Townsquare Media, Inc.

Previous wording

Our Broadcast Advertising segment includes our portfolio of 336 local terrestrial radio stations. Our primary source of Broadcast Advertising net revenue is the sale of advertising on our local radio stations primarily to local and regional spot advertisers and, to a lesser extent, national spot and national network advertisers. We believe we are the largest and best-capitalized owner and operator of radio stations focused solely on markets outside the top 50 markets in the United States. Given the stability of radio’s audience, its broad reach and its relatively low cost as compared to competing advertising media such as television, we believe radio continues to offer an attractive value proposition to advertisers. The price point for radio advertising on a cost per thousand basis is lower than most other local media that deliver similar scale. This makes radio more affordable and accessible for the type of small and mid-sized businesses typically found in our local markets outside the top 50 markets in the U.S.

Current wording

Our Broadcast Advertising segment includes our portfolio of 335 local terrestrial radio stations. Our primary source of Broadcast Advertising net revenue is the sale of advertising on our local radio stations primarily to local and regional spot advertisers and, to a lesser extent, national spot and national network advertisers. We believe we are the largest and best-capitalized owner and operator of radio stations focused solely on markets outside the top 50 markets in the United States. Given the stability of radio’s audience, its broad reach and its relatively low cost as compared to competing advertising media such as television, we believe radio continues to offer an attractive value proposition to advertisers. The price point for radio advertising on a cost per thousand basis is lower than most other local media that deliver similar scale. This makes radio more affordable and accessible for the type of small and mid-sized businesses typically found in our local markets outside the top 50 markets in the U.S.

Previous wording

•Net revenue decreased $0.1 million, or 0.1%, primarily driven by a $2.7 million decrease in our Broadcast Advertising net revenue and a $1.6 million decrease in Subscription Digital Marketing Solutions net revenue, largely offset by a $4.7 million increase in our Digital Advertising net revenue.

Current wording

•Net revenue increased $4.2 million, or 3.9%, primarily driven by a $5.1 million increase in our Digital Advertising net revenue, a $0.5 million increase in Other net revenue and a $0.2 million increase in our Broadcast Advertising net revenue. These increases were partially offset by a $1.6 million decrease in Subscription Digital Marketing Solutions net revenue.

Previous wording

•Broadcast Advertising reported an operating loss of $15.9 million for the three months ended June 30, 2026, which represents a decrease of $32.4 million, as compared to operating income of $16.5 million for the same period in 2025. The decrease is primarily due to incremental non-cash impairment charges of $25.1 million, a $6.0 million decrease in net gain on sales and retirements of assets, and a $1.2 million decrease in segment profit. Digital Advertising reported operating income of $10.1 million for the three months ended June 30, 2026, a decrease of $0.1 million, as compared to the same period in 2025. Subscription Digital Marketing Solutions reported operating income of $5.4 million, a decrease of $0.2 million from the three months ended June 30, 2025.

Current wording

•Digital Advertising reported operating income of $7.7 million for the three months ended September 30, 2026, an increase of $2.9 million, as compared to the same period in 2025, primarily due to a non-cash goodwill impairment charge of $3.0 million that was incurred in 2025. Subscription Digital Marketing Solutions reported operating income of $5.3 million, a decrease of $0.4 million from the three months ended September 30, 2025. Broadcast Advertising reported operating income of $3.1 million for the three months ended September 30, 2026, which represents a decrease of $8.7 million, as compared to operating income of $11.8 million for the same period in 2025.

Previous wording

Certain key financial developments in our business for the six months ended June 30, 2026, as compared to the same period in 2025 are summarized below:

Current wording

Certain key financial developments in our business for the nine months ended September 30, 2026, as compared to the same period in 2025 are summarized below:

Previous wording

•Excluding political revenue of $1.3 million and $0.6 million for the three months ended June 30, 2026 and 2025, respectively, net revenue decreased $0.9 million, or 0.8%, to $114.0 million, Broadcast Advertising net revenue decreased $3.5 million, or 7.2%, to $45.3 million, and Digital Advertising net revenue increased $4.7 million, or 11.1%, to $47.1 million.

