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What changed in Townsquare Media, Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Townsquare Media, Inc.'s 2023 and 2024 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 2024 report.

+248 added−248 removedSource: 10-K (2025-03-17) vs 10-K (2024-03-15)

Top changes in Townsquare Media, Inc.'s 2024 10-K

248 paragraphs added · 248 removed · 216 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

62 edited+7 added−8 removed120 unchanged
Biggest changeOur 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.
Biggest changeTownsquare Ignite, our robust digital advertising division, specializes in helping businesses of all sizes connect with their target audience through data-driven, results based strategies, by utilizing a) our proprietary digital programmatic advertising technology stack with an in-house demand and data management platform and b) our 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.
Our organically developed, flexible and customized content management system, digital advertising products and delivery capabilities, mobile applications, digital marketing solutions capabilities, digital programmatic advertising platform, data management and analytics and strategic insights platform, and online video content allow us to deliver world-class products in markets outside the top 50 in the U.S.
Our organically developed, flexible and customized content management system, digital advertising products and delivery capabilities, mobile applications, digital programmatic advertising platform, data management and analytics and strategic insights platform, online video content, and digital marketing solutions capabilities allow us to deliver world-class products in markets outside the top 50 in the U.S.
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.
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.
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.
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 10 Danbury, CT 2 Dubuque, IA (NR) 5 Duluth-Superior, MN, WI 5 El Paso, TX 3 Evansville, IN 5 Faribault/Owatonna, MN 4 Flint, MI 4 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 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.
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 7 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.
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.
George, UT 7 Texarkana, TX-AR 4 Trenton, NJ 3 Tuscaloosa, AL 6 Twin Falls-Sun Valley, ID 4 Tyler-Longview, TX 4 Utica/Rome, NY 5 Victoria, TX 4 Wenatchee, WA 8 Waterloo-Cedar Falls, IA 4 Wichita Falls, TX 4 Williston, ND 3 Yakima, WA 5 Regulatory Approvals The Communications Laws prohibit the assignment or transfer of control of a broadcast license without the prior approval of the FCC.
Given the stability of radio’s audience, its broad reach and its relatively low cost as compared to competing advertising media such as television, we believe radio continues to offer an attractive value proposition to advertisers. The price point for radio advertising on a cost per thousand basis is lower than most other local media that deliver similar scale.
Given the relative stability of radio’s audience, its broad reach and its relatively low cost as compared to competing advertising media such as television, we believe radio continues to offer an attractive value proposition to advertisers. The price point for radio advertising on a cost per thousand basis is lower than most other local media that deliver similar scale.
We believe that our ability to maintain stable audience and time spent listening levels to our radio stations is driven by our focus on markets outside of the Top 50, where there is less competition and less local content available in our communities, and our investment in our original content strategy, which takes the form of investing in local talent and resources to support our local talent.
We believe that our ability to maintain stable audience and time spent listening levels to our radio stations is driven by our focus on markets outside of the Top 50, where there is less competition and less local content available in our 4 communities, and our investment in our original content strategy, which takes the form of investing in local talent and resources to support our local talent.
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.
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 digital programmatic advertising platform.
We believe that the increased interaction and engagement with consumers across our digital products and platforms in turn reinforces consumer loyalty and affinity toward our local radio brands. Radio is a component of our business.
We believe that the increased interaction and engagement with consumers across our digital products and platforms in turn reinforces consumer loyalty and affinity toward our local radio brands. 1 Radio is a component of our business.
We 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.
We 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 presents 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.
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.
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 or websites.
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.
Since our Company’s founding in 2010, we have expanded our local radio station portfolio from 60 to 344 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.
Digital First means ensuring that our content is as engaging, relevant and local online as it is on-air. In addition, it means that our first priority for internal investment is to fuel the growth in our digital platforms, in terms of additional personnel, incremental product development and physical expansion.
Digital First means ensuring that our content is as engaging, relevant and local online as it is on-air. In addition, it means that our first priority for internal investment is to fuel the growth in our digital platforms, in terms of additional personnel, incremental product development and at times, physical expansion.
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 • Email and SMS marketing services.
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 relationship management (“CRM”) services; • Email marketing services; and • SMS marketing services.
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.
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.
Therefore, when any of our local sales account executives engage with local advertisers to help them grow their business, they are able to educate them on how important it is to have a strong digital presence and online storefront, and how Townsquare has the preeminent tools and suite of solutions to accomplish that for them.
Therefore, when any of our local sales account executives engage with local advertisers to help them grow their business, they are able to educate them on how important it is to have a strong digital presence and online storefront, and reach their target customers online and how Townsquare has the preeminent tools and suite of solutions to accomplish that for them.
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.
Some features which differentiate our offerings include: • Unlimited changes and edits to website before and after launch; 3 • 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; • 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 CRM system with integrated client communications which stores and organizes relevant customer data.
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 Townsquare Interactive sales team of more than 120 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.
In the past, we have organically built and introduced a variety of new products, including our subscription digital marketing solutions platform (Townsquare Interactive), various new offerings for Townsquare Interactive, our programmatic digital advertising platform (Townsquare Ignite), as well as mobile applications for individual stations and brands.
In the past, we have organically built and introduced a variety of new products, including our subscription digital marketing solutions platform (Townsquare Interactive), various new offerings for Townsquare Interactive including the new Business Management Platform introduced in 2024, our programmatic digital advertising platform (Townsquare Ignite), as well as mobile applications for individual stations and brands.
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.
Overall In the year ended December 31, 2024, 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.
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, 2023, we employed 2,159 full and part-time employees.
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, 2024, we employed 2,049 full and part-time employees.
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.
No single customer accounted for more than 1% of revenue in any of the years ended December 31, 2024 and 2023. For the year ended December 31, 2024, no advertising market or state represented more than 20% of revenue.
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.
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; • Non-qualified employee stock purchase plan; • Employee Assistance Program; and 8 • Employee discount program.
According to research conducted by UNC School of Media and Journalism, approximately 1,800 newspapers have closed in the United States since 2004. We believe these trends will continue and further amplify the attractiveness of our offerings as we fill this expanding void in our communities, both online and on-air.
According to research conducted by UNC Hussman School of Media and Journalism, approximately 2,100 newspapers have closed in the United States since 2004. We believe these trends will continue and further amplify the attractiveness of our offerings as we fill this expanding void in our communities, both online and on-air.
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”).
The following table sets forth, as of March 11, 2025, 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 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.
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, 2024, approximately 60% of our total subscriber base was located in markets outside of our local media footprint.
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 $10.0 million in 2023 and $8.4 million in 2022.
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 $8.1 million in 2024 and $10.0 million in 2023.
Additionally, we provide full-service design and creative services to assist clients in crafting the right marketing message and developing and building assets and creative for their campaign across the desired platform (i.e., display, social, video, or audio). • Data Analytics and Management Platform.
We also provide full-service design and creative services to assist clients in crafting the right marketing message and developing and building assets and creative for their campaign across the desired 2 platform (i.e., display, social, video, or audio).
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.
We connect local, regional and national advertisers to an audience of over 70 million unique visitors on average per month in 2024, 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 380 mobile apps.
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 $211.7 million in 2023 and $223.9 million in 2022.
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 $209.0 million in 2024 and $211.7 million in 2023.
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.
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 4.6 billion lifetime views. • Data Analytics and Management Platform.
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.
As of March 11, 2025, we owned and operated 344 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 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.
Our business enjoys strong cash flow generation owing to the relatively limited capital needs of our operations. During the year ended December 31, 2024, we recorded $17.4 million of capital expenditures, which represented 3.9% of net revenue during the same period.
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.
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 disruption, compromise, or breach of our systems or data due to a cybersecurity threat or incident could adversely affect our business. • Our engagement of third-party service providers increases our exposure to security and data privacy risks.
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 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, excluding political, was forecasted to be $162 billion in 2024.
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.
Through a series of acquisitions, we built our radio platform to 344 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.
ITEM 1. BUSINESS Description of Business Townsquare is a community-focused digital media and digital marketing solutions company with market leading local radio stations, principally focused outside the top 50 markets in the U.S.
ITEM 1. BUSINESS Description of Business Townsquare is a community-focused digital and broadcast media and digital marketing solutions company principally focused outside the top 50 markets in the U.S.
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.
