unit had $3.5 million of goodwill remaining as of September 30, 2025. The Company did not identify indicators of impairment related to any other reporting unit that would have required an interim impairment assessment during the nine months ended September 30, 2025 .

Current report

During the nine months ended September 30, 2024, in connection with interim goodwill impairment assessments, the Company recognized total non-cash goodwill impairment charges of $4.4 million related to the National Digital and Live Events reporting units.

Current report

The decrease in the tax provision for the nine months ended September 30, 2025, as compared to the same period in 2024, is driven by the decrease in the valuation allowance for interest expense carryforwards resulting from an increase in deductible interest expense pursuant to the OBBBA tax law change in the current year period and a greater valuation allowance for interest expense carryforwards resulting from higher non-cash impairment charges and non-deductible compensation costs recorded in the prior year period.

Current report

During the nine months ended September 30, 2025, the Company voluntarily repaid an aggregate $5.8 million principal amount of its Term Loan, below par plus accrued interest.
Removed paragraphs (8)

Previous report

•Operating income increased $42.4 million for the three months ended June 30, 2025. The increase was primarily due to a $31.1 million decrease in non-cash impairment charges, a $5.9 million increase in net gains on the sales of assets and a $4.5 million decrease in stock-based compensation.

Previous report

Net revenue for the three months ended June 30, 2025 decreased $2.8 million, or 2.3%, as compared to the same period in 2024. Broadcast Advertising net revenue decreased $4.9 million, or 9.2%, due to decreases in the purchases of advertising by our clients. This decrease was partially offset by an increase in Digital Advertising net revenue of $1.0 million, or 2.4%, and a $0.3 million or 1.4% increase in Subscription Digital Marketing Solutions net revenue, each as compared to the same period in 2024, due to purchases of new advertising. Our Other net revenue increased $0.9 million, or 19.9%, due to the performance of certain events as compared to 2024.

Previous report

Segment profit for the six months ended June 30, 2025, was essentially flat as compared with the same period in 2024. Subscription Digital Marketing Solutions segment profit increased $1.9 million, or 18.6%, Digital Advertising segment profit increased $0.7 million, or 4.1%, and Other segment profit increased $0.5 million, or 71.6%, each as compared to the same period in 2024, primarily due to the increases in net revenue discussed above. These increases were offset by a $3.2 million, or 12.0%, decrease in Broadcast Advertising segment profit, as compared to the same period in 2024, primarily due to the decrease in net revenue discussed above.

Previous report

During the six months ended June 30, 2024, in connection with an interim goodwill impairment assessment, the Company concluded that the carrying amounts of the National Digital and Live Events reporting units exceeded their fair values, resulting in the recognition of total non-cash goodwill impairment charges of $2.7 million. During the six months ended June 30, 2024, the Company recorded an impairment charge of $1.6 million related to certain of its equity securities, which are measured at cost minus impairment.

Previous report

During the six months ended June 30, 2025, the Company recognized net gains on the sales of assets of $5.9 million, which includes a $5.6 million gain on the sale of land in the Boise, ID market.

Previous report

During the three months ended June 30, 2025, the Company repaid all amounts outstanding under the Revolving Credit Facility, with $20.0 million of available borrowing capacity as of June 30, 2025.
Reworded paragraphs (38)

Previous wording

The following management’s discussion and analysis is intended to provide the reader with an overall understanding of our financial condition, results of operations, cash flows and sources and uses of cash. This section also includes general information about our business and a discussion of our management’s analysis of certain trends, risks and opportunities in our industry. In addition, we also provide a discussion of accounting policies that require critical judgments and estimates. This discussion should be read in conjunction with our Unaudited Consolidated Financial Statements and related notes appearing elsewhere in this quarterly report.

Current wording

The following management’s discussion and analysis is intended to provide the reader with an overall understanding of our financial condition, results of operations, cash flows and sources and uses of cash. This section also includes general information about our business and a discussion of our management’s analysis of certain trends, and risks and opportunities in our industry. In addition, we also provide a discussion of accounting policies that require critical judgments and estimates. This discussion should be read in conjunction with our Unaudited Consolidated Financial Statements and related notes appearing elsewhere in this quarterly report.

