What changed in Townsquare Media, Inc.'s 2023 10-K compared to 2022?

Across the narrative sections we track, Townsquare Media, Inc. (TSQ) added 222 paragraphs, removed 208, and edited 179 between the 2022 and 2023 10-K filings. The biggest movers are Item 7. Management's Discussion & Analysis (+78/−70), Item 1. Business (+75/−75), Item 1A. Risk Factors (+60/−56).

Did Townsquare Media, Inc. add new Risk Factors in the 2023 10-K?

Yes — Item 1A Risk Factors shows 60 new/edited paragraphs and 56 removed paragraphs versus the 2022 10-K.

What changed in Townsquare Media, Inc.'s MD&A (Item 7) in 2023?

Item 7 Management's Discussion & Analysis shows 78 new/edited paragraphs and 70 removed paragraphs year-over-year. Read the side-by-side diff to see exactly which revenue, margin, and outlook commentary was rewritten.

Did Townsquare Media, Inc.'s Legal Proceedings (Item 3) change in 2023?

Item 3 shows 1 added/edited paragraphs and 1 removed paragraphs — usually indicating new litigation disclosed or settled cases removed.

Where does this TSQ 10-K diff come from?

The source filings are Townsquare Media, Inc.'s official 2022 and 2023 Form 10-K annual reports from SEC EDGAR. 10q10k.net parses each filing, aligns paragraphs by section (Item 1, 1A, 1C, 2, 3, 7, 7A), and highlights every added, removed and edited sentence side-by-side.

What changed in Townsquare Media, Inc.'s 10-K — 2022 vs 2023

Paragraph-level year-over-year comparison of Townsquare Media, Inc.'s 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+222 added−208 removedSource: 10-K (2024-03-15) vs 10-K (2023-03-16)

Top changes in Townsquare Media, Inc.'s 2023 10-K

222 paragraphs added · 208 removed · 179 edited across 6 sections

Item 7. Management's Discussion & Analysis+78 / −70 · 57 edited
Item 1. Business+75 / −75 · 70 edited
Item 1A. Risk Factors+60 / −56 · 46 edited
Item 5. Market for Registrant's Common Equity+6 / −4 · 3 edited
Item 2. Properties+2 / −2 · 2 edited

Item 1. Business

Business — how the company describes what it does

70 edited+5 added−5 removed115 unchanged

2022 filing

2023 filing

Biggest changeWe are subject to risks and uncertainties related to general economic conditions and our business, some of which are beyond our control, including that: • Decreased spending by advertisers, as a result of factors such as supply chain disruption, inflation and changes in the economy have had, and may continue to have a material adverse effect on our business. • The lingering effects of the COVID-19 pandemic, or the impact of any future pandemic, are uncertain and difficult to predict, but the COVID-19 pandemic had a material adverse effect on our business and revenues and may have a material adverse effect on our business, financial condition, results of operations, stock price, and liquidity in the future. • Our business, financial condition and results of operations may be adversely affected if we are unable to acquire certain broadcast rights or our broadcast rights contracts are not renewed on sufficiently favorable terms. • Our results are impacted by political advertising revenue, which can vary from even to odd-numbered years. • If we are unable to retain our digital audience, our business may be adversely affected. • To remain competitive, we must respond to changes in technology, services and standards that characterize our industry. • The failure or destruction of transmitter and other facilities that we depend upon to distribute our content could materially adversely affect our business, financial condition and results of operations. • We are dependent on key personnel. • Increases in or new royalties could adversely impact our business, financial condition and results of operations. • Our substantial indebtedness could have an adverse impact on us. • Capital requirements necessary to operate our business or consummate acquisitions could pose risks.

Biggest changeWe are subject to risks and uncertainties related to general economic conditions and our business, some of which are beyond our control, including that: • Macroeconomic factors such as inflation, rising interest rates, and changes in the economy have had, and may continue to have a material adverse effect on our business. • Our business, financial condition and results of operations may be adversely affected if we are unable to acquire certain broadcast rights or our broadcast rights contracts are not renewed on sufficiently favorable terms. • Our results are impacted by political advertising revenue, which can vary from even to odd-numbered years. • If we are unable to retain our digital audience, our business may be adversely affected. • To remain competitive, we must respond to changes in technology, services and standards that characterize our industry. • The failure or destruction of transmitter and other facilities that we depend upon to distribute our content could materially adversely affect our business, financial condition and results of operations. • We are dependent on key personnel. • Artificial intelligence-based platforms present new risks and challenges to our business. • Increases in or new royalties could adversely impact our business, financial condition and results of operations. • Our substantial indebtedness could have an adverse impact on us. • Capital requirements necessary to operate our business or consummate acquisitions could pose risks.

Our significant radio reach and audience engagement provided a powerful foundation from which we were able to build and grow our digital solutions, including websites, mobile applications, a social media presence, online radio streams, subscription digital marketing solutions, and a robust programmatic owned 1 and operated digital advertising platform.

Our significant radio reach and audience engagement provided a powerful foundation from which we were able to build and grow our digital solutions, including websites, mobile applications, a social media presence, online radio streams, subscription digital marketing solutions, and a robust owned and operated 1 digital programmatic advertising platform.

In addition to competitive compensation packages, we offer a variety of health and insurance benefits, including: • Employer sponsored health insurance; • Company provided life insurance; • Pet insurance; • Paid sick, holidays and vacation; • Volunteer time off; • 401(k) plan, with matching reinstated in 2022; • Non-qualified employee stock purchase plan (launched January 1, 2022); 8 • Employee Assistance Program; and • Employee discount program.

In addition to competitive compensation packages, we offer a variety of health and insurance benefits, including: • Employer sponsored health insurance; • Company provided life insurance; • Pet insurance; • Paid sick, holidays and vacation; • Volunteer time off; • 401(k) plan, with matching reinstated in 2022; • Non-qualified employee stock purchase plan (launched January 1, 2022); • Employee Assistance Program; and 8 • Employee discount program.

Race, background, age, gender, sexual orientation, religion, physical ability, perspective and life experience are all important elements of each and every one of our team members are. We embrace this diversity because we care about our team members and because these individual perspectives contribute a wealth of knowledge, talent and experience that ultimately benefit the company.

Race, background, age, gender, sexual orientation, religion, physical ability, perspective and life experience are all important elements of each and every one of our team members. We embrace this diversity because we care about our team members and because these individual perspectives contribute a wealth of knowledge, talent and experience that ultimately benefit the Company.

We do not believe that the loss of any one these individuals, excluding certain key members of our senior management, would have a material adverse effect on our financial condition or results of operations, taken as a whole.

We do not believe that the loss of any one of these individuals, excluding certain key members of our senior management, would have a material adverse effect on our financial condition or results of operations, taken as a whole.

For particularly egregious violations, the FCC may deny a radio station’s license renewal application, revoke a radio station’s license, or deny applications in which an applicant seeks to acquire additional broadcast properties. 9 License Renewal Radio broadcast licenses are generally renewed for terms of eight years. Licenses are renewed by filing an application with the FCC.

For particularly egregious violations, the FCC may deny a radio station’s license renewal application, revoke a radio station’s license, or deny applications in which an applicant seeks to acquire additional broadcast properties. License Renewal 9 Radio broadcast licenses are generally renewed for terms of eight years. Licenses are renewed by filing an application with the FCC.

Market Stations Abilene, TX 6 Albany-Schenectady-Troy, NY 5 Amarillo, TX 5 Atlantic City-Cape May, NJ 5 Augusta-Waterville, ME 4 Bangor, ME 5 Battle Creek, MI 2 Billings, MT 5 Binghamton, NY 5 Bismarck, ND 5 Boise, ID 6 Bozeman, MT 6 Buffalo-Niagara Falls, NY 4 Butte, MT 4 Casper, WY 6 Cedar Rapids, IA 3 Cheyenne, WY 3 10 Danbury, CT 3 Dubuque, IA (NR) 5 Duluth-Superior, MN, WI 5 El Paso, TX 3 Evansville, IN 5 Faribault/Owatonna, MN 4 Flint, MI 5 Ft.

Market Stations Abilene, TX 6 Albany-Schenectady-Troy, NY 5 Amarillo, TX 5 Atlantic City-Cape May, NJ 5 Augusta-Waterville, ME 3 Bangor, ME 5 Battle Creek, MI 2 Billings, MT 5 Binghamton, NY 4 Bismarck, ND 5 Boise, ID 6 Bozeman, MT 5 Buffalo-Niagara Falls, NY 4 Butte, MT 4 Casper, WY 6 Cedar Rapids, IA 3 Cheyenne, WY 3 Danbury, CT 2 10 Dubuque, IA (NR) 5 Duluth-Superior, MN, WI 5 El Paso, TX 3 Evansville, IN 5 Faribault/Owatonna, MN 4 Flint, MI 5 Ft.

Collins-Greeley, CO 4 Grand Junction, CO 5 Grand Rapids, MI 5 Great Falls, MT 5 Kalamazoo, MI 3 Killeen-Temple, TX 5 Lafayette, LA 6 Lake Charles, LA 6 Lansing-East Lansing, MI 6 Laramie, WY 2 Lawton, OK 3 Lubbock, TX 6 Lufkin-Nacogdoches, TX 5 Missoula, MT (NR) 7 Montrose, CO 3 Monmouth-Ocean, NJ 5 New Bedford-Fall River, MA 2 Odessa-Midland, TX 5 Oneonta, NY 11 Owensboro, KY 2 Pittsfield, MA 6 Portland, ME 4 Portsmouth-Dover-Rochester, NH 4 Poughkeepsie, NY 8 Presque Isle, ME 3 Quad Cities, IA-IL 5 Quincy, IL-Hannibal, MO 4 Richland-Kennewick-Pasco, WA 7 Rochester, MN 10 Rockford, IL 4 San Angelo, TX 5 Sedalia, MO 3 Shelby, MT 2 Shreveport, LA 6 11 Sierra Vista, AZ 3 Sioux Falls, SD 8 St.

Collins-Greeley, CO 4 Grand Junction, CO 5 Grand Rapids, MI 5 Great Falls, MT 5 Kalamazoo, MI 3 Killeen-Temple, TX 5 Lafayette, LA 6 Lake Charles, LA 5 Lansing-East Lansing, MI 6 Laramie, WY 2 Lawton, OK 3 Lubbock, TX 6 Lufkin-Nacogdoches, TX 5 Missoula, MT (NR) 7 Montrose, CO 3 Monmouth-Ocean, NJ 5 New Bedford-Fall River, MA 2 Odessa-Midland, TX 5 Oneonta, NY 10 Owensboro, KY 2 Pittsfield, MA 6 Portland, ME 4 Portsmouth-Dover-Rochester, NH 4 Poughkeepsie, NY 8 Presque Isle, ME 3 Quad Cities, IA-IL 5 Quincy, IL-Hannibal, MO 4 Richland-Kennewick-Pasco, WA 7 Rochester, MN 10 Rockford, IL 4 San Angelo, TX 5 Sedalia, MO 3 Shelby, MT 2 Shreveport, LA 6 Sierra Vista, AZ 3 11 Sioux Falls, SD 8 St.

George, UT 8 Texarkana, TX-AR 5 Trenton, NJ 4 Tuscaloosa, AL 6 Twin Falls-Sun Valley, ID 4 Tyler-Longview, TX 4 Utica/Rome, NY 5 Victoria, TX 3 Wenatchee, WA 8 Waterloo-Cedar Falls, IA 4 Wichita Falls, TX 4 Williston, ND 3 Yakima, WA 6 Regulatory Approvals The Communications Laws prohibit the assignment or transfer of control of a broadcast license without the prior approval of the FCC.

George, UT 8 Texarkana, TX-AR 4 Trenton, NJ 4 Tuscaloosa, AL 6 Twin Falls-Sun Valley, ID 4 Tyler-Longview, TX 4 Utica/Rome, NY 5 Victoria, TX 3 Wenatchee, WA 8 Waterloo-Cedar Falls, IA 4 Wichita Falls, TX 4 Williston, ND 3 Yakima, WA 6 Regulatory Approvals The Communications Laws prohibit the assignment or transfer of control of a broadcast license without the prior approval of the FCC.

We also face risks and uncertainties related to our industry and competition, including that: • Our future revenue and earnings growth may be significantly impacted by our digital lines of business, which are subject to significant competition and rapidly changing technology. • We may lose audience ratings, market share and advertising revenue to competing radio stations or other types of media competitors. • Our success is also dependent upon audience engagement with our content, which is difficult to predict.

We face risks and uncertainties related to our industry and competition, including that: • Our future revenue and earnings growth may be significantly impacted by our digital lines of business, which are subject to significant competition and rapidly changing technology. • We may lose audience ratings, market share and advertising revenue to competing radio stations or other types of media competitors. • Our success is also dependent upon audience engagement with our content, which is difficult to predict.

We offer precision customer targeting solutions to local, regional and national advertisers through our proprietary digital programmatic advertising platform. Combining first and 3 third-party audience and geographic location data, we are able to hyper-target audiences for our advertisers, enabling them to reach a high percentage of their targeted online audience with the right message at the right time.

We offer precision customer targeting solutions to local, regional and national advertisers through our proprietary digital programmatic advertising platform. Combining first and third-party audience and geographic location data, we are able to hyper-target audiences for our advertisers, enabling them to reach a high percentage of their targeted online audience with the right message at the right time.

We mitigate the competitive pressures by focusing on markets outside the top 50 in the United States, where there are fewer and less well-capitalized digital marketing solutions providers and local media competitors. For example, in 50 of our 74 local markets, we do not compete against any of the five largest English language national radio competitors, as measured by revenue.