However, according to S&P Global Market Intelligence, radio advertising was approximately 4% of all advertising dollars spent in the United States in 2024, while digital advertising solutions contributed approximately 70%. According to S&P Global Market Intelligence, it is estimated that digital advertising will grow to represent approximately 80% of all advertising spend in 2029.
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.
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 over 80% of American adults ages 18+ each week as of December 2024.
We use this data in our sales process, helping our sales team generate new business and upsell current clients, and to inform our client’s advertising campaigns, providing significant value to our clients.
We use this data in our sales process, helping our sales team generate new business and upsell current clients, and to inform our client’s advertising campaigns, providing significant value to our clients. Subscription Digital Marketing Solutions Our Subscription Digital Marketing Solutions segment encompasses Townsquare Interactive, our subscription digital marketing solutions business.
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.
Therefore, while radio will continue to be a component of our local offering, we do not expect it to be a growth driver. Our growth engine is and will be digital, and we consider ourselves a “Digital First” local media company. Digital First. Internally and externally, we position ourselves as a digital company that also owns powerful local radio assets.
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.
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 $126.4 million, effective February 21, 2025. Our acquisitions have not met this threshold.
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.
Digital Advertising Our Digital Advertising segment, marketed externally as Townsquare Ignite, is a combination of our proprietary digital programmatic advertising platform and our owned and operated digital properties, and an in-house demand and data management platform collecting valuable first party data.
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.
We have continually invested in our digital platform and team, including during the COVID-19 pandemic. 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.
Townsquare Interactive offers digital marketing solutions, on a subscription basis, to small and medium-sized businesses (“SMBs”) in markets outside the top 50 across the United States, including but importantly not limited to the markets in which we operate radio stations.
Townsquare Interactive offers digital marketing solutions, on a subscription basis, to small and medium-sized businesses (“SMBs”) in markets outside the top 50 across the United States, including but importantly not limited to the markets in which we operate radio stations. Our Subscription Digital Marketing Solutions segment generated net revenue of $75.3 million in 2024 and $82.2 million in 2023.
Townsquare's mission is to enhance the communities we serve and use our influential voices to improve and support all members of those communities. Our radio stations and local websites, together with our employees, play a vital role in the communities we serve. During weather and other emergencies, government officials rely on our radio stations to disseminate critical, occasionally life-saving, information.
Our radio stations and local websites, together with our employees, play a vital role in the communities we serve. During weather and other emergencies, government officials rely on our radio stations to disseminate critical, occasionally life-saving, information.
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.
In 2024, we reached over 70 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.
As such, we believe we offer superior solutions for advertisers and audiences alike as compared to many of our local competitors. Subscription Digital Marketing Solutions Our Subscription Digital Marketing Solutions segment encompasses Townsquare Interactive, our subscription digital marketing solutions business.
As such, we believe we offer superior solutions for advertisers and audiences alike as compared to many of our local competitors.
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.
Our Segments The Company has identified three segments, which are Digital Advertising, Subscription Digital Marketing Solutions, and Broadcast Advertising, and the remainder of our business is reported in an Other category. The Digital Advertising segment, which we market externally as Townsquare Ignite, includes digital advertising on our digital programmatic advertising platform and our owned and operated digital properties.
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.
As of March 11, 2025, we own 80 radio stations formatted with Country content, 70 formatted with News/Talk/Sports content and 60 formatted with Rock content, representing approximately 23%, 20%, and 17% of our radio stations, respectively.
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.
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.
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.
The Subscription Digital Marketing Solutions segment includes our subscription digital marketing solutions business, Townsquare Interactive. 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.
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.
In addition, we benefit from certain tax attributes that generate tax deductions which have historically limited the amount of cash taxes we pay.
We have also organically built and introduced a data and analytics tool and a data management platform that enhance our ability to create and deliver effective targeted broadcast and digital advertising campaigns for our clients.
In 2022, we also developed our own CRM, Blueprint, as well as an associated app, that was awarded the NAB’s PILOT Technology and Innovation Award. We have also organically built and introduced a data and analytics tool and a data management platform that enhance our ability to create and deliver effective targeted broadcast and digital advertising campaigns for our clients.
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.
Our Growth Strategy The principal features of our growth strategy are: Digital First - Invest in Our Digital Businesses to Drive Further Growth. 5 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 Ignite and Townsquare Interactive businesses.
We also leverage our local sales teams in our 74 markets, who enjoy trusted and long-standing local relationships and heritage brand recognition, to sell Townsquare Interactive solutions within our market footprint.
We also leverage our local sales teams in our 74 markets, who enjoy trusted and long-standing local relationships and heritage brand recognition, to sell Townsquare Interactive solutions within our market footprint. A Townsquare Interactive subscriber is defined as a customer that has the right to receive subscription digital marketing services. Subscribers include customers in promotional periods.
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.
Our Digital revenue, comprised of our Digital Advertising segment and our Subscription Digital Marketing Solutions segment, was $234.0 million in 2024 and $232.5 million in 2023, comprising 52% and 51% of our total net revenue, respectively.
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.
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 platform enables SMBs to choose the optimal features for their specific business.
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.
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 deliver these solutions across desktop, mobile, connected TV, email, paid search and social media platforms utilizing display, video and native executions.
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.
In 2025, BIA forecasts U.S. local advertising, excluding political, spending to increase 5.5% to $171 billion. 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.
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.
Several parties have filed appeals of the FCC’s decision in the 2018 proceeding which have been consolidated and remain pending before the 8th Circuit Court of Appeals. 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.
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Our integrated and diversified products and solutions enable local, regional and national advertisers to target audiences across multiple platforms, including digital, mobile, social, video, streaming, e-commerce, radio and events.
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Townsquare Interactive, our subscription digital marketing services business, partners with SMBs to help manage their digital presence by providing a SAAS business management platform, website design, creation and hosting, search engine optimization and other digital services.
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Our portfolio includes local media brands such as WYRK.com , WJON.com and NJ101.5.com , and premier national music brands such as XXLmag.com , TasteofCountry.com , UltimateClassicRock.com , and Loudwire.com . We believe that our diversified product offering substantially differentiates us from our competition.
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And through our portfolio of local radio stations strategically situated outside the Top 50 markets in the United States, we provide effective advertising solutions for our clients and relevant local content for our audiences. We believe that our diversified product offering substantially differentiates us from our competition.
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Internally and externally, we position ourselves as a digital company that also owns powerful local radio assets.
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We generated Digital Advertising revenue of $158.6 million in 2024 and $150.3 million in 2023. • Digital Programmatic Advertising Platform. We offer precision customer targeting solutions to local, regional and national advertisers through our proprietary digital programmatic advertising platform.
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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.
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Additionally, through our Media Partnerships division, we now white-label our digital programmatic advertising services on a contracted basis to certain third parties. • Owned and Operated Platform.
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The platform enables SMBs to choose the optimal features for their specific business.
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To this end, Townsquare has also instituted diversity trainings for newly hired employees as well as ongoing trainings during employment. Townsquare's mission is to enhance the communities we serve and use our influential voices to improve and support all members of those communities.
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We deliver these solutions across desktop, mobile, connected TV, email, paid search and social media platforms utilizing display, video and native executions.
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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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In 2022, a Black Employee Resource Group, or B.E.R.G., was created with the mission to foster networking, professional development, mentoring and leadership opportunities with a focus on recruitment, retention, learning and development of Black people at Townsquare. Townsquare has also instituted diversity trainings for newly hired employees as well as ongoing trainings during employment.
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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.
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In addition, there is new proposed federal legislation that would prohibit radio and other advertising of online sports gambling businesses. If the proposed legislation were to become law, this prohibition could have an adverse impact on our business.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeDeclines in our stock price may limit our ability to use our common stock as consideration in acquisitions, or our interest or ability to consummate a public equity offering. In addition, the stock market has experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies.
Biggest changeMany of the factors above are beyond our control and may cause the market price of our common stock to decline, regardless of our financial performance and condition and prospects. Declines in our stock price may limit our ability to use our common stock as consideration in acquisitions, or our interest or ability to consummate a public equity offering.
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.
If our competitors’ products, services or platforms become more accepted than our solutions, or 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.
The proposed legislation has been the subject of considerable debate and activity by the radio broadcast industry and other parties that could be affected. We cannot predict whether any proposed legislation will become law.