Previous wording

•Net revenue decreased $2.8 million, or 2.3%, primarily driven by a $4.9 million decrease in our Broadcast Advertising net revenue partially offset by a $1.0 million increase in our Digital Advertising net revenue, a $0.9 million increase in our Other net revenue, and a $0.3 million increase in Subscription Digital Marketing Solutions net revenue.

Current wording

•Net revenue decreased $8.6 million, or 7.4%, primarily driven by a $7.5 million decrease in our Broadcast Advertising net revenue, a $0.6 million decrease in our Digital Advertising net revenue and a $0.4 million decrease in Subscription Digital Marketing Solutions net revenue.

Previous wording

•Excluding political revenue of $0.6 million and $1.5 million for the three months ended June 30, 2025 and 2024, respectively, net revenue decreased $1.9 million, or 1.6%, to $114.9 million, Broadcast Advertising net revenue decreased $4.1 million, or 7.8%, to $48.2 million, and Digital Advertising net revenue increased $1.1 million, or 2.5%, to $42.4 million.

Current wording

•Excluding political revenue of $0.2 million and $3.7 million for the three months ended September 30, 2025 and 2024, respectively, net revenue decreased $5.0 million, or 4.5%, to $106.6 million, Broadcast Advertising net revenue decreased $4.1 million, or 8.1%, to $46.8 million, and Digital Advertising net revenue decreased $0.5 million, or 1.2%, to $40.2 million.

Previous wording

•Digital Advertising segment reported operating income of $10.6 million for the three months ended June 30, 2025, which represents an increase of $1.8 million, as compared to operating income of $8.8 million for the same period in 2024. The increase is primarily due to a $1.8 million non-cash goodwill impairment charge recorded during the three months ended June 30, 2024 that did not recur in 2025. Subscription Digital Marketing Solutions reported operating income of $5.8 million, an increase of $1.1 million from the three months ended June 30, 2024 due primarily to a $0.3 million increase in net revenue and a $0.6 million decrease in direct operating expenses. Broadcast Advertising reported operating income of $16.2 million for the three months ended June 30, 2025, which represents an increase of $31.7 million, as compared to operating loss of $15.4 million for the same period in 2024. The increase is primarily due to a $26.9 million decrease in non-cash impairment charges and a $5.9 million increase in net gain on sales of assets.

Current wording

•Digital Advertising segment reported operating income of $5.3 million for the three months ended September 30, 2025, which represents a decrease of $5.1 million, as compared to operating income of $10.4 million for the same period in 2024. The decrease is primarily due to a $3.0 million non-cash goodwill impairment charge and a $2.2 million decrease in segment profit for the three months ended September 30, 2025, as compared to the same period in 2024. Subscription Digital Marketing Solutions reported operating income of $5.7 million, an increase of $1.3 million from the three months ended September 30, 2024, primarily due to a $1.1 million increase in segment profit. Broadcast Advertising reported operating income of $12.0 million for the three months ended September 30, 2025, which represents a decrease of $0.9 million, as compared to $12.9 million for the same period in 2024. The decrease is primarily due to a $2.6 million decrease in segment profit, partially offset by a $1.5 million increase in net gain on sales and retirements of assets.

Previous wording

Certain key financial developments in our business for the six months ended June 30, 2025, as compared to the same period in 2024 are summarized below:

Current wording

Certain key financial developments in our business for the nine months ended September 30, 2025, as compared to the same period in 2024 are summarized below:

Previous wording

•Net revenue for the six months ended June 30, 2025 as compared to the same period in 2024, decreased $3.7 million, or 1.7%, primarily driven by a $9.1 million decrease in our Broadcast Advertising net revenue partially offset by a $3.6 million increase in our Digital Advertising net revenue, a $1.0 million increase in our Subscription Digital Marketing Solutions net revenue and a $0.7 million increase in Other net revenue.

Current wording

•Net revenue for the nine months ended September 30, 2025 as compared to the same period in 2024, decreased $12.3 million, or 3.7%, primarily driven by a $16.6 million decrease in our Broadcast Advertising net revenue partially offset by a $3.0 million increase in our Digital Advertising net revenue, an $0.8 million increase in Other net revenue and a $0.6 million increase in our Subscription Digital Marketing Solutions net revenue.