We mitigate the competitive pressures by focusing on markets outside the top 50 in the United States, where there are fewer and less well-capitalized digital marketing solutions providers and local media competitors. For example, in 49 of our 74 local markets, we do not compete against any of the five largest English language national radio competitors, as measured by revenue.

Over time, we believe we can capture a greater share of the digital advertising expenditure in our markets across all mediums and across industries, including but not limited to, digital, radio, print, outdoor, direct mail, and broadcast and cable television. Continue to Develop New Products That Foster Interaction with Our Audience Across Multiple Platforms and Increase Monetization Opportunities.

Over time, we believe we can capture a greater share of the digital advertising expenditure in our markets across all mediums and across industries, including but not limited to, digital, radio, print, outdoor, direct mail, and broadcast and cable television. Develop New Products That Foster Interaction with Our Audience Across Multiple Platforms and Increase Monetization Opportunities.

We also negotiate vendor contracts with key suppliers on a centralized basis, which further reduces costs. As a result, as we grow our revenue, a significant majority of each incremental dollar of revenue is converted into incremental earnings and cash flow. 6 Prudently Pursue Attractively-Valued Acquisition Opportunities. We have a successful track record of sourcing and integrating acquisitions.

We also negotiate vendor contracts with key suppliers on a centralized basis, which further reduces costs. As a result, as we grow our revenue, a significant majority of each incremental dollar of revenue is converted into incremental earnings and cash flow. Prudently Pursue Attractively-Valued Acquisition Opportunities. We have a successful track record of sourcing and integrating acquisitions.

We intend to continue to invest in marketing and promotions to support our brands and to actively participate in community events to increase our local market presence. Leverage Scalable Infrastructure and Continue to Improve Operating Efficiencies Across Our Company. Our various media products and marketing services offerings share common, largely fixed-cost operating infrastructure, resulting in significant economies of scale.

We intend to continue to invest in marketing and promotions to support our brands and to actively participate in community events to increase our local market presence. Leverage Scalable Infrastructure and Continue to Improve Operating Efficiencies Across Our Company. 6 Our various media products and marketing services offerings share common, largely fixed-cost operating infrastructure, resulting in significant economies of scale.

We are also subject to risks and uncertainties related to technology that may also affect our business, including that: • New technologies could block our digital ads, and new restrictions on third party cookies could harm our digital advertising business. • A security breach or a cyber-attack could adversely affect our business. • Our engagement of third-party service providers increases our exposure to security and data privacy risks.

We are subject to risks and uncertainties related to technology that may affect our business, including that: • New technologies could block our digital ads, and new restrictions on third-party cookies could harm our digital advertising business. • A security breach or a cyber-attack could adversely affect our business. • Our engagement of third-party service providers increases our exposure to security and data privacy risks.

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. 4 Other We report the remainder of our revenue in the Other category, and it includes revenue from our live events, which includes concerts, expositions, and other experiential events.

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. Other We report the remainder of our revenue in the Other category, and it includes revenue from our live events, which includes concerts, expositions, and other experiential events.

In addition, we benefit from certain tax attributes that generate tax deductions which have historically limited the amount of cash taxes we pay. Our Growth Strategy The principal features of our growth strategy are: Digital First - Invest in Our Digital Businesses to Drive Further Growth.

In addition, we benefit from certain tax attributes that generate tax deductions which have historically limited the amount of cash taxes we pay. Our Growth Strategy The principal features of our growth strategy are: 5 Digital First - Invest in Our Digital Businesses to Drive Further Growth.

Therefore, while radio will continue to be a component of our local offering, we do not expect it to be our primary growth driver. Our growth engine is and will be digital, and we now consider ourselves a “Digital First” local media company. Digital First.

Therefore, while radio will continue to be a component of our local offering, we do not expect it to be our primary growth driver. Our growth engine is and will be digital, and we consider ourselves a “Digital First” local media company. Digital First.

See “Local Marketing and Joint Sales Agreements.” The following interests generally are not attributable: 1. debt instruments, non-voting stock, and options and warrants for voting stock, partnership interests, or membership interests that have not yet been exercised; Non-voting equity and debt interests which, in the aggregate, constitute more than 33.0% of a radio station’s “enterprise value” (which consists of the total equity and debt capitalization) are considered attributable in certain circumstances; 2. limited partnership or limited liability company membership interests where (a) the limited partner or member is not “materially involved” in the media-related activities of the partnership or limited liability company, and (b) the limited partnership agreement or limited liability company agreement expressly “insulates” the limited partner or member from such material involvement by inclusion of provisions specified in FCC rules; and 3. holders of less than 5.0% of an entity’s voting stock.

See “Local Marketing and Joint Sales Agreements.” The following interests generally are not attributable: 1. debt instruments, non-voting stock, and options and warrants for voting stock, partnership interests, or membership interests that have not yet been exercised; non-voting equity and debt interests which, in the aggregate, constitute more than 33.0% of a radio station’s “enterprise value” (which consists of the total equity and debt capitalization) are considered attributable in certain circumstances; 2. limited partnership or limited liability company membership interests where (a) the limited partner or member is not “materially involved” in the media-related activities of the partnership or limited liability company, and (b) the limited partnership agreement or limited liability company agreement expressly “insulates” the limited partner or member from such material involvement by inclusion of provisions specified in FCC rules; and 3. holders of less than 5.0% of a corporation’s voting stock.

Since our Company’s founding in 2010, we have expanded our local radio station portfolio from 60 to 357 by completing more than 10 radio transactions. We successfully transformed traditional broadcast radio assets that began with almost 100% of revenue tied to broadcast into Digital First brands that now generate a significant and growing amount of digital revenue.

Since our Company’s founding in 2010, we have expanded our local radio station portfolio from 60 to 350 by completing more than 10 radio transactions. We successfully transformed traditional broadcast radio assets that began with almost 100% of revenue tied to broadcast into Digital First brands that now generate a significant and growing amount of digital revenue.

The challenge for the radio industry overall has been time spent listening to radio and, unlike the industry overall, Townsquare’s time spent listening to our radio stations has been stable.

The challenge for the radio industry overall has been time spent listening to radio and, unlike the industry overall, Townsquare’s time 4 spent listening to our radio stations has been stable.

These solutions primarily include: • Traditional and mobile-enabled website design, creation, and development as well as hosting services; • Search engine optimization services; • Online directory optimization services; • E-commerce solutions; • Online reputation monitoring; • Social media management; • Appointment scheduling services; • Payment and invoice services; • Customer management services; • Email marketing services; and • Website retargeting.

We intend to continue providing audiences with this differentiated local content and enjoy the advantages it provides us with our audience and our advertisers. Continue to Build Our Premium Portfolio of Brands Superserving Our Communities. Our branding strategy is fundamental to growing our audience and revenue.

We intend to continue providing audiences with this differentiated local content and enjoy the advantages it provides us with our audience and our advertisers. Support Our Premium Portfolio of Brands Superserving Our Communities. Our branding strategy is fundamental to growing our audience and revenue.

Despite the growth of alternative media choices, terrestrial radio has experienced negligible audience fragmentation over the past 50 years and remains a significant component of daily media exposure. According to Nielsen, terrestrial radio broadcasts reached approximately 85% of American adults ages 18+ each week as of December 2022, a level that has remained largely consistent since 1970.

Despite the growth of alternative media choices, terrestrial radio has experienced negligible audience fragmentation over the past 50 years and remains a significant component of daily media exposure. According to Nielsen, terrestrial radio broadcasts reached approximately 84% of American adults ages 18+ each week as of December 2023, a level that has remained largely consistent since 1970.

Overall In the year ended December 31, 2022, we generated approximately 83% of our net revenue from a broad array of local and regional advertisers in a number of industries, including automotive dealers, banking and mortgage service providers, furniture and home furnishings retailers, food and beverage service providers, healthcare service providers and media and telecommunications service providers.

Overall In the year ended December 31, 2023, we generated approximately 84% of our net revenue from a broad array of local and regional advertisers in a number of industries, including automotive dealers, banking and mortgage service providers, furniture and home furnishings retailers, food and beverage service providers, healthcare service providers and media and telecommunications service providers.

As of December 31, 2022, we owned and operated 357 radio stations in 74 local markets, importantly all outside the top 50 markets across the United States. Our radio assets are geographically diversified, which helps to mitigate potential regional economic volatility and inclement weather events.

As of December 31, 2023, we owned and operated 352 radio stations in 74 local markets, importantly all outside the top 50 markets across the United States. Our radio assets are geographically diversified, which helps to mitigate potential regional economic volatility and inclement weather events.

Our radio stations, local websites, and mobile apps also routinely support charity and community events through on-air and digital promotions to bolster fundraising activities and emergency relief efforts. As of December 31, 2022, we employed 2,442 full and part-time employees.

We have our own organically developed, in-house demand-side buying platform that is integrated with more than 10 digital advertising buying platforms with access to all major advertising exchanges and mobile apps, providing access to more than 250 billion impressions per day. This extensive access places us among the largest of the established in-house media trading desks.

We have our own organically developed, in-house demand-side trading desk that is integrated with more than 15 digital advertising buying platforms with access to all major advertising exchanges, mobile apps, and social media platforms, providing access to more than 250 billion impressions per day. This extensive access places us among the largest of the established in-house media trading desks.

Our assets include a subscription digital marketing services business (“Townsquare Interactive”), providing website design, creation and hosting, search engine optimization, social platforms and online reputation management for approximately 30,650 small to medium sized businesses; a robust digital advertising division (“Townsquare Ignite,” or “Ignite”), a powerful combination of (a) an owned and operated portfolio of more than 400 local news and entertainment websites and mobile apps along with a network of leading national music and entertainment brands, collecting valuable first party data and (b) a proprietary digital programmatic advertising technology stack with an in-house demand and data management platform; and a portfolio of 357 local terrestrial radio stations in 74 U.S. markets strategically situated outside the Top 50 markets in the United States.

Our assets include a subscription digital marketing services business (“Townsquare Interactive”), providing website design, creation and hosting, search engine optimization, social platforms and online reputation management as well as other monthly digital services for approximately 24,000 small to medium sized businesses; a robust digital advertising division (“Townsquare Ignite,” or “Ignite”), a powerful combination of (a) an owned and operated portfolio of more than 400 local news and entertainment websites and mobile apps along with a network of leading national music and entertainment brands, collecting valuable first party data and (b) a proprietary digital programmatic advertising technology stack with an in-house demand and data management platform; and a portfolio of 350 local terrestrial radio stations in 74 U.S. markets strategically situated outside the Top 50 markets in the United States.

No single customer accounted for more than approximately 1% of revenue in any of the years ended December 31, 2022 and 2021. For the year ended December 31, 2022, no advertising category, market, or state represented more than 20% of revenue.

No single customer accounted for more than 1% of revenue in any of the years ended December 31, 2023 and 2022. For the year ended December 31, 2023, no advertising category, market, or state represented more than 20% of revenue.

We target SMBs outside the top 50 markets in the U.S., outside and within our 74 local media market footprint. As of December 31, 2022, approximately 61% of our total subscriber base was located in markets outside of our local media footprint.

We target SMBs outside the top 50 markets in the U.S., outside and within our 74 local media market footprint. As of December 31, 2023, approximately 58% of our total subscriber base was located in markets outside of our local media footprint.

Our Townsquare Interactive sales team of approximately 200 sellers target private, independently owned SMBs outside of the top 50 markets, with less than 20 employees and less than $5 million of annual revenue.

Our Townsquare Interactive sales team of more than 150 sellers target private, independently owned SMBs outside of the top 50 markets, with less than 20 employees and less than $5 million of annual revenue.

Our business enjoys strong cash flow generation owing to the relatively limited capital needs of our operations. During the year ended December 31, 2022, we recorded $15.8 million of capital expenditures, which represented 3.4% of net revenue during the same period.

Our business enjoys strong cash flow generation owing to the relatively limited capital needs of our operations. During the year ended December 31, 2023, we recorded $15.0 million of capital expenditures, which represented 3.3% of net revenue during the same period.

Digital Advertising Our Digital Advertising segment, marketed externally as Townsquare Ignite, is a combination of our owned and operated digital properties, our proprietary digital programmatic advertising platform, and an in-house demand and data management platform collecting valuable first party data. We generated Digital Advertising revenue of $140.4 million in 2022 and $116.9 million in 2021. • Owned and Operated Platform.

Digital Advertising Our Digital Advertising segment, marketed externally as Townsquare Ignite, is a combination of our owned and operated digital properties, our proprietary digital programmatic advertising platform, and an in-house demand and data management platform collecting valuable first party data. We generated Digital Advertising revenue of $150.3 million in 2023 and $140.4 million in 2022. • Owned and Operated Platform.

Our live events also generate revenue through the sale of sponsorships, food and other concessions, merchandise and other ancillary products and services. Our Other category revenue was $8.4 million in 2022 and $3.8 million in 2021.

The content management system that powers our content platforms was built in-house by our product and technology team. In addition, we have more than 42 million social media followers and our YouTube platform has generated over 4.0 billion lifetime views. • Digital Programmatic Advertising Platform.

The content management system that powers our content platforms was built in-house by our product and technology team. In addition, we have 44 million social media followers and our YouTube platform has generated 4.3 billion lifetime views. • Digital Programmatic Advertising Platform.

As of December 31, 2022, Townsquare Interactive had approximately 30,650 subscribers, 61% of which are located outside our local radio footprint. A subscriber is defined as a customer that has the right to receive subscription digital marketing services. Subscribers include customers in promotional periods.

As of December 31, 2023, Townsquare Interactive had approximately 24,000 subscribers, 58% of which are located outside our local radio footprint. A subscriber is defined as a customer that has the right to receive subscription digital marketing services. Subscribers include customers in promotional periods.