That proposed legislation has been the subject of considerable debate and activity by the radio broadcast industry and other parties that could be affected. We cannot predict whether any proposed legislation will become law.
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.
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; 22 • 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.
This opt-out right, and similar opt-out rights in other effective and proposed state privacy laws, may have an adverse effect on our business by decreasing the availability and increasing the cost of data.
This opt-out right, and similar opt-out rights in other effective and proposed state privacy laws, may have an adverse effect on our business by decreasing the availability of and increasing the cost of data.
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.
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. On February 28, 2024, the board of directors increased the quarterly dividend to $0.1975 per share.
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.
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; • 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.
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.
In particular, we are required to certify our compliance with Section 404 of the Sarbanes-Oxley Act, which requires us to annually furnish a report by management on the effectiveness of our internal control over financial reporting. Remediation efforts, when necessary, place a significant burden on management and add increased pressure to our financial resources and processes.
Any future ransomware or other cyber-attack could disrupt our service delivery for an indeterminate period of time, as well as compromise or destroy personal and business-critical data and information within our control. Recovering from such an attack may require significant resources to restore business operations and our services, including personnel time and capital costs.
Any ransomware or other cyber-attack could disrupt our service delivery for an indeterminate period of time, as well as compromise or destroy personal and business-critical data and information within our control. Recovering from such an attack may require significant resources to restore business operations and our services, including personnel time and capital costs.
A disruption can be caused as a result of any number of events such as local disasters (accidental or environmental), weather events or wildfires (which may increase in frequency due to climate change), various acts of terrorism, war or armed conflict, power outages, major telecom and internet connectivity failures or satellite failures.
A disruption can be caused as a result of any number of events such as local disasters (accidental or environmental), weather events, extreme weather or wildfires (which may increase in frequency due to climate change), various acts of terrorism, war or armed conflict, power outages, major telecom and internet connectivity failures or satellite failures.
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.
As with many innovations, AI presents risks and challenges that could undermine or slow 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.
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 for full eight-year terms.
On rare 29 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 for full eight-year terms.
The FCC could also change its existing rules and policies to reduce the number of radio stations that we would be permitted to acquire in some markets. For these and other reasons, there can be no assurance that the FCC will approve potential future acquisitions that we deem material to our business.
The FCC could also change its existing rules and policies to 30 reduce the number of radio stations that we would be permitted to acquire in some markets. For these and other reasons, there can be no assurance that the FCC will approve potential future acquisitions that we deem material to our business.
Any determination to continue to pay dividends in the future will be at the discretion of our board of directors and will depend upon results of operations, financial condition, contractual restrictions, including agreements governing our indebtedness, any potential indebtedness we may incur, restrictions imposed by applicable law and other factors our board of directors deems relevant.
Any determination to continue to pay dividends in the future will be at the discretion of our board of directors and will depend upon results of operations, financial condition, 33 contractual restrictions, including agreements governing our indebtedness, any potential indebtedness we may incur, restrictions imposed by applicable law and other factors our board of directors deems relevant.
No network or system can ever be completely secure. Our failure to prevent such security breaches and cyber-attacks could subject us to liability, adversely affect our results of operations and damage our reputation. Our engagement of third-party service providers increases our exposure to security and data privacy risks.
No network or system can ever be completely secure. Our failure to prevent 28 such security breaches and cyber-attacks could subject us to liability, adversely affect our results of operations and damage our reputation. Our engagement of third-party service providers increases our exposure to security and data privacy risks.
In addition, the FCC has in the past asserted the authority to review levels of local radio market concentration as part of its acquisition approval process, even where proposed assignments would comply with the numerical limits on local radio station ownership in the FCC’s rules and the Communications Act.
In addition, the FCC has in the past asserted the authority to review levels of local radio market 25 concentration as part of its acquisition approval process, even where proposed assignments would comply with the numerical limits on local radio station ownership in the FCC’s rules and the Communications Act.
In addition, there can be no assurance that our digital technologies we use or develop will be adequate, or that we will be able to establish our proprietary right to the technologies we rely upon. The ability to grow Townsquare Interactive depends in large part on maintaining and expanding our subscriber base.
In addition, there can be no assurance that our 23 digital technologies we use or develop will be adequate, or that we will be able to establish our proprietary right to the technologies we rely upon. The ability to grow Townsquare Interactive depends in large part on maintaining and expanding our subscriber base.
Ratings for broadcast radio stations and traffic or visitors to a particular website are also factors that are weighed when advertisers determine which outlets to use and in determining the advertising rates that the outlet receives. Poor ratings or traffic levels can lead to a reduction in pricing and advertising revenue.
Ratings for broadcast radio stations and traffic or visitors to a particular website are also factors that are weighed when advertisers determine which outlets to use and in determining the advertising rates that the outlet receives. 24 Poor ratings or traffic levels can lead to a reduction in pricing and advertising revenue.
Accordingly, if you purchase shares, realization of a gain on your investment may depend on the appreciation of the price of our Class A common stock, which may never occur. 33 Anti-takeover provisions in our certificate of incorporation or bylaws may delay, discourage or prevent a change in control.
Accordingly, if you purchase shares, realization of a gain on your investment may depend on the appreciation of the price of our Class A common stock, which may never occur. Anti-takeover provisions in our certificate of incorporation or bylaws may delay, discourage or prevent a change in control.
In addition, we must comply with extensive FCC regulations and policies governing the ownership and operation of our radio stations. FCC regulations limit the number of radio stations that a licensee can own in a market, which could restrict our ability to consummate future transactions.
In addition, we must comply with extensive FCC regulations and policies governing the ownership and operation of our radio stations. FCC regulations currently limit the number of radio stations that a licensee can own in a market, which could restrict our ability to consummate future transactions.
Although we do not currently expect such divestitures to be material to our financial position or results of operations, no assurances can be provided that we would not be required to divest additional radio stations in connection with obtaining such approval, or that any such required divestitures would not be 30 material to our financial position or results of operations.
Although we do not currently expect such divestitures to be material to our financial position or results of operations, no assurances can be provided that we would not be required to divest additional radio stations in connection with obtaining such approval, or that any such required divestitures would not be material to our financial position or results of operations.
Risks Related to Technology New technologies could block our digital ads, and new restrictions on third-party cookies could harm our digital advertising business. 27 Technologies have been developed that can block the display of our ads and that provide tools to users to opt out of our advertising products.
Risks Related to Technology New technologies could block our digital ads, and new restrictions on third-party cookies could harm our digital advertising business. Technologies have been developed that can block the display of our ads and that provide tools to users to opt out of advertising products.
Our radio stations depend upon maintaining their broadcasting licenses issued by the FCC, which are currently issued for a 29 maximum term of eight years and are renewable. Interested parties may challenge a renewal application.
Our radio stations depend upon maintaining their broadcasting licenses issued by the FCC, which are currently issued for a maximum term of eight years and are renewable. Interested parties may challenge a renewal application.
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.
We believe our solutions are well positioned to serve the SMBs in markets outside the top 50 upon which we focus. However, if our 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.
The costs of compliance with, and other burdens imposed by CCPA and other privacy laws could have an adverse impact on our business, results of operations and financial condition.
The costs of compliance, and other burdens imposed by CCPA and other privacy laws could have an adverse impact on our business, results of operations and financial condition.
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.
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, political instability 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.
If we cannot make scheduled payments on our indebtedness, we will be in default under one or more of the agreements governing our indebtedness, and, as a result, we could be forced into bankruptcy or liquidation. Capital requirements necessary to operate our business or consummate acquisitions could pose risks. Our business requires a certain level of capital expenditures.
If we cannot make required payments on our indebtedness, we will be in default under one or more of the agreements governing our indebtedness, and, as a result, we could be forced into bankruptcy or liquidation. Capital requirements necessary to operate our business or consummate acquisitions could pose risks. Our business requires a certain level of capital expenditures.
The FCC vigorously enforces its indecency rules against the broadcasting industry as a whole and violations of these rules may result in fines or, in some instances, revocation of an FCC license. The FCC’s focus on the indecency regulatory scheme, against the broadcast industry generally, may encourage third parties to oppose our license renewal applications.
The FCC enforces its indecency rules against the broadcasting industry as a whole and violations of these rules may result in fines or, in some instances, revocation of an FCC license. The FCC’s historical focus on the indecency regulatory scheme, against the broadcast industry generally, may encourage third parties to oppose our license renewal applications.