Previous wording

•Excluding revenue related to political advertising of $1.1 million and $2.5 million for the six months ended June 30, 2025 and 2024, respectively, net revenue decreased $2.3 million, or 1.1% to $213.0 million. Broadcast Advertising net revenue decreased $7.8 million, or 8.0%, to $89.0 million, and Digital Advertising net revenue increased $3.7 million, or 4.9%, to $79.1 million.

Current wording

•Excluding political revenue of $1.3 million and $6.2 million for the nine months ended September 30, 2025 and 2024, respectively, net revenue decreased $7.4 million, or 2.3% to $319.6 million. Broadcast Advertising net revenue decreased $11.9 million, or 8.0%, to $136.5 million, and Digital Advertising net revenue increased $3.2 million, or 2.7%, to $119.3 million.

Previous wording

•Operating income increased $42.9 million for the six months ended June 30, 2025, primarily due to a $32.8 million decrease in non-cash impairment charges, a $5.9 million increase in net gains on the sales of assets, a $3.8 million decrease in direct operating expenses and a $3.2 million decrease in stock-based compensation. These increases were partially offset by a $3.7 million decrease in net revenue.

Current wording

•Operating income increased $33.8 million for the nine months ended September 30, 2025, primarily due to a $31.7 million decrease in non-cash impairment charges, a $8.8 million decrease in direct operating expenses, a $7.5 million increase in net gain on sales and retirements of assets, and a $3.0 million decrease in stock-based compensation. These variances were partially offset by a $12.3 million decrease in net revenue and a $7.0 million increase in transaction and business realignment costs.

Previous wording

The following table presents the Company's reportable segment net revenue and direct operating expenses for the three months ended June 30, 2025 and 2024 (in thousands):

Current wording

The following table presents the Company's reportable segment net revenue, direct operating expenses and segment profit for the three months ended September 30, 2025 and 2024 (in thousands):

Previous wording

Direct operating expenses for the three months ended June 30, 2025 decreased by $2.7 million, or 3.1%, as compared to the same period in 2024. Broadcast Advertising direct operating expenses decreased by $3.6 million, or 9.6%, and Subscription Digital Marketing Solutions direct operating expenses decreased by $0.6 million, or 4.4%, each due to lower compensation as compared to the same period a year ago. These decreases were partially offset by a $1.1 million, or 3.7%, increase in Digital Advertising direct operating expenses due to higher inventory and compensation costs, partially offset by lower bad debt as compared to the same period in 2024.

Current wording

Direct operating expenses for the three months ended September 30, 2025 decreased by $5.0 million, or 6.0%, as compared to the same period in 2024. Broadcast Advertising direct operating expenses decreased by $4.9 million, or 12.8%, and Subscription Digital Marketing Solutions direct operating expenses decreased by $1.5 million, or 10.8%, each due to lower compensation as compared to the same period a year ago. These decreases were partially offset by a $1.5 million, or 5.1%, increase in Digital Advertising direct operating expenses due to higher compensation and inventory costs, partially offset by lower bad debt as compared to the same period in 2024.

Previous wording

Segment profit for the three months ended June 30, 2025 decreased by $0.1 million, or 0.3%, when compared with the same period in 2024, essentially flat. Broadcast Advertising segment profit decreased $1.3 million, or 8.4%, as compared to the same period in 2024, primarily due to the decrease in net revenue, partially offset by an increase in Subscription Digital Marketing Solutions segment profit of $0.8 million, or 15.2% as compared to the same period in 2024, primarily due to the increase in revenue and decrease in compensation discussed above. Other segment profit increased $0.5 million, or 201.5%.

Current wording

Segment profit for the three months ended September 30, 2025 decreased by $3.5 million, or 11.2%, when compared with the same period in 2024. Broadcast Advertising segment profit decreased $2.6 million, or 16.3%, primarily due to the decrease in net revenue, including the loss of political net revenue. Digital Advertising segment profit decreased $2.2 million, or 20.1%, as compared to the same period in 2024, primarily due to the increase in compensation and inventory costs. These decreases were partially offset by an increase in Subscription Digital Marketing Solutions segment profit of $1.1 million, or 21.1% as compared to the same period in 2024, primarily due to the decrease in compensation. Other segment profit increased $0.2 million, or 45.8%.