Current wording

•Excluding political revenue of $4.9 million and $1.3 million for the nine months ended September 30, 2026 and 2025, respectively, net revenue decreased $1.4 million, or 0.4% to $318.2 million, Broadcast Advertising net revenue decreased $8.8 million, or 6.4%, to $127.7 million, and Digital Advertising net revenue increased $12.2 million, or 10.3%, to $131.6 million.

Previous wording

•Operating income decreased $33.3 million to an operating loss of $12.3 million for the three months ended June 30, 2026. The decrease was primarily due to a $25.1 million increase in non-cash impairment charges, a $6.0 million decrease in net gain on sales and retirements of assets and a $1.7 million increase in direct operating expenses.

Current wording

•Operating income decreased $42.2 million for the nine months ended September 30, 2026, to an operating loss of $8.1 million, primarily due to a $38.7 million increase in non-cash impairment charges, a $7.2 million decrease in net gain on sales and retirements of assets and a $5.0 million increase in direct operating expenses. These changes were partially offset by a $6.3 million decrease in transaction and business realignment costs and the $2.2 million increase in net revenue.

Previous wording

Net revenue for the three months ended June 30, 2026 decreased $0.1 million, or 0.1%, as compared to the same period in 2025. Broadcast Advertising net revenue decreased $2.7 million, or 5.5%, due to decreases in the purchases of advertising by our clients and Subscription Digital Marketing Solutions net revenue decreased $1.6 million, or 8.5%, due to reduced sales velocity as a result of lower sales headcount, and Other net revenue decreased $0.5 million, or 9.9%. These decreases were largely offset by an increase in Digital Advertising net revenue of $4.7 million, or 11.0%, due to increases in the purchases of advertising by our clients.

Current wording

Net revenue for the three months ended September 30, 2026 increased $4.2 million, or 3.9%, as compared to the same period in 2025. Digital Advertising net revenue increased $5.1 million, or 12.7%, due to increases in the purchases of advertising by our clients, other net revenue increased $0.5 million, or 51.8%, due to the timing of certain events in the current period as compared to the same period a year ago, and Broadcast Advertising net revenue increased $0.2 million, or 0.4% due to an increase in political revenue. These increases were partially offset by a $1.6 million, or 8.5%, decrease in Subscription Digital Marketing Solutions net revenue, due to reduced sales velocity as a result of lower sales headcount.

Previous wording

Direct operating expenses for the three months ended June 30, 2026 increased by $1.7 million, or 2.0%, as compared to the same period in 2025. Digital Advertising direct operating expenses increased by $4.7 million, or 14.8%, primarily due to higher inventory costs as compared to the same period in 2025, as a result of higher costs associated with acquiring digital advertising inventory, partially driven by the increase in net revenue discussed above. This was partially offset by a decrease of $1.8 million, or 14.5% of Subscription Digital Marketing Solutions direct operating expenses due to lower compensation and a $1.4 million, or 4.2%, decrease in Broadcast Advertising direct operating expenses primarily due to lower compensation, each as compared to the same period a year ago.

Current wording

Direct operating expenses for the three months ended September 30, 2026 increased by $3.5 million, or 4.5%, as compared to the same period in 2025. Digital Advertising direct operating expenses increased by $5.3 million, or 16.7%, as a result of higher costs associated with acquiring digital advertising inventory, partially driven by the increase in net revenue discussed above. Other direct operating expenses increased $0.8 million, or 74.9%, primarily due to higher talent and production costs. These increases were partially offset by a decrease of $1.6 million, or 12.6% of Subscription Digital Marketing Solutions direct operating expenses primarily due to lower compensation, and a $1.0 million, or 3.0%, decrease in Broadcast Advertising direct operating expenses primarily due to lower compensation, each as compared to the same period a year ago.