As a result of our digital expansion efforts and third-party partnerships, the volume, sensitivity, and business importance of the information we collect and use is increasing. We collect this information directly from individuals, through passive tracking technology such as “cookies” and indirectly through third parties engaged to provide services on our behalf.
As a result of our digital expansion efforts and third-party partnerships, the volume, sensitivity, and business importance of the information we collect and use is increasing. We collect this information directly from individuals, through passive tracking technologies such as “cookies” and indirectly through third parties engaged to provide services on our behalf.
Our insurance coverage may not be adequate to cover all the costs related to such breaches or attacks. We rely on encryption and authentication technology licensed from third parties to provide the security and authentication necessary to effect secure online transmission of confidential consumer information.
Our insurance coverage may not comprehensively cover all the costs related to such breaches or attacks. We rely on encryption and authentication technology licensed from third parties to provide the security and authentication necessary to effect secure online transmission of confidential consumer information.
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.
Approximately 3.0% and 0.6% of our net revenue for the years ended December 31, 2024 and 2023, 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 are facing increasing scrutiny related to our environmental, social and governance (“ESG”) practices and requested disclosures by investors who are increasing using ESG screening criteria in making investment decisions. Our disclosures on these issues or a failure to satisfy evolving shareholder expectations for ESG practices and reporting may impact our reputation and relationships with investors.
We are facing increasing scrutiny related to our environmental, social and governance (“ESG”) practices and requested disclosures by investors who are increasing their use of ESG screening criteria in making investment decisions. Our disclosures on these issues or a failure to satisfy evolving shareholder expectations for ESG practices and reporting may impact our reputation and relationships with investors.
We cannot assure you that the market price of our Class A common stock will not fluctuate significantly in response to a number of factors, many of which we cannot control, including those described under “Risks Related to Economic Conditions and Our Business” and the following: • our announcement of earnings or operational guidance or changes to such guidance; • changes in financial estimates by any securities analysts who follow our Class A common stock, our failure to meet these estimates or failure of those analysts to initiate or maintain coverage of our Class A common stock; • publications of research reports about us or the industries in which we compete, and downgrades by any securities analysts who follow our Class A common stock or such industries; • future sales or buybacks of our common stock by us, significant stockholders or our other affiliates; • market conditions or trends in our industry or the economy as a whole and, in particular, in the advertising sales environment; • investors’ perceptions of our prospects; • announcements by us or our competitors of significant contracts, acquisitions, joint ventures or capital commitments; and • changes in key personnel. 32 Many of the factors above are beyond our control and may cause the market price of our common stock to decline, regardless of our financial performance and condition and prospects.
We cannot assure you that the market price of our Class A common stock will not fluctuate significantly in response to a number of factors, many of which we cannot control, including those described under “Risks Related to Economic Conditions and Our Business” and the following: • our announcement of earnings or operational guidance or changes to such guidance; • changes in financial estimates by any securities analysts who follow our Class A common stock, our failure to meet these estimates or failure of those analysts to initiate or maintain coverage of our Class A common stock; • publications of research reports about us or the industries in which we compete, and downgrades by any securities analysts who follow our Class A common stock or such industries; • future sales or buybacks of our common stock by us, significant stockholders or our other affiliates; • market conditions or trends in our industry or the economy as a whole and, in particular, in the advertising sales environment; • investors’ perceptions of our prospects; 32 • announcements by us or our competitors of significant contracts, acquisitions, joint ventures or capital commitments; and • changes in key personnel.
Our competitors may also be able to devote greater resources to the development, promotion, and sale of their software solutions and services.
AI may also permit our competitors to be able to devote greater resources to the development, promotion, and sale of their software solutions and services.
We may be required to expend capital and other resources to protect against such security breaches or cyber-attacks or to alleviate problems caused by such breaches or attacks. Our security measures are designed to protect against security breaches and cyber-attacks but may not be adequate, implemented properly, or appropriately complied with internally to prevent a security breach or cyber-attack.
We may be required to expend capital and other resources to protect against such security breaches or cyber-attacks or to alleviate problems caused by such breaches or attacks. Our security measures are designed to protect against security breaches and cyber-attacks but may not be expansive enough, implemented properly, or appropriately complied with to prevent a security breach or cyber-attack.
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.
Decisions by SMBs targeted by Townsquare Interactive, our digital marketing services business, to delay or reduce their spending based on economic conditions could slow our subscriber growth or increase our subscriber attrition.
Select business operations, including online advertising, analytics engines and data storage, rely on partnerships with third party service providers, the operations, practices, and processes of which are outside our control.
Select business operations, including online advertising, analytics engines and data storage, rely on partnerships with third party service providers, the operations, practices, and processes of which may be outside our control.
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, should one or more new PROs establish that we use compositions 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 sound recording performance royalties to record labels, recording artists, and other copyright holders for over-the-air broadcasting.
If actual market conditions and operational performance underlying the intangible assets were to deteriorate, or if facts and circumstances change that would more likely than not reduce the estimated fair value of the FCC licenses or goodwill below their adjusted carrying amounts, the Company may be required to recognize additional non-cash impairment charges in future periods, which could have a material impact on the Company’s business, financial condition and results of operations.
If actual market conditions and operational performance underlying the intangible assets were to deteriorate, or if facts and circumstances change that would more likely than not reduce the estimated fair value of the FCC licenses or goodwill below their adjusted carrying amounts, the Company may be required to recognize additional non-cash impairment charges in future periods, which could have a material impact on the Company’s business, financial condition and results of operations. 27 Refer to Note 5, Goodwill and Other Intangible Assets, Net for additional information.
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.
For example, we had political advertising revenue of $13.4 million and $2.9 million, during 2024 and 2023, 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.
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.
Through these and other proceedings, 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.
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, 2024, our FCC licenses and goodwill comprised approximately 25.9% and 26.3% 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.
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.
The use of AI by our business partners and advertisers may lead to novel risks, which could have a material adverse effect on our operations and reputation as well as that of our business partners and advertisers.
Such results could possibly require us to incur costs for defending against proceedings or paying regulatory fines or penalties and responding to such outcomes could consume considerable management focus and internal resources, decrease demand for our services, or increase the costs of, or otherwise limit, our ability to do business.
Such results could possibly require us to incur costs defending against proceedings or paying regulatory fines or penalties and responding to such outcomes could consume considerable management focus and internal resources, decrease demand for our services, or increase the costs of, or otherwise limit, our ability to do business. 31 New or changing privacy legislation or regulation could hinder the growth of our digital properties.
If third parties or our employees are able to penetrate our network security or otherwise misappropriate personal information or contact information of our customers, audience, business partners or advertisers, or if we give third parties or our employees improper access to such data, we could be subject to liability. This liability could include identity theft or other similar fraud-related claims.
If third parties or our employees are able to penetrate our network security or otherwise misappropriate personal information or contact information of our customers, audience, business partners or advertisers, or if we give third parties or our employees improper access to such data, we could be subject to liability.
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.
However, if adopted, 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.
New or changing privacy legislation or regulation could hinder the growth of our digital properties. 31 A variety of federal and state laws govern the collection, use, retention, sharing and security of consumer data that our digital properties use to operate certain services and to deliver certain advertisements to its customers, as well as the technologies used to collect such data.
A variety of federal and state laws govern the collection, use, retention, sharing and security of consumer data that our digital properties use to operate certain services and to deliver certain advertisements to its customers, as well as the technologies used to collect such data.
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.
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.
Furthermore, recent disclosures of major data breaches and company data collection, use and disclosure practices to which large segments of the consumer population have objected may result in both increased interest in U.S. federal data privacy legislation as well as changes to consumer privacy expectations and demands.
Furthermore, recent disclosures of major data breaches and company data collection, use and disclosure practices to which large segments of the consumer population have objected may result in increased interest in U.S. state and federal enforcement actions and in passing U.S. federal data privacy legislation.
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.
In addition, the FTC has adopted rules that, would ban most post-termination non-compete clauses and require employers to rescind existing ones. Those rules are stayed pending judicial review, but if upheld, these new rules could have a material adverse impact on our ability to retain key personnel. Artificial intelligence presents new risks and challenges to our business.
In the past, stockholders have instituted securities class action litigation following periods of market volatility. If we were involved in securities litigation, we could incur substantial costs, and our resources and the attention of management could be diverted from our business. We are subject to risks related to corporate social responsibility.