Previous wording

Impairment of Intangible Assets, Investments, Goodwill and Long-Lived Assets

Previous wording

Unfavorable changes in key assumptions utilized in the impairment assessment of our FCC licenses may affect future testing results. For example, keeping all other assumptions constant, a 100-basis point increase in the weighted average cost of capital as of the date of our last quantitative assessment would cause the estimated fair values of our FCC licenses to decrease by $20.5 million which would have resulted in an incremental impairment charge of $3.2 million as of June 30, 2025. Further, a 100-basis point decline in the long-term revenue growth rate would cause the estimated fair values of our FCC licenses to further decrease by $10.4 million which would have resulted in an impairment charge of $3.9 million as of June 30, 2025. Finally, a 100-basis point decline in operating profit margins would result in a decrease in the estimated fair values of our FCC licenses of $20.2 million which would result in an incremental impairment charge of $6.0 million. Assumptions used to estimate the fair value of our FCC licenses are also dependent upon the expected performance and growth of our traditional broadcast radio operations. In the event broadcast radio revenue experiences actual or anticipated declines, such declines will have a negative impact on the estimated fair value of our FCC licenses, and the Company could recognize additional impairment charges, which could be material.

Current wording

Unfavorable changes in key assumptions utilized in the impairment assessment of our FCC licenses may affect future testing results. For example, keeping all other assumptions constant, a 100-basis point increase in the weighted average cost of capital as of the date of our last quantitative assessment would cause the estimated fair values of our FCC licenses to decrease by $26.5 million which would have resulted in an incremental impairment charge of $0.3 million as of September 30, 2025. Further, a 100-basis point decline in the long-term revenue growth rate would cause the estimated fair values of our FCC licenses to further decrease by $13.8 million which would have resulted in an impairment charge of $0.4 million as of September 30, 2025. Finally, a 100-basis point decline in operating profit margins would result in a decrease in the estimated fair values of our FCC licenses of $10.7 million which would result in an incremental impairment charge of $0.8 million. Assumptions used to estimate the fair value of our FCC licenses are also dependent upon the expected performance and growth of our traditional broadcast radio operations. In the event broadcast radio revenue experiences actual or anticipated declines, in excess of these assumptions, such declines will have a negative impact on the estimated fair value of our FCC licenses, and the Company could recognize additional impairment charges, which could be material.

Previous wording

Stock-based compensation expense for three months ended June 30, 2025 decreased $4.5 million, or 54.5%, as compared to the same period in 2024, primarily due to $3.8 million of expense recognized for the cash settlement of options in 2024 that did not reoccur in 2025, and a $0.6 million decrease in expense related to the stock bonus program. For further discussion, see Note 9, Stockholders' Deficit, in the Notes to Unaudited Consolidated Financial Statements.

Current wording

For further discussion, see Note 5, Goodwill and Other Intangible Assets, in the Notes to Unaudited Consolidated Financial Statements.

Previous wording

During the second quarter of 2024, in connection with an interim goodwill impairment assessment, the Company concluded that the carrying amounts of the National Digital and Live Events reporting units exceeded their fair values, resulting in the recognition of a non-cash goodwill impairment charges of $1.8 million and $0.9 million, respectively, for the three months ended June 30, 2024. During the three months ended June 30, 2024, the Company recorded an impairment charge of $1.6 million related to certain of its equity securities, which are measured at cost minus impairment.

Current wording

During the three months ended September 30, 2024, the Company recorded an impairment charge of $0.2 million related to one of its equity securities, which is measured at cost minus impairment.

Previous wording

We recognized provision for income taxes of $6.3 million for the three months ended June 30, 2025, as compared to $18.8 million for the same period in 2024. Our effective tax rate for the three months ended June 30, 2025 and 2024 was approximately 75.8% and 62.7%, respectively. The increase in the effective tax rate is driven by the valuation allowance for interest expense carryforwards during the three months ended June 30, 2025. The decrease in the income tax provision is primarily driven by the valuation allowance for interest expense carryforwards resulting from higher non-cash impairment charges and non-deductible compensation costs recorded during the three months ended June 30, 2024, as compared to the three months ended June 30, 2025.