Previous wording

Segment profit for the three months ended June 30, 2026 decreased by $1.8 million, or 5.4%, when compared with the same period in 2025. Broadcast Advertising segment profit decreased $1.2 million, or 8.2%, primarily due to the decrease in net revenue and Other segment profit decreased $0.7 million, primarily due to the performance of certain events in the current year period. These declines were partially offset by an increase in Subscription Digital Marketing Solutions segment profit of $0.2 million, or 3.4%, as compared to the same period in 2025, due to the decrease in direct operating expenses.

Current wording

Segment profit for the three months ended September 30, 2026 increased by $0.7 million, or 2.4%, when compared with the same period in 2025. Broadcast Advertising segment profit increased $1.2 million, or 9.0%, primarily due to the decrease in direct operating expenses. Our Other segment profit decreased $0.4 million, primarily due to the increase in direct operating expenses discussed above.

Previous wording

The Company incurred $26.6 million of non-cash impairment charges related to FCC licenses during the three months ended June 30, 2026, as compared to $1.5 million of non-cash impairment charges for the same period in 2025. The impairment charge was 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.

Current wording

The Company incurred $8.1 million of non-cash impairment charges related to FCC licenses during the three months ended September 30, 2026, as compared to no impairment charges related to FCC licenses for the same period in 2025. The impairment charge was primarily driven by an increase in the weighted average cost of capital, caused by an increase in U.S. treasury and industry bond yields. For further discussion, see Note 5, Goodwill and Other Intangible Assets, in the Notes to Unaudited Consolidated Financial Statements.

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 $16.5 million which would have resulted in an incremental impairment charge of $10.0 million as of June 30, 2026. 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 $8.4 million which would have resulted in an incremental impairment charge of $5.6 million as of June 30, 2026. 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 $8.0 million which would result in an incremental impairment charge of $6.8 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.

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 $14.7 million which would have resulted in an incremental impairment charge of $8.8 million as of September 30, 2026. A 100-basis point decline in the long-term revenue growth rate would cause the estimated fair values of our FCC licenses to decrease by $8.5 million which would have resulted in an incremental impairment charge of $4.5 million as of September 30, 2026. 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 $8.9 million which would result in an incremental impairment charge of $4.5 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

Interest expense decreased primarily due to a lower effective interest rate on the term loan, driven by declines in SOFR, and a reduction in term loan principal resulting from scheduled quarterly and voluntary repayments. For further discussion related to the terms of the credit agreement and effective interest rates, see Note 6, Long-Term Debt, in the Notes to Unaudited Consolidated Financial Statements.

Current wording

Interest expense decreased primarily due to a lower effective interest rate on the term loan, reflecting a decline in SOFR compared to the prior-year period, and lower outstanding term loan principal balances resulting from scheduled quarterly and voluntary repayments. These decreases were partially offset by higher interest expense on the revolving credit facility due to higher average outstanding borrowings. For additional information regarding the terms of the credit agreement and effective interest rates, see Note 6, Long-Term Debt, in the Notes to Unaudited Consolidated Financial Statements.

Previous wording

We recognized a provision for income taxes of $18.0 million for the three months ended June 30, 2026, as compared to $6.3 million for the same period in 2025. Our effective tax rate for the three months ended June 30, 2026 and 2025 was approximately 75.9% and 75.8%, respectively. The effective tax rate and tax provision for the three months ended June 30, 2026 are driven by the valuation allowance for interest expense carryforwards resulting from higher non-cash impairment charges and non-deductible compensation.

Current wording

We recognized an income tax benefit of $1.9 million for the three months ended September 30, 2026, as compared to $1.1 million for the same period in 2025. Our effective tax rate for the three months ended September 30, 2026 and 2025 was approximately 32.4% and 16.2%, respectively. The effective tax rate and tax provision for the three months ended September 30, 2026 is driven by the valuation allowance for interest expense carryforwards, non-deductible compensation and the effects of non-cash impairment charges recognized for the three months ended September 30, 2026.