We believe our Townsquare Interactive offerings represent an attractive value and provide strong return on investment for our SMB clients as compared to the competition, such as self-serve platforms or others that charge a significant upfront fee in addition to hourly customer service rates. Our pricing is transparent and fixed on a monthly basis, providing for unlimited customer service.

We believe the Business Management Platform represents an attractive value and provides a strong return on investment for our SMB clients as compared to the competition, such as self-serve platforms or others that charge a significant upfront fee in addition to hourly customer service rates. Our pricing is transparent and fixed on a monthly basis, providing for unlimited customer service.

We connect local, regional and national advertisers to an audience of more than 70 million unique visitors on average per month in 2022, across our portfolio of over 400 local websites (many of which are companion websites to our local radio stations), 10 leading national music and entertainment websites and over 390 mobile apps.

We connect local, regional and national advertisers to an audience of approximately 75 million unique visitors on average per month in 2023, across our portfolio of over 400 local 3 websites (many of which are companion websites to our local radio stations), 10 leading national music and entertainment websites and over 400 mobile apps.

Through a series of acquisitions, we built our radio platform to 357 radio stations across 74 local markets. Since 2010, we have leveraged our radio platform to penetrate these local markets and organically build a full and comprehensive suite of digital advertising and marketing solutions that meet our customers’ needs to grow their business.

Since 2010, we have leveraged our radio platform to penetrate these local markets and organically build a full and comprehensive suite of digital advertising and marketing solutions that meet our customers’ needs to grow their business.

In 2022, we set new company records reaching more than 70 million unique visitors per month, on average, across our digital platform, 11 million listeners on a weekly basis across our radio platform, and 42 million social media followers across our local and national media brands.

In 2023, we set new company records reaching 75 million unique visitors per month, on average, across our digital platform, 11 million listeners on a weekly basis across our radio platform, and 44 million social media followers across our local and national media brands.

However, according to S&P Global Market Intelligence, radio advertising was approximately 5% of all advertising dollars spent in the United States in 2022, while digital advertising solutions contributed approximately 65%. According to S&P Global Market Intelligence, it is estimated that digital advertising will grow to represent over 70% of all advertising spend in 2025.

However, according to S&P Global Market Intelligence, radio advertising was approximately 5% of all advertising dollars spent in the United States in 2023, while digital advertising solutions contributed approximately 69%. According to S&P Global Market Intelligence, it is estimated that digital advertising will grow to represent approximately 77% of all advertising spend in 2028.

Broadcast Advertising Our primary source of Broadcast Advertising net revenue is the sale of advertising on our local radio stations to local, regional and national spot advertisers, and national network advertisers. Our Broadcast Advertising segment revenue was $223.8 million in 2022 and $215.5 million in 2021.

Additionally, we are subject to risks related to our acquisition strategy, such as: 16 • Due to various market and financial conditions, we may not be able to successfully complete future acquisitions or future dispositions of our radio stations, or achieve the related benefits we anticipate.

We are subject to risks related to our acquisition strategy, such as: • Due to various market and financial conditions, we may not be able to successfully complete future acquisitions or future dispositions of our radio stations, or achieve the related benefits we anticipate. 16 We are subject to risks related to our financial reporting and accounting and the risks posed by potential future asset impairment of our FCC licenses and/or goodwill.

Transactions are subject to the HSR Act only if the acquisition price or fair market value of the radio stations to be acquired is above $111.4 million, effective February 27, 2023. Our acquisitions have not met this threshold.

Transactions are subject to the HSR Act only if the acquisition price or fair market value of the radio stations to be acquired is above $119.5 million, effective March 6, 2024. Our acquisitions have not met this threshold.

In addition, the small and mid-sized markets we operate in are generally supported by stable, locally significant institutions such as universities, military bases, state capitals, regional medical centers and retail hubs. We believe these stabilizing institutions further reduce the volatility of advertising spending in our markets.

The following table sets forth, as of March 7, 2023, the number of our owned and operated radio stations by market, excluding booster stations, FM translator stations, and stations operated under Time Brokerage Agreements (“TBAs”).

The following table sets forth, as of March 12, 2024, the number of our owned and operated radio stations by market, excluding booster stations, FM translator stations, and stations operated under Local Marketing Agreements (“LMAs”) (also known as Time Brokerage Agreements or “TBAs”).

We plan to continue to invest in the personnel supporting our digital growth, including our digital product technology, sales, content, and support teams, specifically in our Townsquare Interactive and Townsquare Ignite businesses.

We plan to continue to invest in the platforms and personnel supporting our digital growth, including our digital product technology, sales, content, and support teams, specifically in our Townsquare Interactive and Townsquare Ignite businesses. We have continually invested in our digital platform and team, including during the COVID-19 pandemic.

In addition, we invest a significant amount of resources in training our employees so that they are fully equipped to execute our Digital First strategy and grow market share. 7 Seasonality Our revenue varies throughout the year.

We have built a team of in-house recruiters that is crucial to our ability to identify and recruit highly skilled employees to our Company. In addition, we invest a significant amount of resources in training our employees so that they are fully equipped to execute our Digital First strategy and grow market share. Seasonality Our revenue varies throughout the year.

The FCC will entertain individual complaints concerning a broadcast licensee’s failure to abide by the EEO rules and also conducts random audits on broadcast licensees’ compliance with EEO rules. We have been the subject of several EEO audits. To date, none of those audits has disclosed any major violation that would have a material adverse effect on our operations.

In 2022, we opened a second location for Townsquare Interactive in Phoenix, AZ to further support growth in that subscription business by accessing a new geographic talent pool and better aligning our subscribers with support personnel in a similar time zone. 5 Given our local content contributors on-air and online generate digital content and digital revenue, we also plan to continue to invest in the hiring of local content contributors.

The local media industry is an important medium for advertisers to reach local consumers and for consumers to engage with relevant local content and events. According to S&P Global Market Intelligence, local advertising spending across all U.S. major media categories was forecasted to be $106.0 billion in 2022.

The local media industry is an important medium for advertisers to reach local consumers and for consumers to engage with relevant local content and events. According to BIA, local advertising spending across all U.S. major media categories was forecasted to be $162 billion in 2023. In 2024, BIA forecasts U.S. local advertising spending to increase 8.6% to over $175 billion.

The Broadcast Advertising segment includes our local, regional and national advertising products and solutions delivered via terrestrial radio broadcast, and other miscellaneous revenue that is associated with our broadcast advertising platform. The Other category includes our owned and operated live events.

The Digital Advertising segment, which we market externally as Townsquare Ignite, includes digital advertising on our owned and operated digital properties and our digital programmatic advertising platform. The Broadcast Advertising segment includes our local, regional and national advertising products and solutions delivered via terrestrial radio broadcast, and other miscellaneous revenue that is associated with our broadcast advertising platform.

As of March 7, 2023, we own 83 radio stations formatted with Country content, 77 formatted with News/Talk/Sports content and 64 formatted with Rock content, representing approximately 23%, 22%, and 18% of our radio stations, respectively.

As of March 12, 2024, we own 80 radio stations formatted with Country content, 72 formatted with News/Talk/Sports content and 62 formatted with Rock content, representing approximately 23%, 21%, and 18% of our radio stations, respectively.

If an interest is attributable, 12 the FCC treats the person or entity who holds that interest as an “owner” of the radio station in question, and that interest thus counts against the person in determining compliance with the FCC’s ownership rules.

If an interest is attributable, the FCC treats the person or entity who holds that interest as an “owner” of the radio station in question, and that interest thus counts against the person in determining compliance with the FCC’s ownership rules. 12 With respect to a partnership (or limited liability company), only the interest of a general partner (or managing member) is attributable if the entity’s organizational documents include certain terms.

Our operating results in any period may be affected by the incurrence of advertising and promotion expenses that typically do not have an effect on net revenue generation until future periods, if at all. Macroeconomic Indicators The U.S. economy and financial markets may continue to experience volatility due to the lingering effects of the COVID-19 pandemic.

Our operating results in any period may be affected by the incurrence of advertising and promotion expenses that typically do not have an effect on net revenue generation until future periods, if at all. Macroeconomic Indicators Current economic challenges, including high and sustained inflation and interest rates have caused and could continue to cause economic uncertainty and volatility.

In that proceeding, the Bureau sought comment on a number of matters, including the local radio ownership rule, the local television ownership rule, and the dual network rule, and several diversity proposals.

In December 2018, the FCC initiated its 2018 review of the broadcast ownership rules (“2018 Notice”). The 2018 Notice sought comment on a number of matters, including the local radio ownership rule, the local television ownership rule, and the dual network rule, and several diversity proposals.

Our Digital revenue, comprised of our Subscription Digital Marketing Solutions segment and our Digital Advertising segment, was $230.8 million in 2022 and $198.7 million in 2021, comprising 50% and 48% of our total net revenue, respectively.

The Other category includes our owned and operated live events. Our Digital revenue, comprised of our Subscription Digital Marketing Solutions segment and our Digital Advertising segment, was $232.5 million in 2023 and $230.8 million in 2022, comprising 51% and 50% of our total net revenue, respectively.

On December 22, 2022, the FCC’s Media Bureau issued a Public Notice (“Notice”) announcing its 2022 proceeding to review the broadcast ownership rules. The Notice does not propose any new rules or the elimination of any existing rules. It asks commenters whether the current rules need to be changed and to provide empirical evidence supporting such proposals.

The 2022 Notice did not propose any new rules or the elimination of any existing rules. It asked commenters whether the current rules need to be changed and to provide empirical evidence supporting such proposals.

The comment period in that proceeding closed in August 2021. 13 Content and Operation The Communications Act requires broadcasters to serve the “public interest.” To satisfy that obligation, broadcasters are required by the Communications Laws to present content that is responsive to community problems, needs and interests and to maintain certain records demonstrating such responsiveness.

In the Report and Order, the FCC concluded that it would retain the majority of existing media ownership rules, making substantive changes only to the local television ownership rule. 13 Content and Operation The Communications Act requires broadcasters to serve the “public interest.” To satisfy that obligation, broadcasters are required by the Communications Laws to present content that is responsive to community problems, needs and interests and to maintain certain records demonstrating such responsiveness.

Some features which differentiates our offerings include: • Unlimited changes and edits to website before and after launch; • Responsive web design that works on every screen size (desktop and mobile); • Custom content written for the specific business, industry and location; and • Optimized keywords to improve rankings in Google and other search results.

Some features which differentiate our offerings include: • Unlimited changes and edits to website before and after launch; • An advanced lead capture system which enhances online conversion; • Responsive web design that works on every screen size (desktop and mobile); • Custom content written for the specific business, industry and location; and • Optimized keywords to improve rankings in Google and other search results. • Monthly reporting and analytics which consolidates all relevant platform activity into one place; and • A customer relationship management (“CRM”) system with integrated client communications which stores and organizes relevant customer data.

In April 2021, the U.S. Supreme Court upheld the FCC’s 2017 decision to eliminate certain media ownership restrictions, including the ban on common ownership of newspapers and radio stations within the same market and the radio/television cross-ownership rule. On June 4, 2021, the FCC’s Media Bureau adopted an Order implementing these rule changes, which became effective June 30, 2021.

At the time, litigation was still pending concerning the FCC’s 2017 decision that concluded the FCC’s 2010 and 2014 ownership proceedings. In April 2021, the U.S. Supreme Court upheld the FCC’s 2017 decision to eliminate certain media ownership restrictions, including the ban on common ownership of newspapers and radio stations within the same market and the radio/television cross-ownership rule.

The Notice also asks for information regarding the media marketplace, including ongoing trends or developments, and how the rules impact minority and female ownership of broadcast stations. The FCC’s 2018 proceeding remains pending.

The 2022 Notice also asked for information regarding the media marketplace, including ongoing trends or developments, and how the rules impact minority and female ownership of broadcast stations. The comment period closed in October 2021, and the 2022 proceeding remains open. In December 2023, the FCC adopted a Report and Order resolving its 2018 proceeding.

Another significant mitigant to the competitive pressures we face in our markets is our talented local leadership who have strong local roots, connection to our communities and multi-platform sales and content skills. We have built a team of in-house recruiters that is crucial to our ability to identify and recruit highly skilled employees to our Company.

We believe these stabilizing institutions further reduce the volatility of advertising spending in our markets. 7 Another significant mitigant to the competitive pressures we face in our markets is our talented local leadership who have strong local roots, connection to our communities and multi-platform sales and content skills.

Our longstanding local client relationships, combined with our best-in-class digital product suite and skilled salesforce, have enabled us to create meaningful digital businesses and fully embrace a Digital First strategy. Our Segments The Company has identified three segments, which are Subscription Digital Marketing Solutions, Digital Advertising, Broadcast Advertising, and the remainder of our business is reported in an Other category.

Since 2017, U.S. local advertising has increased at a 5.4% compound annual growth rate and is projected to grow at a 6.0% compound annual growth rate through 2026. Our Transformation Townsquare was founded in 2010 with 60 radio stations in 13 markets with a vision of becoming the number one local media company in each of our markets.

Our Transformation Townsquare was founded in 2010 with 60 radio stations in 13 markets with a vision of becoming the number one local media company in each of our markets. Through a series of acquisitions, we built our radio platform to 350 radio stations across 74 local markets.

Current economic challenges, including the lingering effects of the COVID-19 pandemic, high and sustained inflation, rising interest rates, and supply chain disruptions have caused and could continue to cause economic uncertainty and volatility. These factors could result in advertising cancellations, declines in the purchase of new advertising by our clients and increases to our operating expenses.