Current wording

We recognized benefit for income taxes of $1.1 million for the three months ended September 30, 2025, as compared to $5.1 million for the same period in 2024. Our effective tax rate for the three months ended September 30, 2025 and 2024 was approximately 16.2% and 82.6%, respectively. The decrease in the effective tax rate and tax benefit for the three months ended September 30, 2025 is primarily driven by the decrease in the valuation allowance for interest expense carryforwards resulting from an increase in deductible interest expense pursuant to the OBBBA tax law change and non-deductible compensation costs.

Previous wording

Six months ended June 30, 2025 compared to six months ended June 30, 2024

Current wording

Nine months ended September 30, 2025 compared to nine months ended September 30, 2024

Previous wording

The following table presents the Company's reportable segment net revenue and direct operating expenses for the six months ended June 30, 2025 and 2024 (in thousands):

Current wording

The following table presents the Company's reportable segment net revenue, direct operating expenses and segment profit for the nine months ended September 30, 2025 and 2024 (in thousands):

Previous wording

Net revenue for the six months ended June 30, 2025, decreased $3.7 million, or 1.7%, as compared to the same period in 2024. Broadcast Advertising net revenue decreased $9.1 million, or 9.2%, due to decreases in the purchases of advertising by our clients. This decrease was partially offset by an increase in Digital Advertising net revenue of $3.6 million, or 4.8%, and an increase in Subscription Digital Marketing Solutions net revenue of $1.0 million, or 2.8%, each as compared to the same period in 2024. Other net revenue increased $0.7 million, or 11.5%, due to the performance of certain events as compared to 2024.

Current wording

Net revenue for the nine months ended September 30, 2025, decreased $12.3 million, or 3.7%, as compared to the same period in 2024. Broadcast Advertising net revenue decreased $16.6 million, or 10.8%, due to decreases in the purchases of advertising by our clients and political revenue. This decrease was partially offset by an increase in Digital Advertising net revenue of $3.0 million, or 2.6%, an increase in Other net revenue of $0.8 million, or 11.6%, and an increase in Subscription Digital Marketing Solutions net revenue of $0.6 million, or 1.1%.

Previous wording

Direct operating expenses for the six months ended June 30, 2025, decreased by $3.8 million, or 2.3%, as compared to the same period in 2024. Broadcast Advertising direct operating expenses decreased by $5.9 million, or 8.1%, primarily driven by lower compensation costs and music license fees. Subscription Digital Marketing Solutions direct operating expense decreased by $0.9 million or 3.5% due to lower compensation, partially offset by higher software costs. These decreases were partially offset by an increase in Digital Advertising direct operating expenses of $2.9 million, or 5.0%, due to higher inventory and compensation costs, partially offset by lower bad debt. Additionally, Other direct operating expenses increased $0.2 million, or 3.9%.

Current wording

Direct operating expenses for the nine months ended September 30, 2025, decreased by $8.8 million, or 3.6%, as compared to the same period in 2024. Broadcast Advertising direct operating expenses decreased by $10.9 million, or 9.7%, primarily driven by lower compensation and insurance costs, as well as lower music license fees. Subscription Digital Marketing Solutions direct operating expense decreased by $2.4 million or 6.1%, primarily due to lower compensation, partially offset by higher software costs. These decreases were partially offset by an increase in Digital Advertising direct operating expenses of $4.4 million, or 5.0%, due to higher inventory and compensation costs, partially offset by lower bad debt expense.

Previous wording

Stock-based compensation expense for the six months ended June 30, 2025, decreased $3.2 million, or 28.7%, as compared to the same period in 2024 due to $4.6 million of expense recognized for the cash settlement of options in 2024 that did not reoccur in 2025 and a $0.4 million decrease in expense related to the stock bonus program, partially offset by a $1.0 million increase in expense recognized for grants during the first half of 2025. For further discussion, see Note 9, Stockholders' Equity, in the Notes to Unaudited Consolidated Financial Statements.