If we were involved in securities litigation, we could incur substantial costs, and our resources and the attention of management could be diverted from our business. We are subject to risks related to corporate social responsibility.
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.
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 consumers. 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.
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.
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.
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.
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 federal and state laws, as well as international laws concerning the use of AI.
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 and other sound recordings.
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, these royalties would increase the cost of music and other sound recordings. It is currently unknown what proposed legislation, if any, will become law.
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.
Risks Related to Our Financial Reporting and Accounting We have remediated several material weaknesses in our internal control over financial reporting in prior years.
We have limited or no control over the availability or acceptance of those technologies, and any change in the licensing terms, costs, availability, or user acceptance of these technologies could adversely affect our business. Certain components of our digital business depend on continued and unimpeded access to the internet by us and our audience.
We have limited or no control over the availability or acceptance of those technologies, and any change in the licensing terms, costs, availability, or user acceptance of these technologies could adversely affect our business.
We may continue to grow in part by acquiring radio stations, digital properties, live events or other businesses in the future. We cannot predict whether we will be successful in pursuing these acquisitions or what the consequences of these acquisitions will be.
We may continue to grow in part by acquiring radio stations, digital properties or other businesses in the future. We cannot predict whether we will be successful in pursuing these acquisitions or what the consequences of these acquisitions will be. Any acquisitions in the future may be subject to various conditions, such as compliance with FCC and antitrust regulatory requirements.
The number and scale of cyber-attacks causing significant business disruptions, such as global ransomware attacks, are increasing and could pose a risk to our ability to deliver our services and operate our business.
We could also be subject to regulatory enforcement actions or private rights of action in certain jurisdictions. The number and scale of cyber-attacks causing significant business disruptions, such as global ransomware attacks, are increasing and could pose a risk to our ability to deliver our services and operate our business.
Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of our indebtedness, which would have a material adverse effect on our business.
Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of our indebtedness, which would have a material adverse effect on our business. The Senior Secured Credit Facility matures on February 19, 2030 and, under certain circumstances, will be subject to mandatory prepayments.
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.
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.
Such shifts may restrict our ability to collect and/or process personal information in a particular way or derive economic value from personal, and even non-personal, information.
Highly publicized data security and privacy incidents or lawsuits in even unrelated industries may result in changes to consumer privacy expectations and demands. Such shifts may restrict our ability to collect and/or process personal information in a particular way or derive economic value from personal, and even non-personal, information.
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.
If we experience additional material weaknesses in the future, our business may be harmed. 26 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.
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.
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 disruption, compromise, or breach of our systems or data due to a cybersecurity threat or incident could adversely affect our business.
This liability could also include claims for other misuses or losses of personal information, including for unauthorized marketing purposes. Even in the absence of bad actors, unidentified vulnerabilities or glitches in our systems could result in loss of business-critical data or otherwise compromise the confidentiality, integrity or availability of such data.
Even in the absence of bad actors, unidentified vulnerabilities or glitches in our systems could result in the loss of business-critical data or otherwise compromise the confidentiality, integrity or availability of such data. Other liabilities could include claims alleging misrepresentation of our privacy and data security practices.
Additionally, we are required to comply with the CCPA, which requires us to update both our internal and external policies and procedures to meet our compliance obligations under CCPA. Compliance with CCPA may require that we change or amend activities that involve personal information, which may impact business operations or our ability to effectively use personal information in our control.
Compliance with CCPA may require that we change or amend activities that involve personal information, which may impact business operations or our ability to effectively use personal information in our control.
We may incur substantial additional amounts of indebtedness, as well as incur significant non-debt obligations, which could further exacerbate the risks associated with such indebtedness. Our substantial indebtedness could have other significant effects on our business.
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. We may incur substantial additional amounts of indebtedness, as well as incur significant non-debt obligations, which could further exacerbate the risks associated with such indebtedness.
(“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.
(“GMR”), for the performance of musical compositions on our radio stations and websites. We also pay royalties to SoundExchange for digital public performance of sound recordings in connection with the streaming of music. Royalty rates are subject to periodic 21 adjustment and proceedings are currently underway in which certain PROs and SoundExchange are seeking increased royalties.
The failure of our third-party service providers to adequately protect the personal information we 28 process could result in a security breach of such personal information, potentially exposing us to the liability of a data breach or mishandling of personal information.
The failure of our third-party service providers to adequately protect the personal information we process could result in a security breach of such personal information, potentially exposing us to business interruption, lost revenue, ransom payments, remediation costs, liabilities to affected parties, cybersecurity protection costs, lost assets, litigation, regulatory scrutiny and actions, reputational harm, customer dissatisfaction, harm to our vendor relationships, or loss of market share.
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.
As of December 31, 2024, we had $465.8 million of outstanding indebtedness, net of deferred financing costs of $1.7 million, with a 2025 cash interest expense requirement of approximately $16.1 million.
Removed
Interest is payable on our $550.0 million aggregate principal amount of 6.875% senior secured notes due 2026 (the “2026 Notes”) semi-annually in cash in arrears on February 1 st and August 1 st of each year.
Added
On February 19, 2025 we entered into a credit agreement (the “Credit Agreement”) with Bank of America, N.A., as administrative agent and collateral agent and the lenders and financial institutions party thereto, that contemplated a five-year $470 million senior secured term loan facility (the “Term Loan Facility”) and a five-year $20 million senior secured revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Senior Secured Credit Facility”).
Removed
Any acquisitions in the future may be subject to various conditions, such as compliance with FCC and antitrust regulatory requirements.
Added
We used the approximately $453 million of net proceeds from the Senior Secured Credit Facility (after giving effect to original issue discount, fees, expenses and the $10 million of the Revolving Credit Facility drawn at closing), together with cash on hand, to redeem the $467.4 million aggregate principal amount outstanding of the 6.875% senior secured notes due 2026.
Removed
Refer to Note 6, Goodwill and Other Intangible Assets, Net for additional information.
Added
Our substantial indebtedness could have other significant effects on our business.
Removed
Other liabilities could include claims alleging misrepresentation of our privacy and data security practices. We could also be subject to regulatory or private rights of action in certain jurisdictions.
Added
Our business depends on the availability, reliability, and security of our information systems, networks, data, and intellectual property. Any disruption, compromise, or breach of our systems could interrupt or damage our operations, harm our reputation, and adversely affect our competitive position.
Removed
Internet access providers may be able to block, degrade, or charge for access to certain of our products and services, which could lead to additional expenses and the loss of our audience and advertisers.
Added
This liability could include identity theft or other similar fraud-related claims, as well as claims that we failed to uphold our contractual obligations or legal duties to protect the privacy and confidentiality of our business partners and other stakeholders. This liability could also include claims for other misuses or losses of personal information, including for unauthorized marketing purposes.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest changeIn 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. 34
Biggest changeIn some cases, we lease the equipment in addition to our owned equipment. 34 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, and continuously evaluate how to optimize our capital allocation as it relates to our properties.
The 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.
The 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, 2024, 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.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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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, 2023.
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, 2024.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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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.
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.
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.
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, 2024.
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.
In February of 2024, the board of directors approved a quarterly dividend of $0.1975 per share and subsequently paid equivalent dividends in the second, third and fourth quarters of 2024, and the first quarter of 2025. Each quarterly dividend payment was approximately $3 million in the aggregate.
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.
Holders On March 11, 2025, the Company had 121 Class A common stockholders of record, 5 Class B common stockholders of record and 1 Class C common stockholder of record. A substantially greater number of holders are beneficial owners whose shares are held of record by banks, brokers and other financial institutions.
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.
On March 13, 2025, the board of directors approved a quarterly dividend of $0.20 per share. The dividend will be paid to holders of record as of April 17, 2025 on May 1, 2025.

Item 7. Management's Discussion & Analysis

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

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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.