These factors could result in advertising and subscription digital marketing solutions cancellations, declines in the purchase of new advertising by our clients, declines in the addition of new digital marketing solutions subscribers, and increases to our operating expenses.

Our Subscription Digital Marketing Solutions segment generated net revenue of $90.4 million in 2022 and $81.8 million in 2021. 2 We offer a variety of digital marketing solutions, which enables SMBs to choose the optimal features for their specific business.

Our Subscription Digital Marketing Solutions segment generated net revenue of $82.2 million in 2023 and $90.4 million in 2022. 2 Townsquare Interactive is the creator of the Townsquare Business Management Platform, an all-in-one SAAS solution that provides a suite of digital solutions which assists SMBs in identifying, converting, and communicating with clients.

The Subscription Digital Marketing Solutions segment includes our subscription digital marketing solutions business, Townsquare Interactive. The Digital Advertising segment, which we market externally as Townsquare Ignite, includes digital advertising on our owned and operated digital properties and our digital programmatic advertising platform.

Our Segments The Company has identified three segments, which are Subscription Digital Marketing Solutions, Digital Advertising, Broadcast Advertising, and the remainder of our business is reported in an Other category. The Subscription Digital Marketing Solutions segment includes our subscription digital marketing solutions business, Townsquare Interactive.

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We have continually grown our digital team, including during the COVID-19 pandemic, which has allowed us to grow the number of subscribers and advertising clients we support on our digital platforms.

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The platform enables SMBs to choose the optimal features for their specific business.

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Deepen Relationships with Advertisers to Increase Share of Advertising Spend.

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This platform can serve as an all-in-one solution, managing the entirety of an SMB’s growth strategy, or can operate alongside pre-existing business tools.

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The effects of the COVID-19 pandemic began to impact our operations in early March 2020, and included significant advertising cancellations and material declines in the purchase of new advertising by our clients, impairments to the carrying values of our FCC licenses and the cancellation of live events. As local public health conditions improved, our advertising revenue also improved.

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Given our local content contributors on-air and online generate digital content and digital revenue, we also plan to continue to invest in the hiring of local content contributors. Deepen Relationships with Advertisers to Increase Share of Advertising Spend.

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With respect to a partnership (or limited liability company), only the interest of a general partner (or managing member) is attributable if the entity’s organizational documents include certain terms.

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On June 4, 2021, the FCC’s Media Bureau adopted an Order implementing these rule changes, which became effective June 30, 2021. While the 2018 proceeding remained pending, on December 22, 2022, the FCC’s Media Bureau issued a Public Notice (“2022 Notice”) announcing its 2022 broadcast ownership proceeding.

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We are also subject to risks related to our financial reporting and accounting and the risks posed by potential future asset impairment of our FCC licenses and/or goodwill.

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To date, we have not received notice from the FCC with regard to those audits of any violation that would result in FCC action that could have a material adverse effect on our operations.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

46 edited+14 added−10 removed173 unchanged

2022 filing

2023 filing

Biggest changeOnline traffic is also driven by internet search results, including search results provided by Google, the primary search engine directing traffic to our websites. Search engines frequently update and change the methods for directing search queries to websites or change methodologies or metrics for valuing the quality and performance of internet traffic on delivering cost-per-click advertisements.

Biggest changeSearch engines and social platforms frequently update and change the methods and algorithms for directing traffic to websites, or change methodologies or metrics for valuing the quality and performance of internet traffic on delivering cost-per-click advertisements. Any such changes could decrease the amount of revenue that we generate from online advertisements.

Our acquisition strategy involves numerous other risks, including risks associated with: • identifying acquisition candidates, competing for such acquisitions and negotiating definitive purchase agreements on satisfactory terms, and the related costs of these activities; • integrating operations, systems, and other internal controls, and managing a large and geographically diverse group of assets; • unsatisfactory returns on investment or an inability to achieve anticipated synergies on a timely basis or at all; 25 • diverting our management’s attention from other business concerns; • entry into new markets and geographic areas where we have limited or no experience; • retaining key employees, customers, suppliers or other third-party relationships of the acquired businesses; • assumption of known and unknown liabilities, some of which may be difficult or impossible to quantify; • non-cash impairment charges or other accounting charges relating to the acquired assets; • tax costs or inefficiencies; and • a diminishing number of properties available for sale in appropriately sized and located markets.

Our acquisition strategy involves numerous other risks, including risks associated with: • identifying acquisition candidates, competing for such acquisitions and negotiating definitive purchase agreements on satisfactory terms, and the related costs of these activities; 25 • integrating operations, systems, and other internal controls, and managing a large and geographically diverse group of assets; • unsatisfactory returns on investment or an inability to achieve anticipated synergies on a timely basis or at all; • diverting our management’s attention from other business concerns; • entry into new markets and geographic areas where we have limited or no experience; • retaining key employees, customers, suppliers or other third-party relationships of the acquired businesses; • assumption of known and unknown liabilities, some of which may be difficult or impossible to quantify; • non-cash impairment charges or other accounting charges relating to the acquired assets; • tax costs or inefficiencies; and • a diminishing number of properties available for sale in appropriately sized and located markets.

On rare occasions, the FCC has revoked licenses, not renewed them, or renewed them with significant qualifications, including renewals for less than a full term of eight years. In the last renewal cycle, the FCC granted all of the license renewal applications that were filed for our radio stations, all for full eight-year terms.

For example, it could: • increase our vulnerability to adverse changes in general economic, industry and competitive conditions; • require us to dedicate a substantial portion of our cash flow from operations to make payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes; • limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; • restrict us from taking advantage of opportunities to grow our business; • make it more difficult to satisfy our financial obligations; • place us at a competitive disadvantage compared to our competitors that have less debt obligations; and • limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions, debt service requirements, the execution of our own business strategy or other general corporate purposes on satisfactory terms or at all.

For example, it could: • increase our vulnerability to adverse changes in general economic, industry and competitive conditions; • require us to dedicate a substantial portion of our cash flow from operations to make payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes; • limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; • restrict us from taking advantage of opportunities to grow our business; • make it more difficult to satisfy our financial obligations; • place us at a competitive disadvantage compared to our competitors that have less debt obligations; and 22 • limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions, debt service requirements, the execution of our own business strategy or other general corporate purposes on satisfactory terms or at all.

In addition, our live events business typically plans and makes certain commitments to future events up to 18 months in advance of the event, and often agrees to pay an artist or other service providers or venues a fixed guaranteed deposit prior to our receiving any revenue as is standard in the live events 24 industry.

Our certificate of incorporation and bylaws contain provisions that may delay, discourage or prevent a merger or acquisition that a stockholder may consider favorable. As a result, stockholders may be limited in their ability to obtain a premium for their shares. Item 1B. Unresolved Staff Comments Not applicable. 34

The next license renewal cycle begins in 2027. We cannot be certain that our pending or future license renewal applications will be approved, or that the renewals will not include conditions or qualifications that could adversely affect our business, financial condition and results of operations, result in material impairment or adversely affect our liquidity and financial condition.

The next license renewal cycle begins in 2027. We cannot be certain that our future license renewal applications will be approved, or that the renewals will not include conditions or qualifications that could adversely affect our business, financial condition and results of operations, result in material impairment or adversely affect our liquidity and financial condition.

Faced with a multitude of media choices and a dramatic increase in accessible information, consumers may place greater value on when, where, how and at what price they consume digital content than they do on the source or reliability of 19 such content.

The proposed legislation would add additional royalties to be paid, likely to Sound Exchange, for the benefit of record labels (or other sound recording copyright holders) and artists. If adopted, this would increase the cost of music.

In addition, the agreements evidencing or governing our current indebtedness do contain, and the agreements evidencing or governing our future indebtedness may contain, restrictive covenants that will limit our ability to engage in 22 activities that may be in our long-term best interest.

In addition, the agreements evidencing or governing our current indebtedness do contain, and the agreements evidencing or governing our future indebtedness may contain, restrictive covenants that will limit our ability to engage in activities that may be in our long-term best interest.

It is currently unknown what proposed legislation, if any, will become law, however such additional royalty could have an adverse effect on our business, financial condition and results of operations. The DOJ, from time to time, considers whether to reform or terminate the long-standing antitrust consent decrees that govern music licensing by ASCAP and BMI.

It is currently unknown what proposed legislation, if any, will become law, however, such additional royalties could have an adverse effect on our business, financial condition and results of operations. The DOJ, from time to time, considers whether to reform or terminate the long-standing antitrust consent decrees that govern music licensing by ASCAP and BMI.

These third-party contracts and services include, but are not limited to, electrical power, satellite downlinks, telecom circuits and internet connectivity. Distribution may be disrupted due to one or more third parties losing their ability to provide particular services to us, which could adversely affect our distribution capabilities.

These third-party contracts and services include, but are not limited to, electrical power, satellite uplinks, telecom circuits and internet connectivity. Distribution may be disrupted due to one or more third parties losing their ability to provide particular services to us, which could adversely affect our distribution capabilities.

Royalty rates are subject to adjustment and it is possible that our royalty rates associated with obtaining rights to use musical compositions and 21 sound recordings in our programming content could increase as a result of private negotiations, regulatory rate-setting processes, or administrative and court decisions.

Royalty rates are subject to adjustment and it is possible that our royalty rates associated with obtaining rights to use compositions and sound recordings in our programming content could increase as a result of private negotiations, regulatory rate-setting processes, or administrative and court decisions.

Fines for such violations can be substantial as they are dependent on the number of times a particular advertisement is broadcast. We cannot predict whether Congress will consider or adopt further legislation in this area.

Fines for such violations can be substantial as they are dependent on the number of times a particular advertisement or other material is broadcast. We cannot predict whether Congress will consider or adopt further legislation in this area.

Approximately 1.6% and 0.8% of our net revenue for the years ended December 31, 2022 and 2021, respectively, consisted of political advertising revenue. Political advertising revenue from elections, which is generally greater in even-numbered years and especially the years in which the U.S. President is elected, has the potential to create fluctuations in our operating results on a year-to-year basis.

Approximately 0.6% and 1.6% of our net revenue for the years ended December 31, 2023 and 2022, respectively, consisted of political advertising revenue. Political advertising revenue from elections, which is generally greater in even-numbered years and especially the years in which the U.S. President is elected, has the potential to create fluctuations in our operating results on a year-to-year basis.

We will begin to pay quarterly cash dividends in 2023, although any future cash dividends will be at the discretion of our board of directors and other factors. You may not receive any return on investment unless you are able to sell your Class A common stock for a price greater than your purchase price.

We began paying quarterly cash dividends in 2023, although any future cash dividends will be at the discretion of our board of directors and other factors. You may not receive any return on investment unless you are able to sell your Class A common stock for a price greater than your purchase price.

The popularity of news aggregation websites and customized news feeds (often free to users) may reduce our traffic levels by creating a disincentive for the audience to visit our websites or use our mobile applications.

The popularity of news aggregation websites, customized news feeds (often free to users), and AI driven content, may reduce our traffic levels by creating a disincentive for the audience to visit our websites or use our mobile applications.

For example, we had political advertising revenue of $7.5 million and $3.5 million, during 2022 and 2021, respectively. In addition, political advertising revenue is dependent on the level of political ad spend and competitiveness of local, state and national elections within each local market. If we are unable to retain our digital audience, our business may be adversely affected.

For example, we had political advertising revenue of $2.9 million and $7.5 million, during 2023 and 2022, respectively. In addition, political advertising revenue is dependent on the level of political ad spend and competitiveness of local, state and national elections within each local market. If we are unable to retain our digital audience, our business may be adversely affected.

We are required to obtain prior federal approval for each station acquisition, which approvals may be subject to our compliance with certain conditions, possibly including asset divestitures, which may be material. Acquisitions have been and may continue to be, a critical component of our overall strategy.

Furthermore, until we fix issues that arise or third-party services resume when applicable, the inability to originate or distribute content could have a material adverse effect on our business, financial condition and results of operations. We are dependent on key personnel.

The leadership, skills and experience of our senior management team are critical to our operations, and the loss of one or more members of our senior management team could have a material adverse effect on our business, financial condition and results of operations, including impairing our ability to execute and evolve our business strategy.

We are dependent on key personnel. 20 The leadership, skills and experience of our senior management team are critical to our operations, and the loss of one or more members of our senior management team could have a material adverse effect on our business, financial condition and results of operations, including impairing our ability to execute and evolve our business strategy.

As of December 31, 2022, our FCC licenses and goodwill comprised approximately 33.9% and 21.7% of our consolidated total assets, respectively. The valuation of intangible assets is subjective and based on estimates rather than precise calculations. If actual future results are not consistent with the assumptions and estimates used, we may be exposed to impairment charges in the future.

As of December 31, 2023, our FCC licenses and goodwill comprised approximately 27.8% and 24.1% of our consolidated total assets, respectively. The valuation of intangible assets is subjective and based on estimates rather than precise calculations. If actual future results are not consistent with the assumptions and estimates used, we may be exposed to impairment charges in the future.

As of December 31, 2022, we had $524.4 million of outstanding indebtedness, net of deferred financing costs of $6.3 million, with annual cash interest expense requirements of approximately $36.1 million. Our substantial level of indebtedness increases the risk that we may be unable to generate cash sufficient to pay amounts due in respect of our indebtedness.

As of December 31, 2023, we had $499.7 million of outstanding indebtedness, net of deferred financing costs of $4.0 million, with annual cash interest expense requirements of approximately $34.6 million. Our substantial level of indebtedness increases the risk that we may be unable to generate cash sufficient to pay amounts due in respect of our indebtedness.