Current wording

Stock-based compensation expense for the nine months ended September 30, 2025, decreased $3.0 million, or 21.5%, as compared to the same period in 2024, due to $4.6 million of expense recognized for the cash settlement of options in 2024 that did not reoccur in 2025. This was partially offset by an $0.7 million increase in expense recognized for grants during 2025 and an $0.9 million increase in expense related to the stock bonus program. For further discussion, see Note 9, Stockholders' Equity, in the Notes to Unaudited Consolidated Financial Statements.

Previous wording

The Company incurred $1.5 million in impairment charges related to FCC licenses 4 of our 74 local markets during the six months ended June 30, 2025, as compared to impairment charges of $29.7 million related to FCC licenses in 26 of our 74 local markets during the six months ended June 30, 2024. The impairment charges during the six months ended June 30, 2025 were primarily driven by decreases in third-party forecasts of broadcast revenue. For further discussion, see Note 5, Goodwill and Other Intangible Assets, in the Notes to Unaudited Consolidated Financial Statements.

Current wording

The Company incurred $1.5 million in impairment charges related to FCC licenses 4 of our 74 local markets during the nine months ended September 30, 2025, as compared to impairment charges of $29.7 million related to FCC licenses in 26 of our 74 local markets during the nine months ended September 30, 2024. The impairment charges during the nine months ended September 30, 2025, were primarily driven by decreases in third-party forecasts of broadcast revenue. For further discussion, see Note 5, Goodwill and Other Intangible Assets, in the Notes to Unaudited Consolidated Financial Statements.

Previous wording

During the three months ended June 30, 2025, the Company recognized net gains on the sales of assets of $5.9 million, which includes a $5.6 million gain on the sale of land in the Boise, ID market.

Current wording

During the nine months ended September 30, 2025, the Company recognized $7.5 million in net gains on the sales of property and leased assets in several markets, including a $5.6 million and $0.7 million gain on the sales of property in the Boise, ID and Bismarck, ND markets, respectively.

Previous wording

During the six months ended June 30, 2025, the Company recognized a $1.5 million loss on the early extinguishment of debt. The $1.5 million loss on the early extinguishment of debt is comprised of the write-off of $1.5 million of unamortized deferred financing fees previously capitalized in connection with the 2026 Notes. For further discussion, see Note 7, Long-Term Debt, in the Notes to Unaudited Consolidated Financial Statements.

Current wording

During the nine months ended September 30, 2025, the Company recognized a $1.2 million net loss on the early extinguishment of debt, comprised of the write-off of $1.5 million of unamortized deferred financing fees previously capitalized in connection with the 2026 Notes, partially offset by a $0.2 million net gain on the voluntarily repayment of an aggregate $5.8 million principal amount of Term Loan below par, plus accrued interest during the nine months ended September 30, 2025. For further discussion, see Note 7, Long-Term Debt, in the Notes to Unaudited Consolidated Financial Statements.

Previous wording

In February of 2024, one of the Company’s investees announced the completion of its acquisition by a third-party. The Company recognized a $4.0 million gain on this transaction during the six months ended June 30, 2024.

Current wording

In February of 2024, one of the Company’s investees announced the completion of its acquisition by a third-party. The Company recognized a $4.0 million gain on this transaction during the nine months ended September 30, 2024.

Previous wording

During the six months ended June 30, 2024, the Company recorded total insurance recoveries of $0.3 million related to construction and flood damages in two of its local markets.

Current wording

During the nine months ended September 30, 2024, the Company recorded total insurance recoveries of $0.3 million related to construction and flood damages in two of its local markets.

Previous wording

Other expense (income), net included unrealized gains related to measuring the fair value of one of the Company's former investees. During the six months ended June 30, 2024 the Company recorded an unrealized net gain of $0.2 million.

Current wording

Other expense (income), net included unrealized gains related to measuring the fair value of one of the Company's former investees. During the nine months ended September 30, 2024, the Company recorded an unrealized net gain of $0.2 million.