Biggest changeOur Subscription Digital Marketing Solutions segment reported operating income of $18.4 million, a decrease of $2.9 million from 2023, due to the $6.9 million decrease in net revenue, partially offset by a $5.0 million decrease in direct operating expenses. 39 Consolidated Results of Operations Year ended December 31, 2024 compared to year ended December 31, 2023 The following table summarizes our historical consolidated results of operations: ($ in thousands) Year Ended December 31, Statement of Operations Data: 2024 2023 $ Change % Change Net revenue $ 450,982 $ 454,231 $ (3,249) (0.7) % Operating costs and expenses: Direct operating expenses, excluding depreciation, amortization, and stock-based compensation 326,782 329,197 (2,415) (0.7) % Depreciation and amortization 19,667 19,200 467 2.4 % Corporate expenses 23,815 25,023 (1,208) (4.8) % Stock-based compensation 17,171 8,033 9,138 113.8 % Transaction and business realignment costs 4,905 1,169 3,736 319.6 % Impairment of intangible assets, investments, goodwill, and long-lived assets 37,714 90,578 (52,864) (58.4) % Net (gain) loss on sale and retirement of assets (765) 170 (935) ** Total operating costs and expenses 429,289 473,370 (44,081) (9.3) % Operating income (loss) 21,693 (19,139) 40,832 ** Other expense (income): Interest expense, net 36,226 37,249 (1,023) (2.7) % Loss (gain) on repurchases of debt 46 (1,249) 1,295 ** Other income, net (4,958) (5,975) 1,017 (17.0) % Loss from operations before tax (9,621) (49,164) 39,543 (80.4) % Income tax provision (benefit) 1,307 (6,142) 7,449 ** Net loss $ (10,928) $ (43,022) $ 32,094 (74.6) % The following table presents the Company's reportable segment net revenue, direct operating expenses, and profit for each of the years ended December 31, 2024 and 2023, respectively (in thousands): Net Revenue Direct Operating Expenses Segment Profit For the Year Ended December 31, $ % For the Year Ended December 31, $ % For the Year Ended December 31, $ % 2024 2023 Change Change 2024 2023 Change Change 2024 2023 Change Change Digital Advertising $ 158,615 $ 150,276 $ 8,339 5.5 % $ 117,916 $ 104,381 $ 13,535 13.0 % $ 40,699 $ 45,895 $ (5,196) (11.3) % Subscription Digital Marketing Solutions 75,343 82,220 (6,877) (8.4) % 53,930 58,973 (5,043) (8.6) % 21,413 23,247 (1,834) (7.9) % Broadcast Advertising 208,964 211,725 (2,761) (1.3) % 147,136 156,056 (8,920) (5.7) % 61,828 55,669 6,159 11.1 % Other 8,060 10,010 (1,950) (19.5) % 7,800 9,787 (1,987) (20.3) % 260 223 37 16.6 % Total $ 450,982 $ 454,231 $ (3,249) (0.7) % $ 326,782 $ 329,197 $ (2,415) (0.7) % $ 124,200 $ 125,034 $ (834) (0.7) % Net Revenue Net revenue for the year ended December 31, 2024 decreased by $3.2 million, or 0.7%, as compared to the same period in 2023.
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.
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, dividend payments, and other funding requirements for at least one year from the date of this report.
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.
However, our ability to fund our working capital needs, debt payments, dividend payments, other obligations, capital expenditures, and to comply with financial covenants under our debt agreements, depends on our future operating performance and cash flow, which are in turn subject to prevailing economic conditions, increases or decreases in advertising spending, changes in the highly competitive industry in which we operate, which may be rapid, and other factors, many of which are beyond our control.
Indefinite-lived intangible assets We test for impairment of our indefinite-lived intangible assets on an annual basis, as of December 31st, or when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. The most significant intangible asset we have is our FCC licenses, which have been deemed to have an indefinite life.
Indefinite-lived intangible assets 46 We test for impairment of our indefinite-lived intangible assets on an annual basis, as of December 31st, or when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. The most significant intangible asset we have is our FCC licenses, which have been deemed to have an indefinite life.
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, 45 among other items.
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.
In the event broadcast revenue experiences actual or anticipated declines, such declines will have a negative impact on the estimated fair value of our FCC licenses, and the Company could recognize additional impairment charges, which could be material.
In the event broadcast revenue experiences actual or 41 anticipated declines, such declines will have a negative impact on the estimated fair value of our FCC licenses, and the Company could recognize additional impairment charges, which could be material.
Our primary sources of net revenue are the sale of digital and broadcast advertising solutions on our owned and operated websites, radio stations’ online streams and mobile applications, and on third party websites through our in-house digital programmatic advertising platform.
Our primary sources of net revenue are the sale of digital and broadcast advertising solutions on our owned and operated websites, radio stations’ online streams and mobile applications, radio stations, and on third party websites through our in-house digital programmatic advertising platform.
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.
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 by various services on a periodic basis.
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.
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 endeavor to develop strong audience loyalty and believe that the original, local content on our websites, and the employment of local personalities on our radio stations contribute to our ability to retain and grow our audience.
We endeavor to develop strong audience loyalty and believe that the original, 37 local content on our websites, and the employment of local personalities on our radio stations contribute to our ability to retain and grow our audience.
For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant tax authority. For further discussion of valuation allowances and uncertain tax positions, see Note 10, Income Taxes, in our Notes to Consolidated Financial Statements.
For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant tax authority. For further discussion of valuation allowances and uncertain tax positions, see Note 9, Income Taxes, in our Notes to Consolidated Financial Statements.
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.
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 and Townsquare Interactive reporting units to decline, resulting in a decrease in the fair value in excess of their respective carrying values by approximately 4%, 6%, 8%, and 8%, respectively.
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.
Our digital marketing solutions include a SAAS business management platform, 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.
For further discussion of impairment charges, see Note 6, Goodwill and Other Intangible Assets, Net, in our Notes to Consolidated Financial Statements.
For further discussion of impairment charges, see Note 5, Goodwill and Other Intangible Assets, Net, in our Notes to Consolidated Financial Statements.
The increase in net cash used in financing activities was primarily due to a $16.4 million increase in stock repurchases, $6.8 million of incremental repurchases of 2026 Notes in 2023 as compared to 2022, and dividend payments of $9.3 million in 2023, partially offset by an increase in proceeds from stock options exercised.
The increase in net cash used in financing activities was primarily due to $10.4 million of incremental repurchases of 2026 Notes in 2024 as compared to 2023, a $6.9 million increase in stock repurchases, and a $3.0 million increase in dividend payments, partially offset by an increase in proceeds from stock options exercised.
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.
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, 2024, we recorded $17.4 million of capital expenditures, which represented 3.9% of net revenue during the same period.
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.
Our Broadcast Advertising net revenue decreased $2.8 million, or 1.3%, due to decreases in the purchases of advertising by our clients. Our Subscription Digital Marketing Solutions net revenue decreased $6.9 million, or 8.4% as compared to the year ended December 31, 2023, due to a reduction in net subscribers.
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.
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 February 27, 2025, U.S. GDP increased 2.8% for the year ended December 31, 2024.
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.
For example, keeping all other assumptions constant, a 100-basis point increase in the weighted average cost of capital as of the date of our last quantitative assessment performed as of December 31, 2024 would have caused the estimated fair values of our FCC licenses to decrease by $21.1 million which would have resulted in an additional impairment charge of $1.2 million.
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.
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 $12.6 million which would have resulted in a further impairment charge of $4.0 million as of December 31, 2024.
We evaluate the need for valuation allowances to reduce the deferred tax assets to realizable amounts. Management evaluates all positive and negative evidence and uses judgment regarding past and future events, including operating results, to help determine when it is more likely than not that all or some portion of the deferred tax assets may not be realized.
Management evaluates all positive and negative evidence and uses judgment regarding past and future events, including operating results, to help determine when it is more likely than not that all or some portion of the deferred tax assets may not be realized.
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.
Impairment of Intangible Assets, Investments, Goodwill and Long-Lived Assets The Company recorded total impairment charges of $37.7 million related to intangible assets, investments, goodwill, and long-lived assets during the year ended December 31, 2024, as compared to $90.6 million in total impairment charges during the year ended December 31, 2023.
Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards.
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards.
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.
We recorded total impairment charges of $30.9 million related to FCC licenses in 27 of our 74 local markets during the year ended December 31, 2024, as compared to $70.9 million of impairment charges related to FCC licenses in 36 of our 74 local markets during the year ended December 31, 2023.
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.
The Company wrote-off approximately $0.2 million of unamortized deferred financing costs, recognizing an immaterial total net loss in connection with the voluntary repurchases of its 2026 Notes. The repurchased notes were canceled by the Company.
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.
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, 2024, the Company has recorded $35.8 million of valuation allowance against its interest expense carryforwards, net operating losses and tax credit carry forwards.