Most of our revenue from our digital businesses are derived from fees paid to us by advertisers in connection with the display of ads on web pages for our users. As a result, such technologies and tools could adversely affect our operating results. In order to effectively target digital advertising campaigns, we use a combination of first and third-party data.

Most of our revenue from our digital advertising businesses are derived from fees paid to us by advertisers in connection with the display of ads on web pages for our users. As a result, such technologies and tools could adversely affect our operating results.

Periods of economic slowdown and uncertainty, recession or recessionary indicators, increases in unemployment rates and interest rates, prolonged supply chain disruptions or labor shortages, a significant increase in inflation rates, or a reduction in consumer confidence in the U.S. economy may have a material adverse impact on our business, financial condition and results of operations, as advertisers generally reduce their spending during such periods.

Periods of economic slowdown and uncertainty, recession or recessionary indicators, increases in unemployment rates, interest rates and inflation rates, prolonged supply chain disruptions or labor shortages, market volatility, or a reduction in consumer confidence in the U.S. economy may have a material adverse impact on our business, financial condition and results of operations.

A security breach could occur both from external sources, including malicious attacks and third-party service provider vulnerabilities, as well as internal sources, such as employee error, failures in our security measures or vulnerabilities in our networks or code base.

A security breach or cyber-attack of our computer systems could interrupt or damage our operations or harm our reputation. A security breach could occur both from external sources, including malicious attacks and third-party service provider vulnerabilities, as well as internal sources, such as employee error, failures in our security measures or vulnerabilities in our networks or code base.

Because of the competitive factors we face, we cannot assure investors that we will be able to maintain or increase our current audience ratings and advertising revenue, which could have an adverse impact on our business, financial condition and results of operations. 24 Our live events business depends in part on our ability to anticipate the tastes of consumers and to offer events that appeal to them.

Some of the technologies, particularly satellite digital audio radio service and internet radio, compete for the consumer’s attention in the car, workplace, outdoors and elsewhere. 20 In addition, we cannot predict the effect, if any, that competition arising from new technologies may have on the radio broadcasting and digital advertising industries or on our business, financial condition and results of operations, some of which could result in the imposition of significant costs and expenses not previously part of our business operations.

Further, we cannot predict the effect, if any, that competition arising from new technologies may have on the radio broadcasting and digital advertising industries or on our business, financial condition and results of operations, some of which could result in the imposition of significant costs and expenses not previously part of our business operations.

In particular, we are required to certify our compliance with Section 404 of the Sarbanes-Oxley Act, which requires us to furnish annually a report by management on the effectiveness of our internal control over financial reporting. 26 Remediation efforts, when necessary, place a significant burden on management and add increased pressure to our financial resources and processes.

On March 6, 2023, the board of directors approved a quarterly dividend of $0.1875 per share for holders of record as of March 27, 2023. We previously paid a quarterly dividend of $0.075 per share starting in 2018 which was ceased in 2020 as a result of uncertainty created by the COVID-19 pandemic.

We previously paid a quarterly dividend of $0.075 per share starting in 2018, which was ceased in 2020 as a result of uncertainty created by the COVID-19 pandemic.

In addition, the FTCproposed rules that, if adopted, would ban most post-termination non-compete clauses and require employers to rescind existing ones. If adopted, these new rules could have a material adverse impact on our ability to retain key personnel. Increases in or new royalties could adversely impact our business, financial condition and results of operations.

In addition, the FTC proposed rules that, if adopted, would ban most post-termination non-compete clauses and require employers to rescind existing ones. If adopted, these new rules could have a material adverse impact on our ability to retain key personnel. Artificial intelligence-based platforms present new risks and challenges to our business.

We believe our solutions are well positioned to serve the SMBs in markets outside the top 50 upon which we focus. However, if our net subscriber base decreases, our business, financial condition and operating results will be adversely affected.

We believe our solutions are well 23 positioned to serve the SMBs in markets outside the top 50 upon which we focus. However, if our net subscriber base decreases, our business, financial condition and operating results will be adversely affected. We may lose audience ratings, market share and advertising revenue to competing radio stations or other types of media competitors.

In addition, the emergence of one or more new PROs could increase the royalties we pay. From time to time, Congress considers legislation that could require that radio broadcasters pay performance royalties to record labels and recording artists.

In addition, should one or more new PROs establish that we use compositions or sound recordings to which they have the rights, the royalties we pay could increase. From time to time, Congress considers legislation that could require that radio broadcasters pay performance royalties to record labels, recording artists, and other copyright holders.

In addition, we cannot be certain that we will be able to successfully integrate any recent or future acquisitions or manage the resulting business effectively, or that any acquisition or disposition will achieve the benefits that we anticipate. Risks Related to Our Financial Reporting and Accounting We remediated several material weaknesses in our internal control over financial reporting.

Our live events business depends in part on our ability to anticipate the tastes of consumers and to offer events that appeal to them. Since we rely on unrelated parties to perform at certain of our live events, any lack of availability of popular artists could limit our ability to generate revenue.

Since we rely on unrelated parties to perform at certain of our live events, any lack of availability of popular artists could limit our ability to generate revenue.

Any restrictions that limit the use of third-party cookies could impact our ability to deliver effective digital advertising results which could adversely affect our operating results. A security breach or a cyber-attack could adversely affect our business. A security breach or cyber-attack of our computer systems could interrupt or damage our operations or harm our reputation.

In order to effectively target digital advertising campaigns, we use a combination of first and third-party data. Any restrictions that limit the use of third-party cookies could impact our ability to deliver effective digital advertising results which could adversely affect our operating results. A security breach or a cyber-attack could adversely affect our business.

We may not be able to create sufficient advertiser interest in our digital properties or to maintain or increase the advertising rates of the inventory on our digital properties. Even if we maintain traffic levels, the market position of our brands may not be enough to counteract a significant downward pressure on advertising rates.

We may not be able to create sufficient advertiser interest in our digital properties or to maintain or increase the advertising rates of the inventory on our digital properties.

In addition, a significant percentage of our advertising revenue is generated from the sale of advertising to the automotive, entertainment, and retail industries.

A downturn in the U.S. economy could also adversely affect our advertising revenue and our results of operations. In addition, a significant percentage of our advertising revenue is generated from the sale of advertising and marketing solutions to the automotive, entertainment, and retail industries.

If we experience additional material weaknesses in the future, our business may be harmed. Our management is responsible for establishing and maintaining adequate internal control over financial reporting and for evaluating and reporting on the effectiveness of our system of internal control.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting and for evaluating and reporting on the effectiveness of our system of internal control.

We may not have the resources to acquire new technologies or to introduce new services that could compete with these new technologies and may allow us to adapt to new trends.

The radio broadcasting and digital advertising industries are subject to technological change, evolving industry standards and the emergence of new media technologies and trends. We may not have the resources to acquire new technologies or to introduce new services that could compete with these new technologies and may allow us to adapt to new trends.

The impact of economic slowdowns on our business is difficult to predict, but they may result in reductions in ticket sales, sponsorships and our ability to generate revenue from our live events business. 18 Our business, financial condition and results of operations may be adversely affected if we are unable to acquire certain broadcast rights or our broadcast rights contracts are not renewed on sufficiently favorable terms.

Risks Related to Economic Conditions and Our Business Decreased spending by advertisers, as a result of factors such as supply chain disruption, inflation, rising interest rates, and changes in the economy have had, and may continue to have a material adverse effect on our business.

Risks Related to Economic Conditions and Our Business Macroeconomic factors such as inflation, rising interest rates, and changes in the economy have had, and may continue to have a material adverse effect on our business. A substantial majority of our net revenue is generated from the sale of local, regional and national advertising on our digital properties and radio stations.

We pay royalties to song composers and publishers through four professional rights organizations (“PROs”), which currently are Broadcast Music, Inc. (“BMI”), the American Society of Composers, Authors and Publishers (“ASCAP”), SESAC, Inc. (“SESAC”) and Global Music Rights, Inc. (“GMR”), for the performance of music on our radio stations and websites. We also pay royalties to Sound Exchange for music streaming.

Increases in or new royalties could adversely impact our business, financial condition and results of operations. We pay royalties to song composers and publishers through four performing rights organizations (“PROs”). Royalties are currently paid to Broadcast Music, Inc. (“BMI”), the American Society of Composers, Authors and Publishers (“ASCAP”), SESAC, Inc. (“SESAC”) and Global Music Rights, Inc.

A downturn in the U.S. economy could also adversely affect our advertising revenue and our results of operations. Decisions by advertisers to delay or reduce their advertising spend on our platforms based on changes in economic conditions could also slow our revenue growth or reduce our revenues.

Decisions by advertisers and subscribers to delay, reduce or cancel their advertising, campaign, or subscription spending on our platforms based on changes in economic conditions could also slow our revenue growth or reduce our revenues, and SMBs, who generally have less resources than larger companies, may limit their spending.

During 2022, management took steps to remediate the material weakness. 26 Remediation efforts place a significant burden on management and add increased pressure to our financial resources and processes. If we identify material weaknesses in our internal control over financial reporting in the future, our business may be harmed.

If we identify material weaknesses in our internal control over financial reporting in the future, our business may be harmed.

To remain competitive, we must respond to changes in technology, services and standards that characterize our industry. The radio broadcasting and digital advertising industries are subject to technological change, evolving industry standards and the emergence of new media technologies and trends.

Even if we maintain traffic levels, the market position of our brands may not be enough to counteract a significant downward pressure on advertising rates. 19 To remain competitive, we must respond to changes in technology, services and standards that characterize our industry.

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A substantial majority of our net revenue is generated from the sale of local, regional and national advertising on our digital properties and radio stations.

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In addition, our target clients for our digital marketing solutions business are SMBs.

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For instance, increases in interest rates during 2022 led to a decline in advertising spend by mortgage industry clients. In addition, certain industries such as the automotive industry, are still experiencing supply chain disruption and as circumstances change, we may continue to see reduced advertising levels and postponed or cancelled campaigns.

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Decisions by SMBs targeted by Townsquare Interactive, our digital marketing services business to delay or reduce their spending and their web presence based on economic conditions could slow our subscriber growth or increase our subscriber attrition.

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The lingering effects of the COVID-19 pandemic, or the impact of any future pandemic, are uncertain and difficult to predict, but the COVID-19 pandemic had a material adverse effect on our business and revenues and may have a material adverse effect on our business, financial condition, results of operations, stock price, and liquidity in the future.

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Online traffic is also driven by internet search and social media referrals, including search results provided by Google, the primary search engine directing traffic to our websites, and links from Facebook, the primary social media platform directing traffic to our websites.

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As a result of the COVID-19 pandemic, we experienced and may continue to experience disruptions that adversely impact business, results of operations, financial condition, stock price and liquidity.

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In addition, some automobile manufacturers have removed AM radio functionality from their vehicles. Although Congress is considering legislation to maintain AM radio in vehicles, we cannot predict whether these legislative efforts will be successful, or their impact on our business.

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The extent of future 18 disruptions will depend on a variety of factors, which cannot be predicted with any certainty, and could result in the following: • declines in advertising revenue; • additional goodwill or other impairment charges; • cancellation of live events and a decline in attendance of live events; • negative impacts on the health of our employees; • adverse impacts from prolonged remote work environments, including our ability to effectively manage our business and maintain our financial reporting processes and related controls, and increased vulnerability to potential cyber-attacks; • difficulty accessing debt or equity capital on attractive terms, funding business operations, complying with the covenants and obligations under any existing or future debt, as well as negatively affect our credit rating, and could present similar difficulties to our clients as well as challenging their ability to meet their payment obligations to us and our and their ability to comply with our agreements.

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We are currently developing several artificial intelligence (“AI”) initiatives, both internally and with external partners. Our efforts to develop, acquire or integrate these technologies involve time, costs, and other resources.

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Taken individually, or together in any combination, the above could cause a material adverse effect on our business, financial condition, results of operations, and liquidity. Our business, financial condition and results of operations may be adversely affected if we are unable to acquire certain broadcast rights or our broadcast rights contracts are not renewed on sufficiently favorable terms.

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Issues relating to the use of new and evolving technologies such as AI and machine learning may cause us to experience brand or reputational harm, competitive harm, legal liability, and new or enhanced governmental or regulatory scrutiny, and we may incur additional costs to resolve such issues.

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Any such changes could decrease the amount of revenue that we generate from online advertisements.

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As with many innovations, AI presents risks and challenges that could undermine or slow its adoption, and therefore harm our business. Further, if our efforts to develop, acquire or integrate these technologies are unsuccessful, it may have a materially adverse impact on our business, future prospects and financial position.

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The radio broadcasting industry historically has grown despite the introduction of new technologies for the delivery of entertainment and information, including the introduction of new technologies used in automobiles, as a result, in part, of a growing population, greater use of the automobile and increased commuter times. We cannot guarantee that this historical growth will continue.

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The use of AI systems by our business partners may lead to novel and urgent cybersecurity risks, which could have a material adverse effect on our operations and reputation as well as the operations of any of our business partners.

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We may lose audience ratings, market share and advertising revenue to competing radio stations or other types of media competitors. 23 We operate in a highly competitive industry.

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In addition, the legal and regulatory framework surrounding AI is developing rapidly, and new or changing standards may require significant resources to modify and maintain business practices to comply with United States international laws concerning the use of AI, the nature of which cannot be determined at this time.

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Management performed its assessment of the effectiveness of our internal control over financial reporting as of December 31, 2021 and had concluded that our internal control over financial reporting was not effective as of December 31, 2021 due to the material weakness described under “Item 9A. Controls and Procedures” in this Annual Report.

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Our competitors may also be able to devote greater resources to the development, promotion, and sale of their software solutions and services.