Previous wording

We recognized a provision for income taxes of $3.3 million for the six months ended June 30, 2025, as compared to $19.0 million for the same period in 2024. Our effective tax rate for the period was approximately 86.7% for the six months ended June 30, 2025 as compared to 67.3% for the six months ended June 30, 2024. The increase in the effective tax rate for the six months ended June 30, 2025 is driven by the valuation allowance for interest expense carryforwards. The decrease in the income tax provision is primarily driven by the valuation allowance for interest expense carryforwards resulting from higher non-cash impairment charges and non-deductible compensation costs recorded during the six months ended June 30, 2024, as compared to the six months ended June 30, 2025.

Current wording

We recognized a provision for income taxes of $2.2 million for the nine months ended September 30, 2025, as compared to $13.9 million for the same period in 2024. Our effective tax rate for the period was approximately 78.0% for the nine months ended September 30, 2025 as compared to 63.0% for the nine months ended September 30, 2024. The effective tax rate for the nine months ended September 30, 2025 is driven by the decrease in the valuation allowance for interest expense carryforwards resulting from an increase in deductible interest expense pursuant to the OBBBA tax law change in the current year period and higher non-deductible compensation costs in the nine months ended September 30, 2024.

Previous wording

Net cash provided by operating activities was approximately $10.1 million for the six months ended June 30, 2025, as compared to $10.7 million for the same period in 2024. The decrease was primarily related to higher cash interest payments in 2025, due in part to the timing of the refinancing in February 2025 and the quarterly interest payment requirements for the Term Loan, partially offset by changes in working capital balances, particularly accrued expenses, accounts payable, and accounts receivable.

Current wording

Net cash provided by operating activities was approximately $18.0 million for the nine months ended September 30, 2025, as compared to $20.6 million for the same period in 2024. The decrease was primarily related to higher cash interest payments in 2025, partially offset by changes in working capital balances, particularly accounts receivable, accounts payable and accrued expenses.

Previous wording

Net cash used in investing activities was $1.9 million for the six months ended June 30, 2025 as compared $4.0 million for the same period in 2024. The decrease in net cash used in investing activities was primarily due to net cash proceeds of $5.8 million related to the sale of land in Boise, ID, as compared to cash proceeds of $4.0 million received in 2024 related to the acquisition of one of the Company's investments by a third party.

Current wording

Net cash used in investing activities was $3.4 million for the nine months ended September 30, 2025 as compared $7.6 million for the same period in 2024. The decrease in net cash used in investing activities was primarily due to an increase of $2.6 million in net proceeds from sales of assets and investment related transactions and a $2.0 million decrease in purchases of property and equipment.

Previous wording

Net cash used in financing activities was $37.7 million for the six months ended June 30, 2025, as compared to $39.2 million for the same period in 2024. The primary differences in net cash used in financing activities in 2025 as compared to 2024 include: $1.5 million of shares repurchased to cover employee tax withholdings on restricted stock that vested during the six months ended June 30, 2025, as compared to $22.1 million for repurchases of common stock during the six months ended June 30, 2024; the repayment of $467.4 million of principal amount of the 2026 Notes, offset by proceeds from the Term Loan of $441.7 million, net of fees and expenses in 2025, as compared to voluntary repurchases of 2026 Notes in the amount of $13.6 million in 2024, and a $4.1 million decrease in proceeds from stock option exercises for the six months ended June 30, 2025 as compared to the same period a year ago.

Current wording

Net cash used in financing activities was $44.1 million for the nine months ended September 30, 2025, as compared to $52.2 million for the same period in 2024. The primary differences in net cash used in financing activities in 2025 as compared to 2024 include:

Previous wording

As of June 30, 2025, we had $439.7 million of outstanding indebtedness, net of unamortized discount and deferred financing costs of $27.3 million.

Current wording

As of September 30, 2025, we had $437.6 million of outstanding indebtedness, net of unamortized discount and deferred financing costs of $25.8 million.

Previous wording

Based on the terms of our Senior Secured Credit Facility, as of June 30, 2025, we expect our debt service requirements to be approximately $54.9 million over the next twelve months. See Note 7, Long-Term Debt, in our Notes to Consolidated Financial Statements for additional information related to our Senior Secured Credit Facility.

Current wording

Based on the terms of our Senior Secured Credit Facility, as of September 30, 2025, we expect our mandatory debt service requirements to be approximately $53.7 million over the next twelve months. See Note 7, Long-Term Debt, in our Notes to Consolidated Financial Statements for additional information related to our Senior Secured Credit Facility.