Previous wording

The following table presents the Company's reportable segment net revenue, direct operating expenses and segment profit for the six months ended June 30, 2026 and 2025 (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, 2026 and 2025 (in thousands):

Previous wording

Net revenue for the six months ended June 30, 2026 decreased $2.0 million, or 0.9%, as compared to the same period in 2025. Broadcast Advertising net revenue decreased $5.4 million, or 6.0%, due to decreases in the purchases of advertising by our clients, Subscription Digital Marketing Solutions net revenue decreased $3.1 million, or 8.2%, due to reduced sales velocity, and Other net revenue decreased by $0.6 million, or 10.0%, due to the performance of certain events in 2026, as compared to 2025. These decreases were partially offset by an increase in Digital Advertising net revenue of $7.2 million, or 9.1%.

Current wording

Net revenue for the nine months ended September 30, 2026 increased $2.2 million, or 0.7%, as compared to the same period in 2025. Digital Advertising net revenue increased $12.3 million, or 10.3%, due to increases in the purchases of advertising by our clients. This increase was partially offset by a $5.2 million, or 3.8%, decrease in Broadcast Advertising net revenue due to decreases in the purchases of advertising by our clients, which was partially offset by increased political revenue, a $4.7 million, or 8.3%, decrease in Subscription Digital Marketing Solutions net revenue due to reduced sales velocity, and a $0.2 million, or 2.6%, decrease in Other net revenue.

Previous wording

Direct operating expenses for the six months ended June 30, 2026 increased by $1.4 million, or 0.9%, as compared to the same period in 2025. Digital Advertising direct operating expenses increased $7.6 million, or 12.6%, primarily due to higher inventory and compensation costs. This increase was partially offset by a decrease in Broadcast Advertising direct operating expenses of $3.2 million, or 4.8%, and a decrease in Subscription Digital Marketing Solutions direct operating expenses of $3.0 million or 12.0%, each primarily due to lower compensation.

Current wording

Direct operating expenses for the nine months ended September 30, 2026 increased by $5.0 million, or 2.1%, as compared to the same period in 2025. Digital Advertising direct operating expenses increased $12.9 million, or 14.0%, primarily due to higher inventory and compensation costs. Other direct operating expenses increased $0.9 million, or 13.5%, primarily due to higher talent fees in 2026 as compared to 2025. These increases were partially offset by a decrease in Subscription Digital Marketing Solutions direct operating expenses of $4.6 million or 12.2%, and a decrease in Broadcast Advertising direct operating expenses of $4.2 million, or 4.2%, each primarily due to lower compensation.

Previous wording

Segment profit for the six months ended June 30, 2026, decreased by $3.4 million, or 6.2%, as compared to the same period in 2025. Broadcast Advertising segment profit decreased $2.2 million, or 9.3%, primarily due to the decline in net revenue. Digital Advertising segment profit decreased $0.4 million, or 2.1%, primarily due to the increases in inventory and compensation costs discussed above, and Other segment profit decreased by $0.8 million.

Current wording

Segment profit for the nine months ended September 30, 2026 decreased by $2.8 million, or 3.3%, as compared to the same period in 2025. Other segment profit decreased by $1.1 million, primarily due to higher talent fees, and Broadcast Advertising segment profit decreased $1.0 million, or 2.7%, primarily due to the decline in net revenue. Digital Advertising segment profit decreased $0.5 million, or 2.0%, primarily due to the increases in inventory and compensation costs discussed above.

Previous wording

The Company incurred a total of $35.2 million in non-cash impairment charges related to FCC licenses in 20 of our 74 local markets during the six months ended June 30, 2026, as compared to impairment charges of $1.5 million related to FCC licenses in 4 of our 74 local markets during the six months ended June 30, 2025. The impairment charges during the six months ended June 30, 2026 were primarily driven by decreases in third-party forecasts of broadcast revenue and increases in the discount rate applied in the valuation of our FCC licenses due to an increase in the weighted average cost of capital, caused by an increase in industry bond yields. For further discussion, see Note 5, Goodwill and Other Intangible Assets, in the Notes to Unaudited Consolidated Financial Statements.