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If our competitors’ products, services or platforms become more accepted than our solutions, if our competitors are able to respond more quickly and effectively to new or changing opportunities, technologies, or customer requirements, or if their products or services are more technologically capable than ours, it may have a material adverse effect on our business, results of operations, and financial condition.

Added

(“GMR”), for the performance of musical compositions on our radio stations and websites. We also pay royalties to Sound Exchange for the streaming of 21 sound recordings.

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Risks Related to Our Financial Reporting and Accounting We have remediated several material weaknesses in our internal control over financial reporting in prior years. If we experience additional material weaknesses in the future, our business may be harmed.

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On March 6, of 2023, the board of directors approved a quarterly dividend of $0.1875 per share for holders of record as of March 27, 2023. On February 28, 2024, the board of directors increased the quarterly dividend to $0.1975 per share.

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−0 removed3 unchanged

2022 filing

2023 filing

Biggest changeThe location of our towers is generally chosen so as to provide optimal signal coverage, within the confines of FCC broadcast rules. As of December 31, 2022, we owned 53 facilities containing broadcast studios and 285 towers in our 74 markets. Where we do not own studios or towers, we lease these facilities.

Biggest changeThe location of our towers is generally chosen so as to provide optimal signal coverage, within the confines of FCC broadcast rules. As of December 31, 2023, we owned 52 facilities containing broadcast studios and 278 towers in our 74 markets. Where we do not own studios or towers, we lease these facilities.

In some cases, we lease the equipment in addition to our owned equipment. We believe that our properties are generally in good condition and suitable for our operations; however, we continually look for opportunities to upgrade our operations. We continuously evaluate how to optimize our capital allocation as it relates to our properties.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed2 unchanged

2022 filing

2023 filing

Biggest changeItem 3. Legal Proceedings There is no current material pending litigation to which we are a party and no material legal proceedings were terminated, settled or otherwise resolved during the fourth quarter of the year ended December 31, 2022.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

3 edited+3 added−1 removed4 unchanged

2022 filing

2023 filing

Biggest changeDue to the economic circumstances and uncertainty created by the COVID-19 pandemic, our board of directors determined to cease payment of quarterly cash dividends following the May 2020 dividend payment. On March 6, 2023, the board of directors approved a quarterly dividend of $0.1875 per share for holders of record as of March 27, 2023.

Holders On March 7, 2023 the Company had 132 Class A common stockholders of record, 4 Class B common stockholders of record and 2 Class C common stockholders of record. A substantially greater number of holders are beneficial owners whose shares are held of record by banks, brokers and other financial institutions.

Holders On March 12, 2024 the Company had 126 Class A common stockholders of record and 4 Class B common stockholders of record. A substantially greater number of holders are beneficial owners whose shares are held of record by banks, brokers and other financial institutions.

Recent Sale of Unregistered Securities None. Issuer Purchase of Equity Securities There were no repurchases of our common stock during the quarter ended December 31, 2022. For information on securities authorized for issuance under the Company’s equity compensation plan, see "Item 12 - Security Ownership of Certain Beneficial Owners and Related Stockholder Matters ." Item 6. [Reserved] 36

Securities Authorized for Issuance under Equity Compensation Plans For information on securities authorized for issuance under the Company’s equity compensation plan, see "Item 12 - Security Ownership of Certain Beneficial Owners and Related Stockholder Matters ." Item 6. [Reserved] 36

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The estimated $3.3 million dividend will be paid on May 1, 2023.

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On March 6, 2023, the board of directors approved a quarterly dividend of $0.1875 per share and subsequently paid equivalent dividends in the second, third and fourth quarters of 2023, and the first quarter of 2024. Each quarterly dividend payment was approximately $3 million in the aggregate.

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On February 28, 2024, the board of directors approved a quarterly dividend of $0.1975 per share. The dividend will be paid to holders of record as of April 5, 2024 on May 1, 2024.

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Recent Sale of Unregistered Securities None. Issuer Purchase of Equity Securities There were no repurchases of our common stock during the quarter ended December 31, 2023.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

57 edited+21 added−13 removed60 unchanged

2022 filing

2023 filing

Biggest changeOur Broadcast Advertising segment reported operating income of $27.5 million, compared to $52.5 million for the year ended December 31, 2021, due to non-cash impairment charges to our FCC licenses of $26.1 million and an increase of $8.0 million in direct operating expenses, partially offset by $8.3 million increase in net revenue as discussed above. • Cash and cash equivalents decreased $7.1 million from $50.5 million as of December 31, 2021 to $43.4 million as of December 31, 2022, primarily due to the acquisition of Cherry Creek for a cash purchase price of $18.5 million, net of closing adjustments, and total repurchases of $19.2 million of our 2026 Notes, at or below par, during the second quarter of 2022. 40 Consolidated Results of Operations Year ended December 31, 2022 compared to year ended December 31, 2021 The following table summarizes our historical consolidated results of operations: ($ in thousands) Year Ended December 31, Statement of Operations Data: 2022 2021 $ Change % Change Net revenue $ 463,077 $ 417,957 $ 45,120 10.8 % Operating costs and expenses: Direct operating expenses, excluding depreciation, amortization, and stock-based compensation 324,931 288,302 36,629 12.7 % Depreciation and amortization 19,044 19,098 (54) (0.3) % Corporate expenses 24,428 24,542 (114) (0.5) % Stock-based compensation 3,797 3,718 79 2.1 % Transaction and business realignment costs 4,448 5,305 (857) (16.2) % Impairment of long-lived assets, intangible assets and investments 31,114 1,913 29,201 ** Net (gain) loss on sale and retirement of assets (275) 601 (876) ** Total operating costs and expenses 407,487 343,479 64,008 18.6 % Operating income 55,590 74,478 (18,888) (25.4) % Other expense (income): Interest expense, net 39,828 39,846 (18) ** (Gain) loss on repurchases, extinguishment and modification of debt (108) 5,997 (6,105) ** Other expense (income), net 2,044 (500) 2,544 ** Income from operations before tax 13,826 29,135 (15,309) (52.5) % Income tax (benefit) provision (564) 10,351 (10,915) (105.4) % Net income $ 14,390 $ 18,784 $ (4,394) (23.4) % **Percent change not meaningful.

Biggest changeOur Digital Advertising segment reported operating income of $44.9 million, an increase of $2.8 million from 2022, due to the $9.9 million increase in net revenues, partially offset by a $6.7 million increase in direct operating expenses. 39 Consolidated Results of Operations Year ended December 31, 2023 compared to year ended December 31, 2022 The following table summarizes our historical consolidated results of operations: ($ in thousands) Year Ended December 31, Statement of Operations Data: 2023 2022 $ Change % Change Net revenue $ 454,231 $ 463,077 $ (8,846) (1.9) % Operating costs and expenses: Direct operating expenses, excluding depreciation, amortization, and stock-based compensation 329,197 324,931 4,266 1.3 % Depreciation and amortization 19,200 19,044 156 0.8 % Corporate expenses 25,023 24,428 595 2.4 % Stock-based compensation 8,033 3,797 4,236 111.6 % Transaction and business realignment costs 1,169 4,448 (3,279) (73.7) % Impairment of intangible assets, investments, goodwill, and long-lived assets 90,578 31,114 59,464 191.1 % Net loss (gain) on sale and retirement of assets 170 (275) 445 ** Total operating costs and expenses 473,370 407,487 65,883 16.2 % Operating (loss) income (19,139) 55,590 (74,729) (134.4) % Other expense (income): Interest expense, net 37,249 39,828 (2,579) (6.5) % Gain on repurchases of debt (1,249) (108) (1,141) ** Other (income) expense, net (5,975) 2,044 (8,019) ** (Loss) income from operations before tax (49,164) 13,826 (62,990) (455.6) % Income tax benefit (6,142) (564) (5,578) ** Net (loss) income $ (43,022) $ 14,390 $ (57,412) (399.0) % **Percent change not meaningful.

Advertising demand and rates are based primarily on our ability to attract audiences to our various products in the demographic groups targeted by advertisers, as measured principally 37 by various services on a periodic basis.

Advertising demand and rates are based primarily on our ability 37 to attract audiences to our various products in the demographic groups targeted by advertisers, as measured principally by various services on a periodic basis.

For further discussion of impairment charges, see Note 6, Goodwill and Other Intangible Assets, Net, in our Notes to Consolidated Financial Statements. Stock-based Compensation We measure and recognize stock-based compensation expense related to stock-based transactions, including employee awards and Employee Stock Purchase Plan, (“ESPP”) based on the fair value of the award on the grant date.

For further discussion of impairment charges, see Note 6, Goodwill and Other Intangible Assets, Net, in our Notes to Consolidated Financial Statements. Stock-based Compensation We measure and recognize stock-based compensation expense related to stock-based transactions, including employee awards and the Employee Stock Purchase Plan, (“ESPP”) based on the fair value of the award on the grant date.

However, our ability to fund our working capital needs, 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.

However, our ability to fund our working capital needs, dividend 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.

Our digital marketing solutions include traditional and mobile-enabled website development and hosting services, e-commerce platforms, search engine and online directory optimization services, online reputation monitoring, social media management, and website retargeting. Our sales of advertisements are primarily affected by the demand for advertising from local, regional and national advertisers and the advertising rates we charge.

Our digital marketing solutions include traditional and mobile-enabled website development and hosting services, e-commerce platforms, search engine and online directory optimization services, online reputation monitoring and social media management. Our sales of advertisements are primarily affected by the demand for advertising from local, regional and national advertisers and the advertising rates we charge.

Each of these assumptions may change in the future based upon changes in general economic conditions, audience behavior, consummated transactions, and numerous other variables that may be beyond our control. For further discussion on key assumptions utilized in the greenfield method, see Note 2, Summary of Significant Accounting Policies - Intangible Assets .

Each of these assumptions may change in the future based upon changes in general economic conditions, audience behavior, consummated transactions, and numerous other variables that may be beyond our control. 46 For further discussion on key assumptions utilized in the greenfield method, see Note 2, Summary of Significant Accounting Policies - Intangible Assets .

Such debt instruments also could also introduce covenants that might restrict our operations. We cannot assure you that we could obtain additional financing on favorable terms or at all. Additionally, on a continuing basis, we evaluate and consider strategic acquisitions and divestitures to enhance our strategic and competitive position as well as our financial performance.

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. Additionally, on a continuing basis, we evaluate and consider strategic acquisitions and divestitures to enhance our strategic and competitive position as well as our financial performance.

Long-Term Debt Note 8 Lease and Other Commitments Note 9 Critical Accounting Estimates Our Consolidated Financial Statements have been prepared in conformity with Generally Accepted Accounting Principles (“GAAP”), which requires us to make estimates and assumptions that affect the amounts and disclosures 45 reported in our Consolidated Financial Statements and accompanying notes.

Long-Term Debt Note 8 Lease and Other Commitments Note 9 Critical Accounting Estimates Our Consolidated Financial Statements have been prepared in conformity with Generally Accepted Accounting Principles (“GAAP”), which requires us to make estimates and assumptions that affect the amounts and disclosures reported in our Consolidated Financial Statements and accompanying notes.

Revisions to our forecasts or declining macroeconomic conditions could result in changes to our assessment of the realization of these deferred income tax assets. 47 We follow the provisions of ASC Topic 740, Accounting for Income Taxes . ASC Topic 740 clarifies the accounting for uncertainties in income taxes recognized in an enterprise’s financial statements.

Revisions to our forecasts or declining macroeconomic conditions could result in changes to our assessment of the realization of these deferred income tax assets. We follow the provisions of ASC Topic 740, Accounting for Income Taxes . ASC Topic 740 clarifies the accounting for uncertainties in income taxes recognized in an enterprise’s financial statements.

Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, asset lives and market multiples, among other items.

Each market's broadcasting licenses are combined into a single unit of accounting, in our case geographic markets, for purposes of testing for impairments. 46 We utilize a discounted cash flow method to perform our impairment test.

Each market's broadcasting licenses are combined into a single unit of accounting, in our case geographic markets, for purposes of testing for impairments. We utilize a discounted cash flow method to perform our impairment test.

We also disclose significant matters that are reasonably possible to result in a loss that is expected to be material to our operations or financial results or are probable but not estimable.

We also disclose significant matters that 47 are reasonably possible to result in a loss that is expected to be material to our operations or financial results or are probable but not estimable.

Based on current and anticipated levels of operations and conditions in our markets and industry, we believe that our cash on hand and cash flows from our operating, investing, and financing activities will enable us to meet our working capital, capital expenditures, debt service, and other funding requirements for at least one year from the date of this report.

Based on current and anticipated levels of operations and conditions in our markets and industry, we believe that our cash on hand and cash flows from our operating, investing, and financing activities will enable us to meet our working capital, capital expenditures, dividend payments, debt service, and other funding requirements for at least one year from the date of this report.

We had restricted cash of $0.5 million of December 31, 2022 and 2021, respectively, that was held as collateral in connection with certain agreements. From time to time, such restricted funds could be returned to us or we could be required to pledge additional cash.

We had restricted cash of $0.5 million as of December 31, 2023 and 2022, respectively, that was held as collateral in connection with certain agreements. From time to time, such restricted funds could be returned to us or we could be required to pledge additional cash.

We seek to broaden our base of local advertisers in each of our markets by providing a wide array of digital and broadcast solutions to help clients growth their business and achieve their goals. Our advertising contracts are generally short-term.

We seek to broaden our base of local advertisers in each of our markets by providing a wide array of digital and broadcast solutions to help clients grow their business and achieve their goals. Our advertising contracts are generally short-term.