Previous wording

As of June 30, 2025 we had $3.2 million of cash and cash equivalents, and $59.8 million of receivables from customers, which historically have had an average collection cycle of approximately 50 days.

Current wording

As of September 30, 2025 we had $3.2 million of cash and cash equivalents, and $55.5 million of receivables from customers, which historically have had an average collection cycle of approximately 50 days.

Previous wording

Our anticipated uses of cash in the near term include working capital needs, interest payments, debt amortization payments, dividend payments, excess cashflow payments that may be required under the terms of the Credit Agreement, other obligations, and capital expenditures. The Company believes that the cash generated by its operations should be sufficient to meet its liquidity needs for at least the next 12 months. However, our ability to fund our working capital needs, debt payments, dividend payments, other obligations, capital expenditures, and to comply with financial covenants under our debt agreements, depends on our future operating performance and cash flow, which are in turn subject to prevailing economic conditions, increases or decreases in advertising spending, changes in the highly competitive industry in which we operate, which may be rapid, and other factors, many of which are beyond our control. To the extent that current and anticipated future sources of liquidity are insufficient to fund our future business activities and requirements, we may be required to seek additional equity or debt financing. The sale of additional equity would result in additional dilution to our stockholders, while the incurrence of debt financing would result in debt service obligations. Such debt instruments could introduce covenants that might restrict our operations. We cannot assure you that we could obtain additional financing on favorable terms or at all.

Current wording

Our anticipated uses of cash in the near term include working capital needs, interest payments, debt amortization payments, dividend payments, excess cashflow payments that may be required under the terms of the Credit Agreement, other obligations, and capital expenditures. The Company believes that the cash generated by its operations should be sufficient to meet its liquidity needs for at least the next 12 months. However, our ability to fund our working capital needs, interest payments, debt payments, dividend payments, other obligations, capital expenditures, and to comply with financial covenants under our debt agreements, depends on our future operating performance and cash flow, which are in turn subject to prevailing economic conditions, increases or decreases in advertising spending, changes in the highly competitive industry in which we operate, which may be rapid, and other factors, many of which are beyond our control. To the extent that current and anticipated future sources of liquidity are insufficient to fund our future business activities and requirements, we may be required to seek additional equity or debt financing. The sale of additional equity would result in additional dilution to our stockholders, while the incurrence of debt financing would result in debt service obligations. Such debt instruments could introduce covenants that might restrict our operations. We cannot assure you that we could obtain additional financing on favorable terms or at all.
Rearranged current paragraphs (6)

Current report — wording carried from elsewhere

For further discussion, see Note 5, Goodwill and Other Intangible Assets, in the Notes to Unaudited Consolidated Financial Statements.

Current report — wording carried from elsewhere

During the nine months ended September 30, 2024, the Company recorded total impairment charges of $1.8 million related to certain of its equity securities, which are measured at cost minus impairment.

Current report — wording carried from elsewhere

•the repayment of $467.4 million of principal amount of the 2026 Notes, offset by proceeds from the Term Loan of $441.7 million, net of fees and expenses;

Current report — wording carried from elsewhere

•total Term Loan repayments of $11.1 million, as compared to voluntary repurchases of 2026 Notes in the amount of $24.5 million in 2024;

Current report — wording carried from elsewhere

•$1.5 million of shares repurchased to cover employee tax withholdings on restricted stock that vested during the nine months ended September 30, 2025, as compared to $23.6 million for repurchases of common stock during the nine months ended September 30, 2024, and

Current report — wording carried from elsewhere

•a $6.4 million decrease in proceeds from stock option exercises for the nine months ended September 30, 2025 as compared to the same period a year ago.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

The Company incurred $1.5 million in impairment charges related to FCC licenses 4 of our 74 local markets during the three months ended June 30, 2025, as compared to impairment charges of $28.4 million in 26 of our 74 local markets in the same period a year ago. The impairment charges during the three months ended June 30, 2025 were primarily driven by decreases in third-party forecasts of broadcast revenues. For further discussion, see Note 5, Goodwill and Other Intangible Assets, in the Notes to Unaudited Consolidated Financial Statements.