Current wording

The Company incurred a total of $43.3 million in non-cash impairment charges related to FCC licenses in 21 of our 74 local markets during the nine months ended September 30, 2026, as compared to non-cash impairment charges of $1.5 million for FCC licenses in 4 of our 74 local markets during the nine months ended September 30, 2025. The non-cash impairment charges in 2026 were primarily driven by decreases in third-party forecasts of broadcast revenue and increases in the discount rate applied in the valuation of our FCC licenses due to an increase in the weighted average cost of capital, caused by increases in U.S. treasury and industry bond yields.

Previous wording

During the six months ended June 30, 2026, the Company recognized a $0.3 million net gain on the sales of assets, as compared to net gains on the sales of assets of $5.9 million, which included a $5.6 million gain on the sale of land in the Boise, ID market, during the six months ended June 30, 2025.

Current wording

During the nine months ended September 30, 2026, the Company recognized $0.3 million in net gain on the sale and retirement of assets, as compared to net gain on the sale and retirement of assets of $7.5 million during the same period in 2025, which included a $5.6 million and $0.7 million gain on the sales of property in the Boise, ID and Bismarck, ND markets, respectively, during the nine months ended September 30, 2025.

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 our 2026 Notes. For further discussion, see Note 6, 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 Company's 2026 Notes, partially offset by a $0.2 million net gain on the voluntary 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.

Previous wording

We recognized a provision for income taxes of $2.4 million for the six months ended June 30, 2026, as compared to $3.3 million for the same period in 2025. Our effective tax rate for the period was approximately 6.5% for the six months ended June 30, 2026 as compared to 86.7% for the six months ended June 30, 2025. The effective tax rate and provision for the six months ended June 30, 2026 are driven by the valuation allowance for interest expense carryforwards, non-deductible compensation and the effects of non-cash impairment charges recognized in the first half of 2026.

Current wording

We recognized a provision for income taxes of $0.5 million for the nine months ended September 30, 2026, as compared to $2.2 million for the same period in 2025. Our effective tax rate for the period was approximately 1.1% for the nine months ended September 30, 2026 as compared to 78.0% for the nine months ended September 30, 2025. The effective tax rate and provision for the nine months ended September 30, 2026 is driven by the valuation allowance for interest expense carryforwards, non-deductible compensation and the effects of non-cash impairment charges recognized for the nine months ended September 30, 2026.

Previous wording

Our effective tax rate may vary significantly from period to period and can be influenced by many factors. These factors include, but are not limited to, changes to statutory rates in the jurisdictions where we have operations and changes in the valuation of deferred tax assets and liabilities. The difference between the effective tax rate and the federal statutory rate of 21%, primarily relates to certain non-deductible items, state and local income taxes and the valuation allowance for deferred tax assets.

Current wording

Our effective tax rate may vary significantly from period to period and can be influenced by many factors. These factors include, but are not limited to, changes to statutory rates in the jurisdictions where we have operations and changes in the valuation of deferred tax assets and liabilities. The difference between the effective tax rate and the federal statutory rate of 21.0%, primarily relates to certain non-deductible items, state and local income taxes and the valuation allowance for deferred tax assets.

Previous wording

Net cash provided by operating activities was approximately $7.8 million for the six months ended June 30, 2026, as compared to $10.1 million for the same period in 2025. The decrease was primarily related to net changes in working capital balances, particularly accounts receivable, accounts payable and accrued expenses, partially offset by lower cash interest payments in 2026.

Current wording

Net cash provided by operating activities was approximately $12.9 million for the nine months ended September 30, 2026, as compared to $18.0 million for the same period in 2025. The decrease was primarily related to net changes in working capital balances, particularly accounts receivable, accounts payable and accrued expenses, partially offset by lower cash interest payments in 2026.

Previous wording

Net cash used in investing activities was $6.1 million for the six months ended June 30, 2026, as compared to $1.9 million for the same period in 2025. The increase in net cash used in investing activities was primarily due to a $5.5 million decrease in net proceeds from sales of assets in 2026, partially offset by $1.2 million decrease in purchases of property and equipment.