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.
Financing Activities Net cash used in financing activities was $67.4 million for the year ended December 31, 2024, as compared to $46.6 million for the same period in 2023.
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.
For further discussion, see Note 5, Goodwill and Other Intangible Assets, Net in the Notes to Consolidated Financial Statements. During the year ended December 31, 2024, the Company recorded total impairment charges of $2.0 million related to certain of its equity securities, which are measured at cost minus impairment.
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 Subscription Digital Marketing Solutions net revenue decreased $6.9 million, or 8.4%, and our Broadcast Advertising net revenue decreased $2.8 million, or 1.3%, as compared to the year ended December 31, 2023. Our Other net revenue decreased $2.0 million, or 19.5% as compared to 2023.
See Note 7, Investments, in the Notes to the Consolidated Financial Statements for further discussion related to this investment. Sale of Digital Assets During the year ended December 31, 2023, the Company sold its digital assets with a carrying value of $2.1 million, recognizing a gain on the sale of $0.8 million.
Sale of Digital Assets During the year ended December 31, 2023, the Company sold its digital assets with a carrying value of $2.1 million, recognizing a gain on the sale of $0.8 million. For further discussion, see Note 5, Goodwill and Other Intangible Assets, Net in the Notes to Consolidated Financial Statements.
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.
Highlights of Our Financial Performance Certain key financial developments in our business for the year ended December 31, 2024 as compared to 2023 are summarized below: • Net revenue for the year ended December 31, 2024, decreased $3.2 million, or 0.7%, as compared to the year ended December 31, 2023.
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.
Interest Expense, net The following table illustrates the components of our interest expense, net for the periods indicated (in thousands): Year Ended December 31, 2024 2023 2026 Notes $ 33,621 $ 35,534 Capital leases and other 1,179 1,350 Deferred financing costs 2,077 2,086 Interest income (651) (1,721) Interest expense, net $ 36,226 $ 37,249 42 Loss (Gain) on Repurchase of Debt During the year ended December 31, 2024, the Company voluntarily repurchased an aggregate $36.2 million principal amount of its 2026 Notes, plus accrued interest.
On November 6, 2023, the board of directors approved a quarterly dividend of $0.1875 per share. The $3.1 million dividend was paid to holders of record as of January 2, 2024 on February 1, 2024. On February 28, 2024, the board of directors approved a quarterly dividend of $0.1975 per share.
On October 28, 2024, the board of directors approved a quarterly dividend of $0.1975 per share. The $3.1 million dividend was paid to holders of record as of January 21, 2025 on February 1, 2025. On March 13, 2025, the board of directors approved a quarterly dividend of $0.20 per share.
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.
See the indicated Notes to Consolidated Financial Statements for additional details related to these and other matters affecting our liquidity and commitments. 45 2025 Financing Transactions Note 14 Long-Term Debt Note 7 Lease and Other Commitments Note 8 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.
We also routinely monitor the changes in the financial condition of our customers and the potential impact on our results of operations. Other Liquidity Matters Below is a summary of additional liquidity matters. See the indicated Notes to Consolidated Financial Statements for additional details related to these and other matters affecting our liquidity and commitments.
We also routinely monitor the changes in the financial condition of our customers and the potential impact on our results of operations. Other Liquidity Matters Below is a summary of additional liquidity matters.
The fair values of restricted stock awards are determined based on the fair market value of our common stock at the time of grant. We estimate the fair value of option awards using the Black-Scholes or Monte Carlo option-pricing models for service and market-based options, respectively.
We estimate the fair value of option awards using the Black-Scholes or Monte Carlo option-pricing models for service and market-based options, respectively. We estimate the fair value of the ESPP based on the estimated grant-date fair value determined using the Black-Scholes model.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
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.
These decreases were partially offset by an increase in stock-based compensation of $9.1 million, a $3.7 million increase in transaction and business realignment costs and the $3.2 million decrease in net revenue discussed above. • Our Broadcast Advertising segment reported operating income of $19.0 million, compared to an operating loss of $33.8 million for the year ended December 31, 2023, due to a decrease in total non-cash impairment charges of $43.1 million and an $8.9 million decrease in direct operating expenses, partially offset by the $2.8 million decrease in net revenue.
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.
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 not have resulted in goodwill impairment charges for the year ended December 31, 2024.
This cash flow stream is discounted to arrive at a value for the FCC license. The key assumptions using the greenfield method are market revenue growth rates, market share, profit margin and duration and profile of the build-up period, the risk-adjusted discount rate and terminal values.
This cash flow stream is discounted to arrive at a value for the FCC license. The key assumptions using the Greenfield method are market revenue growth rates, market share, profit margin and the risk-adjusted discount rate. This data is populated using industry normalized information representing an average FCC license within a market.
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.
Our effective tax rate may vary significantly from period to period, and can be influenced by many factors. These factors include, but are not limited to, changes to statutory rates in the jurisdictions where we have operations and changes in the valuation of deferred tax assets and liabilities.
The 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.
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 decreases in third-party forecasts of broadcast revenues. Unfavorable changes in key assumptions utilized in the impairment assessment of our FCC licenses may affect future testing results.
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.
The dividend will be paid to holders of record as of April 17, 2025 on May 1, 2025. During the year ended December 31, 2024, the Company voluntarily repurchased an aggregate $36.2 million principal amount of its 2026 Notes, plus accrued interest.
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.
These decreases were largely offset by an $8.3 million, or 5.5%, increase in our Digital Advertising net revenue. • Excluding revenue related to political advertising of $13.4 million and $2.9 million for the years ended December 31, 2024 and 2023, respectively, net revenue decreased $13.8 million, or 3.0% to $437.6 million, Broadcast Advertising net revenue decreased $12.6 million, or 6.1%, to $196.4 million, and Digital Advertising net revenue increased $7.7 million, or 5.1%, to $157.8 million. • Operating income increased $40.8 million to $21.7 million for the year ended December 31, 2024, as compared to an operating loss of $19.1 million for the year ended December 31, 2023.
We monitor economic conditions closely, and in response to observed or anticipated reductions in revenue, we may institute precautionary measures to address the potential impact to our consolidated financial position, consolidated results of operations, and liquidity, including wage reduction efforts and controlling non-essential capital expenditures.
We monitor economic conditions closely, and in response to observed or anticipated reductions in revenue, we may institute precautionary measures to address the potential impact to our consolidated financial position, consolidated results of operations, and liquidity, including wage reduction efforts and controlling non-essential capital expenditures. 38 The extent of the impact of current economic conditions will depend on future actions and outcomes, all of which remain fluid and cannot be predicted with confidence (including effects on advertising activity, consumer discretionary spending and our employees in the markets in which we operate).
On June 16, 2023, the Company repurchased 1.5 million shares of the Company’s Class C common stock in the aggregate amount of $14.6 million from MSG National Properties, LLC ("MSG"). The shares were retired upon repurchase.
On April 1, 2024, the Company repurchased 1.5 million shares of the Company’s Class A common stock in the aggregate amount of $14.6 million from MSG National Properties, LLC (“MSG”). The shares were retired upon repurchase. Additionally, the Company repurchased 0.8 million shares of Class A common stock for approximately $9.0 million during the year ended December 31, 2024.
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.
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. We are focused on and will continue to monitor our liquidity. As of December 31, 2024, we had $465.8 million of outstanding indebtedness, net of deferred financing costs of $1.7 million.
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.
Our Digital Advertising segment reported operating income of $37.3 million, a decrease of $7.6 million from 2023, due to a $13.5 million increase in direct operating expenses, partially offset by an $8.3 million increase in net revenues.
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.
This decrease was primarily related to changes in working capital balances, particularly prepaid and accrued expenses. Investing Activities Net cash used in investing activities was $9.9 million for the year ended December 31, 2024, as compared to $3.6 million for the same period in 2023.
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.
During the third quarter of 2024, the Company concluded that the carrying amount of the Live Events reporting unit exceeded its fair value, resulting in the recognition of a further non-cash goodwill impairment charge of $1.7 million, resulting in a total of $4.4 million of non-cash goodwill impairment charges during the year ended December 31, 2024.
Unfavorable changes in key assumptions utilized in the impairment assessment of our FCC licenses may affect future testing results.
Unfavorable changes in certain of these key assumptions may affect future testing results.
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.