Our assets include a subscription digital marketing services business (“Townsquare Interactive”), providing website design, creation and hosting, search engine optimization, social platforms and online reputation management as well as other monthly digital services for approximately 24,000 small to medium sized businesses; a robust digital advertising division (“Townsquare Ignite,” or “Ignite”), a powerful combination of (a) an owned and operated portfolio of more than 400 local news and entertainment websites and mobile apps along with a network of leading national music and entertainment brands, collecting valuable first party data and (b) a proprietary digital programmatic advertising technology stack with an in-house demand and data management platform; and a portfolio of 350 local terrestrial radio stations in 74 U.S. markets strategically situated outside the Top 50 markets in the United States.

Other programming, digital, engineering and general and administrative expenses are primarily fixed costs. Our business enjoys strong cash flow generation owing to the relatively limited capital needs of our operations. During the year ended December 31, 2022, we recorded $15.8 million of capital expenditures, which represented 3.4% of net revenue during the same period.

Other programming, digital, engineering and general and administrative expenses are primarily fixed costs. Our business enjoys strong cash flow generation owing to the relatively limited capital needs of our operations. During the year ended December 31, 2023, we recorded $15.0 million of capital expenditures, which represented 3.3% of net revenue during the same period.

For example, keeping all other assumptions constant, a 50-basis point increase in the weighted average cost of capital as of the date of our last quantitative assessment performed as of December 31, 2022 would have caused the estimated fair values of our FCC licenses to decrease by $23.9 million which would have resulted in an additional impairment charge of $5.7 million.

For example, keeping all other assumptions constant, a 50-basis point increase in the weighted average cost of capital as of the date of our last quantitative assessment performed as of December 31, 2023 would have caused the estimated fair values of our FCC licenses to decrease by $13.0 million which would have resulted in an additional impairment charge of $9.9 million.

Advertising revenue is highly correlated to changes in gross domestic product (“GDP”) as dollars spent on advertising has historically trended in line with, and in our experience often lags, changes in GDP. According to the U.S. Department of Commerce estimate as of January 27, 2022, U.S. GDP increased 2.1% for the year ended December 31, 2022.

Advertising revenue is highly correlated to changes in gross domestic product (“GDP”) as dollars spent on advertising has historically trended in line with, and in our experience often lags, changes in GDP. According to the U.S. Department of Commerce estimate as of January 25, 2024, U.S. GDP increased 2.5% for the year ended December 31, 2023.

See Note 8, L ong-Term Debt, in our Notes to Consolidated Financial Statements for additional information related to our 2026 Notes. As of December 31, 2022, we had $43.4 million of cash and cash equivalents, $61.2 million of receivables from customers, which historically have had an average collection cycle of approximately 55 days.

See Note 8, L ong-Term Debt, in our Notes to Consolidated Financial Statements for additional information related to our 2026 Notes. As of December 31, 2023, we had $61.0 million of cash and cash equivalents, $60.8 million of receivables from customers, which historically have had an average collection cycle of approximately 55 days.

When appropriate, a valuation allowance is recorded against deferred tax assets to offset future tax benefits that may not be realized. As of December 31, 2022, the Company has recorded $49.4 million of valuation allowance against its net operating losses and tax credit carry forwards.

When appropriate, a valuation allowance is recorded against deferred tax assets to offset future tax benefits that may not be realized. As of December 31, 2023, the Company has recorded $38.5 million of valuation allowance against its net operating losses and tax credit carry forwards.

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 $31.5 million which would have resulted in a further impairment charge of $9.0 million as of December 31, 2022.

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 $17.1 million which would have resulted in a further impairment charge of $14.0 million as of December 31, 2023.

Ignite delivers these solutions across desktop, mobile, connected TV, email, paid search and social media platforms utilizing display, video and native executions.

We deliver these solutions across desktop, mobile, connected TV, email, paid search and social media platforms utilizing display, video and native executions.

We recorded $2.9 million in impairment losses during the year ended December 31, 2022 due to changes in the fair value of the Company's digital assets. For further discussion, see Note 6, Goodwill and Other Intangible Assets in the Notes to Consolidated Financial Statements. The Company recorded an impairment charge of $1.2 million related to one of our investments.

We recorded total impairment charges of $26.1 million related to FCC licenses in nine of our 74 local markets during the year ended December 31, 2022, as compared to $1.7 million of impairment charges related to FCC licenses during the year ended December 31, 2021.

We recorded total impairment charges of $70.9 million related to FCC licenses in 36 of our 74 local markets during the year ended December 31, 2023, as compared to $26.1 million of impairment charges related to FCC licenses in nine of our 74 local markets during the year ended December 31, 2022.

The impairment charges were primarily driven by increases in the discount rate applied in the valuation of our FCC licenses due to an increase in the weighted average cost of capital and the estimate of initial capital costs due to rising prices.

The impairment charges were primarily driven by an increase in the discount rate applied in the valuation of our FCC licenses due to an increase in the weighted average cost of capital, decreases in third-party forecasts of broadcast revenues and an increase in the estimate of initial capital costs due to rising prices.

Highlights of Our Financial Performance Certain key financial developments in our business for the year ended December 31, 2022 as compared to 2021 are summarized below: • Net revenue for the year ended December 31, 2022, increased $45.1 million, or 10.8%, as compared to the year ended December 31, 2021.

Highlights of Our Financial Performance Certain key financial developments in our business for the year ended December 31, 2023 as compared to 2022 are summarized below: • Net revenue for the year ended December 31, 2023, decreased $8.8 million, or 1.9%, as compared to the year ended December 31, 2022.

As of December 31, 2022, we had $524.4 million of outstanding indebtedness, net of deferred financing costs of $6.3 million. 44 Based on our terms of our 2026 Notes, as of December 31, 2022, we expect our debt service requirements to be approximately $36.1 million over the next twelve months.

As of December 31, 2023, we had $499.7 million of outstanding indebtedness, net of deferred financing costs of $4.0 million. Based on our terms of our 2026 Notes, as of December 31, 2023, we expect our debt service requirements to be approximately $34.6 million over the next twelve months.

The following table illustrates the components of our interest expense, net for the periods indicated (in thousands): 42 Year Ended December 31, 2022 2021 2026 Notes $ 36,999 $ 37,287 2023 Notes — 642 Term Loans — 161 Capital leases and other 1,140 44 Deferred financing costs and discounts 1,879 1,731 Interest income (190) (19) Interest expense, net $ 39,828 $ 39,846 (Gain) Loss on Repurchases, Extinguishment and Modification of Debt During the year ended December 31, 2022, the Company voluntarily repurchased an aggregate $19.2 million principal amount of its 2026 Notes at or below par plus accrued interest.

Interest Expense, net The following table illustrates the components of our interest expense, net for the periods indicated (in thousands): Year Ended December 31, 2023 2022 2026 Notes $ 35,534 $ 36,999 Capital leases and other 1,350 1,140 Deferred financing costs 2,086 1,879 Interest income (1,721) (190) Interest expense, net $ 37,249 $ 39,828 Gain on Repurchase of Debt During the year ended December 31, 2023, the Company voluntarily repurchased an aggregate $27.1 million principal amount of its 2026 Notes at or below par, plus accrued interest.

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.

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.

These historical sources of funds have been and could continue to be impacted by the COVID-19 pandemic. Future capital requirements may be materially different than those currently planned in our budgeting and forecasting activities and depend on many factors, some of which are beyond our control.

Future capital requirements may be materially different than those currently planned in our budgeting and forecasting activities and depend on many factors, some of which are beyond our control. In particular during the period of uncertainty related to the COVID-19 pandemic, we focused on and will continue to monitor our liquidity.

The increase was primarily driven by increases in headcount related expenses to support revenue and subscriber growth as well as higher inventory costs. Our Broadcast Advertising direct operating expenses for the year ended December 31, 2022 increased $8.0 million, or 5.4%, as compared to the same period in 2021.

Direct Operating Expenses Direct operating expenses for the year ended December 31, 2023 increased by $4.3 million, or 1.3%, when compared with the same period in 2022. Our Digital Advertising direct operating expenses increased $6.7 million, or 6.9%, primarily driven by higher inventory costs and headcount related expenses to support revenue growth.

We have presented segment information for the year ended December 31, 2020 in conformity with the current year’s segment information. 38 OVERVIEW OF OUR PERFORMANCE Changes in our Business Acquisition of Cherry Creek On June 17, 2022, following regulatory approval, the Company completed the acquisition of Cherry Creek Broadcasting LLC (“Cherry Creek”) for a total cash purchase price of $18.5 million, net of closing adjustments.

OVERVIEW OF OUR PERFORMANCE Changes in our Business Acquisition of Cherry Creek On June 17, 2022, the Company acquired Cherry Creek Broadcasting LLC (“Cherry Creek”) for a total cash purchase price of $18.5 million, net of closing adjustments.

For further discussion, see Note 7, Investments in the Notes to the Consolidated Financial Statements. Unfavorable changes in key assumptions utilized in the impairment assessment of our FCC licenses may affect future testing results.

Unfavorable changes in key assumptions utilized in the impairment assessment of our FCC licenses may affect future testing results.

Financing Activities Net cash used in financing activities was $19.5 million for the year ended December 31, 2022, as compared to $83.2 million for the same period in 2021. Net cash used in financing activities in 2022 was primarily used for $18.9 million in voluntary repurchases of our 2026 Notes.

Financing Activities Net cash used in financing activities was $46.6 million for the year ended December 31, 2023, as compared to $19.5 million for the same period in 2022.

Our Digital Advertising net revenue increased $23.6 million or 20.2% and our Subscription Digital Marketing Solutions net revenue increased $8.6 million, or 10.5% as compared to the year ended December 31, 2021, as a result of additional subscribers. • Our Broadcast Advertising net revenue increased $8.3 million, or 3.8% due in part to increases in the purchases of new advertising by our clients.

Our Broadcast Advertising net revenue decreased $12.2 million, or 5.4%, due to decreases in the purchases of advertising by our clients. Our Subscription Digital Marketing Solutions net revenue decreased $8.2 million, or 9.1% as compared to the year ended December 31, 2022, due to a reduction of net subscribers.

The increase in net cash used in investing activities was due to the acquisition of Cherry Creek for $18.5 million, net of closing adjustments, purchases of digital assets, and an increase in the purchase of property and equipment in 2022.

The decrease in net cash used in investing activities was primarily due to the payment for the Cherry Creek acquisition of $18.5 million and the purchase of digital assets of $5.0 million during 2022 that did not reoccur in 2023.

Our anticipated uses of cash in the near term include working capital needs, interest payments, dividend payments, 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.

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.

The Company wrote-off approximately $0.3 million of unamortized deferred financing costs, recognizing a total net gain of $0.1 million in connection with the voluntary repurchases of its 2026 Notes. During the year ended December 31, 2021, the Company recognized a $4.9 million and a $1.1 million loss on the early extinguishment and modification of debt, respectively.

The Company wrote-off approximately $0.3 million of unamortized deferred financing costs, recognizing a total net gain of $1.2 million in connection with the voluntary repurchases of its 2026 Notes. The repurchased notes were canceled by the Company.

See Note 7, Investments, in our Notes to Consolidated Financial Statements for further discussion related to this investment. (Benefit) provision for income taxes We recognized an income tax benefit of $0.6 million for the year ended December 31, 2022 as compared to an income tax provision of $10.4 million for the same period in 2021.

During the year ended December 31, 2023, the Company recorded a total unrealized net loss of $0.4 million, as compared to $2.1 million during 2022. See Note 7, Investments , in our Notes to Consolidated Financial Statements for further discussion related to this investment.

(“Oaktree”), partially offset by acquisition and integration costs incurred in 2022 related to the Cherry Creek acquisition. Impairment of Long-Lived Assets, Intangible Assets and Investments The Company recorded total impairment charges of $31.1 million related to our long-lived assets, intangible assets and investments during the year ended December 31, 2022.

Impairment of Intangible Assets, Investments, Goodwill and Long-Lived Assets The Company recorded total impairment charges of $90.6 million related to intangible assets, investments, goodwill, and long-lived assets during the year ended December 31, 2023.

Our Digital Advertising revenue increased $23.6 million, or 20.2% as compared to 2021 and our Subscription Digital Marketing Solutions revenue increased $8.6 million, or 10.5% as compared to 2021, primarily due to incremental net subscribers of approximately 3,850 for the year ended December 31, 2022.

Our Broadcast Advertising net revenue decreased $12.2 million, or 5.4% and our Subscription Digital Marketing Solutions net revenue decreased $8.2 million, or 9.1% as compared to the year ended December 31, 2022.

Our Other net revenue increased $4.7 million due to the increase in live events held during 2022. • Excluding revenue related to political advertising of $7.5 million and $3.5 million for the years ended December 31, 2022 and 2021, respectively, net revenue increased $41.1 million, or 9.9% to $455.6 million, Broadcast Advertising net revenue increased $4.8 million, or 2.2%, to $216.8 million and Digital Advertising net revenue increased $23.1 million, or 19.7%, to $139.9 million. • Operating income decreased $18.9 million to $55.6 million for the year ended December 31, 2022, as compared to operating income of $74.5 million for the year ended December 31, 2021.

These decreases were partially offset by a $9.9 million or 7.1% increase in our Digital Advertising net revenue and a $1.6 million, or 18.6%, increase in our Other net revenue. • Excluding revenue related to political advertising of $2.9 million and $7.5 million for the years ended December 31, 2023 and 2022, respectively, net revenue decreased $4.2 million, or 0.9% to $451.3 million.

Operating income decreased due to 39 an increase in direct operating expenses of $36.6 million, and an increase in non-cash impairment charges to our FCC licenses of $24.4 million; partially offset by an increase in net revenue of $45.1 million as discussed above.