Current wording

Net cash used in investing activities was $9.0 million for the nine months ended September 30, 2026, as compared to $3.4 million for the same period in 2025. The increase in net cash used in investing activities was primarily due to a $7.6 million decrease in net proceeds from sales of assets in 2026, partially offset by a $1.9 million decrease in purchases of property and equipment.

Previous wording

Net cash used in financing activities was $5.0 million for the six months ended June 30, 2026, as compared to $37.7 million for the same period in 2025. The primary differences in net cash used in financing activities include:

Current wording

Net cash used in financing activities was $3.8 million for the nine months ended September 30, 2026 as compared to $44.1 million for the same period in 2025. The primary differences in net cash used in financing activities include:

Previous wording

•$10.0 million in net borrowings under the Revolver during the six months ended June 30, 2026, as compared to no net borrowings during the same period in 2025;

Current wording

•$18.0 million in borrowings under the Revolver during the nine months ended September 30, 2026, as compared to $5.0 million in net borrowings during the same period in 2025;

Previous wording

•Fixed term loan repayments of $5.9 million in 2026, as compared to $2.9 million in 2025;

Current wording

•Fixed term loan repayments of $8.8 million in 2026, as compared to total repayments of $11.1 million in 2025;

Previous wording

•$1.5 million of shares repurchased to cover employee tax withholdings on restricted stock that vested during the six months ended June 30, 2025, which did not recur in 2026; and

Current wording

•$1.5 million of shares repurchased to cover employee tax withholdings on restricted stock that vested during the nine months ended September 30, 2025, which did not recur in 2026; and

Previous wording

•$7.2 million of dividend payments in 2026, as compared to $6.6 million of dividend payments in 2025.

Current wording

•$10.9 million of dividend payments in 2026, as compared to $9.8 million of dividend payments in 2025.

Previous wording

As of June 30, 2026, we had $440.0 million of outstanding indebtedness, net of unamortized discount and deferred financing costs of $22.2 million.

Current wording

As of September 30, 2026, we had $446.7 million of outstanding indebtedness, net of unamortized discount and deferred financing costs of $20.8 million.

Previous wording

Based on the terms of our Senior Secured Credit Facility, as of June 30, 2026, we expect our mandatory debt service requirements to be approximately $51.6 million over the next twelve months. See Note 6, 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, 2026, we expect our mandatory debt service requirements to be approximately $53.4 million over the next twelve months. See Note 6, 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, 2026 we had $1.2 million of cash and cash equivalents, and $60.3 million of receivables from customers, which historically have had an average collection cycle of approximately 50 days. As of June 30, 2026, the Company had $8.0 million available under its revolving credit facility. Amounts borrowed under the revolving credit facility above an aggregate $6.0 million as of the end of each fiscal quarter requires compliance with a net leverage ratio covenant, which could limit the Company’s ability to access the full amount of the facility.

Current wording

As of September 30, 2026 we had $4.6 million of cash and cash equivalents, and $57.6 million of receivables from customers, which historically have had an average collection cycle of approximately 50 days. As of September 30, 2026, the Company had no amount available under its revolving credit facility. Amounts borrowed under the revolving credit facility above an aggregate $6.0 million as of the end of each fiscal quarter require compliance with a net leverage ratio covenant, which could limit the Company’s ability to access the full amount of the facility in future periods.

Previous wording

On May 1, 2026, the board of directors approved a quarterly cash dividend of $0.20 per share. The dividend of $3.6 million was paid to holders on record as of July 27, 2026, on August 3, 2026.

Current wording

On May 1, 2026, the board of directors approved a quarterly cash dividend of $0.20 per share. The dividend of $3.6 million was paid to holders of record as of July 27, 2026 on August 3, 2026.

Previous wording

On August 4, 2026, the board of directors approved a quarterly cash dividend of $0.20 per share. The dividend will be payable on November 2, 2026 to shareholders of record as of the close of business on October 26, 2026.

Current wording

On August 4, 2026, the board of directors approved a quarterly cash dividend of $0.20 per share. The $3.6 million dividend was paid on November 2, 2026 to shareholders of record as of the close of business on October 26, 2026.

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, 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 additional 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, 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, 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 additional 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.