See Note 6, Investments , in our Notes to Consolidated Financial Statements for further discussion related to this investment. Income tax provision (benefit) We recognized an income tax provision of $1.3 million for the year ended December 31, 2024 as compared to a benefit from income taxes of $6.1 million for 2023.
Our Broadcast Advertising direct operating expenses for the year ended December 31, 2023 increased $0.7 million, or 0.5%, as compared to 2022.
Our Broadcast Advertising direct operating expenses for the year ended December 31, 2024 decreased $8.9 million, or 5.7%, as compared to 2023, primarily due to lower compensation costs. Our Subscription Digital Marketing Solutions direct operating expenses decreased $5.0 million, or 8.6%, as compared to the same period in 2023.
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.
Our Digital Advertising direct operating expenses increased $13.5 million, or 13.0%, primarily driven by higher inventory and compensation costs, as well as an increase in bad debt, each as compared to 2023. Segment Profit Segment profit for the year ended December 31, 2024 decreased by $0.8 million, or 0.7%, when compared with the same period in 2023, essentially flat.
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.
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) 2024 2023 Cash and cash equivalents $ 32,990 $ 61,046 Restricted cash — 503 Cash provided by operating activities $ 48,748 $ 67,827 Cash used in investing activities (9,927) (3,569) Cash used in financing activities (67,380) (46,622) Net (decrease) increase in cash and cash equivalents $ (28,559) $ 17,636 Operating Activities Net cash provided by operating activities was $48.7 million for the year ended December 31, 2024, as compared to $67.8 million for the same period in 2023.
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 .
The projections incorporated into our license valuations take into consideration the then current economic conditions. 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.
Stock-based compensation expense is recognized as the equity awards vest or on derived service period. We account for forfeitures as a reduction of compensation cost in the period when such forfeitures occur. For further discussion on the fair value of option awards, see Note 11, Equity, in our Notes to Consolidated Financial Statements.
These models require assumptions including the fair value of our common stock, expected volatility, expected term of the award, exercise timing, expected dividend yield and risk-free interest rate. Stock-based compensation expense is recognized as the equity awards vest or on derived service period. We account for forfeitures as a reduction of compensation cost in the period when such forfeitures occur.
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.
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. The fair values of restricted stock awards are determined based on the fair market value of our common stock at the time of grant.
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.
The increase in net cash used in investing activities was primarily due to cash proceeds of $3.0 million related to the sales of digital assets in 2023 that did not reoccur in 2024, a $2.5 million increase in purchases of property and equipment, and a $0.6 million decrease in proceeds from the sale of assets and investment related transactions.
The Company recorded an impairment charge of $1.2 million related to one of our investments during the year ended December 31, 2022. For further discussion, see Note 7, Investments, in the Notes to Consolidated Financial Statements.
The Company recorded total impairment charges of $14.5 million related to certain of its investment securities during 2023. For further discussion, see Note 6, Investments, in the Notes to Consolidated Financial Statements.
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.
Unrealized (Gain) Loss on Investment Other (income) expense, net includes unrealized losses related to measuring the fair value of one of the Company's former investees that was sold during 2024.
In addition, we benefit from certain tax attributes that generate tax deductions which have historically limited the amount of cash taxes we pay.
In addition, we benefit from certain tax attributes that generate tax deductions which have historically limited the amount of cash taxes we pay. OVERVIEW OF OUR PERFORMANCE Changes in our Business Macroeconomic Indicators Current economic challenges, including high and sustained inflation and interest rates have caused and could continue to cause economic uncertainty and volatility.
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.
Based on the terms of our 2026 Notes and the Credit Agreement, as of December 31, 2024, we expect our debt service requirements to be approximately $60.0 million over the next twelve months. 44 As of December 31, 2024, we had $33.0 million of cash and cash equivalents, $60.6 million of receivables from customers, which historically have had an average collection cycle of approximately 50 days.
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.
Stock-based Compensation Stock-based compensation expense for the year ended December 31, 2024 increased $9.1 million, or 113.8%, due to $4.6 million in expense recognized related to the cash settlement of options, $3.8 million of expense recognized for the stock bonus program and due to grants during the fourth quarter of 2023 and the first quarter of 2024.
OUR BUSINESS Townsquare is a community-focused digital media and marketing solutions company with market leading local radio stations, principally focused outside the top 50 markets in the U.S. Our integrated and diversified products and solutions enable local, regional and national advertisers to target audiences across multiple platforms, including digital, mobile, social, video, streaming, e-commerce, radio and events.
OUR BUSINESS Townsquare is a community-focused digital and broadcast media and marketing solutions company principally focused outside the top 50 markets in the U.S.
Other (Income) Expense, Net Realized Gain on Investment 42 During the year ended December 31, 2023, one of the Company's investments was acquired in a private transaction. The Company recognized a $5.2 million gain on the transaction, based on total consideration received in the amount of $6.0 million.
During the twelve months ended December 31, 2023, one of the Company's investees was acquired as a result of a private transaction. The Company recognized a $5.2 million gain on the transaction. See Note 6, Investments, in the Notes to the Consolidated Financial Statements for further discussion related to these investments.
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.
Operating income increased due to a decrease in total non-cash impairment charges of $52.9 million and a $3.6 million decrease in direct operating and corporate expenses.
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.
During the second quarter of 2024, the Company concluded that the carrying amount of the National Digital and Live Events reporting units exceeded their fair values, resulting in the recognition of a non-cash goodwill impairment charges of $1.8 million and $0.9 million, respectively.
Additionally, the Company repurchased approximately 0.2 million shares of Class A common stock for approximately $2.1 million, during the twelve months ended December 31, 2023. 44 Our anticipated uses of cash in the near term include working capital needs, interest payments, dividend payments, other obligations, and capital expenditures.
A total of $11.5 million was paid in connection with the cash settlement of 3.2 million options during the year ended December 31, 2024. Our anticipated uses of cash in the near term include working capital needs, interest payments, dividend payments, excess cashflow payments that may be required under the terms of the Credit Agreement, other obligations, and capital expenditures.
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.
These decreases were partially offset by a $8.3 million, or 5.5%, increase in our Digital Advertising net revenue due to purchases of new advertising. 40 Direct Operating Expenses Direct operating expenses for the year ended December 31, 2024 decreased by $2.4 million, or 0.7%, when compared with the same period in 2023.
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.
Our effective tax rate was approximately 13.6% for the year ended December 31, 2024 as compared to 12.5% for the year ended December 31, 2023. The increase in the effective tax rate is primarily driven by an increase in the valuation allowance for interest expense carryforwards and certain non-deductible items.
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.
For further discussion, see Note 10, Stockholders' Deficit, in the Notes to Consolidated Financial Statements. Transaction and Business Realignment Costs Transaction and business realignment costs for the year ended December 31, 2024 increased $3.7 million, or 319.6%, as compared to 2023, due to local market operational cost reduction efforts.
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.
The decrease was primarily driven by lower compensation costs and lower bad debt expense. Other direct operating expense decreased $2.0 million, or 20.3%, due to the elimination of low profit events.
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.
Townsquare Ignite, our robust digital advertising division, specializes in helping businesses of all sizes connect with their target audience through data-driven, results based strategies, by utilizing a) our proprietary digital programmatic advertising technology stack with an in-house demand and data management platform and b) our 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.
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.
For further discussion on key assumptions utilized in the Greenfield method, see Note 2, Summary of Significant Accounting Policies - Intangible Assets . For further discussion of impairment charges, see Note 5, Goodwill and Other Intangible Assets, Net, in our Notes to Consolidated Financial Statements.
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.
Broadcast Advertising segment profit for the year ended December 31, 2024 increased $6.2 million, or 11.1%, as compared to 2023, primarily due to lower compensation, which offset the declines in traditional broadcast revenue.
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Our portfolio includes local media brands such as WYRK.com , WJON.com and NJ101.5.com , and premier national music brands such as XXLmag.com , TasteofCountry.com , UltimateClassicRock.com , and Loudwire.com .
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Townsquare Interactive, our subscription digital marketing services business, partners with SMBs to help manage their digital presence by providing a SAAS business management platform, website design, creation and hosting, search engine optimization and other digital services.
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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.
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And through our portfolio of local radio stations strategically situated outside the Top 50 markets in the United States, we provide effective advertising solutions for our clients and relevant local content for our audiences.

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