Operating income decreased due to an increase in total non-cash impairment charges of $59.5 million, the $8.8 million decrease in net revenue as discussed above, an increase in stock-based compensation of $4.2 million and an increase in direct operating expenses of $4.3 million.

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. 43 Liquidity and Capital Resources Year Ended December 31, (in thousands) 2022 2021 Cash and cash equivalents $ 43,417 $ 50,505 Restricted cash 496 494 Cash provided by operating activities $ 50,185 $ 61,083 Cash used in investing activities (37,764) (10,638) Cash used in financing activities (19,507) (83,169) Net decrease in cash and cash equivalents $ (7,086) $ (32,724) Operating Activities Net cash provided by operating activities was $50.2 million for the year ended December 31, 2022, as compared to $61.1 million for the same period in 2021.

Liquidity and Capital Resources Year Ended December 31, (in thousands) 2023 2022 Cash and cash equivalents $ 61,046 $ 43,417 Restricted cash 503 496 Cash provided by operating activities $ 67,827 $ 50,185 Cash used in investing activities (3,569) (37,764) Cash used in financing activities (46,622) (19,507) Net increase (decrease) in cash and cash equivalents $ 17,636 $ (7,086) Operating Activities Net cash provided by operating activities was $67.8 million for the year ended December 31, 2023, as compared to $50.2 million for the same period in 2022.

Segment Results The following table presents the Company's reportable segment net revenue and direct operating expenses for each of the years ended December 31, 2022 and 2021, respectively (in thousands): Net Revenue Direct Operating Expenses For the Year Ended December 31, For the Year Ended December 31, 2022 2021 $ Change % Change 2022 2021 $ Change % Change Subscription Digital Marketing Solutions $ 90,402 $ 81,792 $ 8,610 10.5 % $ 64,282 $ 57,374 $ 6,908 12.0 % Digital Advertising 140,433 116,874 23,559 20.2 % 97,667 79,906 17,761 22.2 % Broadcast Advertising 223,801 215,519 8,282 3.8 % 155,349 147,352 7,997 5.4 % Other 8,441 3,772 4,669 123.8 % 7,633 3,670 3,963 108.0 % Total $ 463,077 $ 417,957 $ 45,120 10.8 % $ 324,931 $ 288,302 $ 36,629 12.7 % Net Revenue Net revenue for the year ended December 31, 2022 increased by $45.1 million, or 10.8%, as compared to the same period in 2021.

Segment Results The following table presents the Company's reportable segment net revenue and direct operating expenses for each of the years ended December 31, 2023 and 2022, respectively (in thousands): Net Revenue Direct Operating Expenses For the Year Ended December 31, For the Year Ended December 31, 2023 2022 $ Change % Change 2023 2022 $ Change % Change Subscription Digital Marketing Solutions $ 82,220 $ 90,402 $ (8,182) (9.1) % $ 58,973 $ 64,282 $ (5,309) (8.3) % Digital Advertising 150,276 140,355 9,921 7.1 % 104,381 97,661 6,720 6.9 % Broadcast Advertising 211,725 223,879 (12,154) (5.4) % 156,056 155,355 701 0.5 % Other 10,010 8,441 1,569 18.6 % 9,787 7,633 2,154 28.2 % Total $ 454,231 $ 463,077 $ (8,846) (1.9) % $ 329,197 $ 324,931 $ 4,266 1.3 % Net Revenue Net revenue for the year ended December 31, 2023 decreased by $8.8 million, or 1.9%, as compared to the same period in 2022.

Direct Operating Expenses Direct operating expenses for the year ended December 31, 2022 increased by $36.6 million, or 12.7%, when compared with the same period in 2021. Our Digital Advertising direct operating expenses increased $17.8 million, or 22.2%, and our Subscription Digital Marketing Solutions direct operating expenses increased $6.9 million, or 12.0%, as compared to the same period in 2021.

Our Broadcast Advertising direct operating expenses for the year ended December 31, 2023 increased $0.7 million, or 0.5%, as compared to 2022.

For further discussion on the Cherry Creek acquisition, see Note 4, Acquisitions and Divestitures in the Notes to Consolidated Financial Statements. Macroeconomic Indicators The U.S. economy and financial markets may continue to experience volatility due to the lingering effects of the COVID-19 pandemic.

For further discussion on the Cherry Creek acquisition, see Note 4, Acquisitions and Divestitures in the Notes to the Consolidated Financial Statements. 38 Macroeconomic Indicators Current economic challenges, including high and sustained inflation and interest rates have caused and could continue to cause economic uncertainty and volatility.

This increase was primarily driven by higher compensation and music license fees. Our Other direct operating expense increased $4.0 million due to an increase in live events held during 2022.

Other direct operating expense increased $2.2 million, or 28.2%, due to an increase in live events held during 2023. Our Subscription Digital Marketing Solutions direct operating expenses decreased $5.3 million, or 8.3%, as compared to the same period in 2022. The decrease was primarily driven by lower compensation and sales expenses.

In 2022, we made two interest payments on the 2026 Notes in February and August, and in 2021 we made only one interest payment on the 2026 Notes in August. Investing Activities Net cash used in investing activities was $37.8 million for the year ended December 31, 2022, as compared to $10.6 million for the same period in 2021.

This increase was primarily related to lower prepaid expenses and accounts receivable, as well as higher accounts payable and accrued expenses due to the timing of payments. 43 Investing Activities Net cash used in investing activities was $3.6 million for the year ended December 31, 2023, as compared to $37.8 million for the same period in 2022.

The $1.1 million loss on the modification of debt was primarily related to a portion of fees and expenses related to the issuance of the 2026 Notes. Other Expense (Income), Net Other expense (income), net includes unrealized gains related to measuring the fair value of one of the Company's investees.

For further discussion, see Note 6, Goodwill and Other Intangible Assets in the Notes to Consolidated Financial Statements. Unrealized Loss on Investment Other (income) expense, net includes unrealized losses related to measuring the fair value of one of the Company's investees.

The increase in Broadcast 41 Advertising Revenue of $8.3 million, or 3.8% was due in part to increases in the purchase of new advertising by our clients and an increase in political advertising revenues of $3.5 million. The increase in Other net revenue of $4.7 million is due to an increase in live events held during 2022.

These 40 decreases were partially offset by a $9.9 million, or 7.1%, increase in our Digital Advertising net revenue due to purchases of new advertising and a $1.6 million, or 18.6%, increase in our Other net revenue due to an increase in live events held during 2023.

Our effective tax rate was approximately (4.1)% for the year ended December 31, 2022 as compared to 35.53% for the year ended December 31, 2021. The decrease in the effective tax rate is primarily driven by the utilization of net operating loss carryforwards with a corresponding decrease in valuation allowances.

Benefit from income taxes We recognized an income tax benefit of $6.1 million for the year ended December 31, 2023 as compared to $0.6 million for the same period in 2022. Our effective tax rate was approximately 12.5% for the year ended December 31, 2023 as compared to (4.1)% for the year ended December 31, 2022.

See Note 6, Goodwill and Other Intangible Assets , in our Notes to Consolidated Financial Statements for additional information related to our digital assets. During the second quarter of 2022, the Company voluntarily repurchased an aggregate $19.2 million in principal amount of its 2026 Notes at or below par. The Company may repurchase additional amounts in future periods.

The dividend will be paid to holders of record as of April 5, 2024 on May 1, 2024. During 2023, the Company voluntarily repurchased an aggregate $27.1 million in principal amount of its 2026 Notes below par, plus accrued interest. The Company may repurchase additional amounts in future periods.

Our Digital Advertising segment reported operating income of $42.2 million, an increase of $5.8 million from 2021 and our Subscription Digital Marketing Solutions segment reported operating income of $24.4 million, an increase of $1.5 million from 2021.

Our Subscription Digital Marketing Solutions segment reported operating income of $21.3 million, a decrease of $3.0 million from 2022, due to the $8.2 million decrease in net revenue, partially offset by a $5.3 million decrease in direct operating expenses.

Transaction and Business Realignment Costs Transaction and business realignment costs for the year ended December 31, 2022 decreased $0.9 million, or 16.2%, as compared to the same period in 2021 primarily due to $4.5 million paid in 2021 under the terms of the March 2021 settlement agreement related to the share repurchase with certain affiliates of Oaktree Capital Management L.P.

Transaction and Business Realignment Costs Transaction and business realignment costs for the year ended December 31, 2023 decreased $3.3 million, or 73.7%, as compared to 2022, primarily due to the Cherry Creek acquisition during 2022.

Removed

In December of 2021, the Company changed its reporting segments in order to reflect its strategic focus, organizational structure and the information reviewed by its CODM as a digital media and digital marketing solutions company with market leading radio stations.

Added

Broadcast Advertising net revenue decreased $7.8 million, or 3.6%, to $209.0 million and Digital Advertising net revenue increased $10.2 million, or 7.3%, to $150.1 million. • Operating income decreased $74.7 million to an operating loss of $19.1 million for the year ended December 31, 2023, as compared to operating income of $55.6 million for the year ended December 31, 2022.

Removed

The Company has identified three segments, which are Subscription Digital Marketing Solutions, Digital Advertising and Broadcast Advertising, and the remainder of our business is reported in an Other category. The Subscription Digital Marketing Solutions segment includes our subscription digital marketing solutions business, Townsquare Interactive.

Added

These increases were partially offset by a $3.3 million decrease in transaction and business realignment costs. • Our Broadcast Advertising segment reported an operating loss of $33.8 million, compared to operating income of $27.6 million for the year ended December 31, 2022, due to an increase in total non-cash impairment charges of $47.5 million and the $12.2 million decrease in net revenue.

Removed

Added

Stock-based Compensation Stock-based compensation expense for the year ended December 31, 2023 increased $4.2 million, or 111.6%, as compared to the same period in 2022, due to grants during the fourth quarter of 2022 and the first quarter of 2023. For further discussion, see Note 11, Stockholders' Equity , in the Notes to the Consolidated Financial Statements.

Removed

The Other category includes our owned and operated live events.

Added

During the fourth quarter of 2023, the Company revised its near-term revenue and operating margin expectations for the Live Events reporting unit in consideration of the performance of events during the period.

Removed

Added

As a result, the Company determined that the fair value of the Live Events reporting unit was less than its carrying amount resulting in the recognition of a non-cash goodwill impairment charge of $1.4 million.

Removed

Other Expense (Income) The primary component of Other expense (income) in the years ended December 31, 2022 and 2021 is interest expense, net.

Added

During the third quarter of 2023, in connection with an interim goodwill impairment assessment, the Company concluded that the carrying amount of the Local Advertising reporting unit exceeded its fair value, resulting in the 41 recognition of a non-cash goodwill impairment charge of $2.8 million.

Removed

The $4.9 million loss on the early extinguishment of debt is comprised of a $3.1 million portion of the Company’s 6.5% Unsecured Senior Notes due in 2023 (the “2023 Notes”) prepayment premium and the write-off of $1.8 million of unamortized debt discount and deferred financing fees previously capitalized in connection with its senior secured credit facility and the 2023 Notes.

Added

An interim impairment assessment was considered necessary as a result of declines in traditional broadcast revenue and an increase in the weighted average cost of capital. Following the non-cash goodwill impairment charge, the Local Advertising reporting unit had no remaining goodwill.

Removed

Based on the market price of the investee's common stock as of December 31, 2022, the fair value of the Company's investment in the common stock of the investee was approximately $1.2 million, resulting in a total net unrealized loss of $2.1 million during the year ended December 31, 2022.

Added

Unfavorable changes in certain key assumptions utilized in determining the fair values of each of our reporting units, may affect future testing results.

Removed

This decrease was primarily related to decreases in accrued expenses and increases in prepaid expenses due the timing of payments, higher accounts receivable to due increases in revenue and higher cash interest payments in 2022.

Added

For example, keeping all other assumptions constant, a 100-basis point increase in the weighted average cost of capital assumption for each of our reporting units would cause the estimated fair values of our National Digital, Townsquare Ignite, Analytical Service, Townsquare Interactive and Live Events reporting units to decline, resulting in a decrease in the fair value in excess of their respective carrying values by approximately 6%, 5%, 8%, 9%, and 4%, respectively.

Removed

Net cash used in financing activities during 2021 was due to: the repayment of $557.4 million of principal amount of the 2023 Notes and the seven year $275.0 million term loan facility, including total accrued interest of $7.2 million and a $4.4 million prepayment premium; cash consideration for the Company's repurchase of outstanding shares and warrants of Oaktree in the amount of $80.4 million; offset by the issuance of $541.0 million of the 2026 Notes, net of fees and expenses and proceeds from stock option exercises.

Added

Further, keeping all other assumptions constant, a 10% decline in the estimated fair value of each reporting unit, due to other changes in assumptions, including forecasted future cash flows, would have resulted in an incremental goodwill impairment charge of approximately $0.3 million for the Live Events reporting unit.

Removed

In particular during the period of uncertainty related to the COVID-19 pandemic, we have focused on and will continue to monitor our liquidity.

Added

For further discussion, see Note 6, Goodwill and Other Intangible Assets in the Notes to Consolidated Financial Statements. During the year ended December 31, 2023, the Company recorded an impairment charge of $14.5 million related to certain of its equity securities, which are measured at cost minus impairment.

Removed

During the first quarter of 2022, the Company invested an aggregate of $5.0 million in digital assets. The Company may decrease its holdings of digital assets at any time based on our view of market conditions.

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Top changes in Townsquare Media, Inc.'s 2023 10-K

Item 1. Business

Item 1A. Risk Factors

Item 2. Properties

Item 3. Legal Proceedings

Item 5. Market for Registrant's Common Equity

Item 7. Management's Discussion & Analysis

Other TSQ 10-K year-over-year comparisons