Townsquare Media Files 2023 10-K

TL;DR

<b>Townsquare Media, Inc. has filed its 2023 10-K annual report detailing its financial performance and operations.</b>

AI Summary

Townsquare Media, Inc. (TSQ) filed a Annual Report (10-K) with the SEC on March 15, 2024. Townsquare Media, Inc. filed its annual 10-K report for the fiscal year ending December 31, 2023. The filing covers the period from January 1, 2023, to December 31, 2023. The company's principal business is Radio Broadcasting Stations. Townsquare Media, Inc. is incorporated in Delaware. The filing was submitted on March 15, 2024.

Why It Matters

For investors and stakeholders tracking Townsquare Media, Inc., this filing contains several important signals. This 10-K provides a comprehensive overview of Townsquare Media's financial health and strategic positioning for the past fiscal year, crucial for investors assessing its current value and future prospects. Understanding the details within this filing is essential for stakeholders to evaluate the company's performance against its peers and its own historical data, particularly in the dynamic radio broadcasting industry.

Risk Assessment

Risk Level: — Townsquare Media, Inc. shows moderate risk based on this filing. The company operates in the radio broadcasting industry, which is subject to significant regulatory oversight and evolving technological landscapes, posing potential risks to revenue and market share.

Analyst Insight

Investors should review the detailed financial statements and risk factors in the 10-K to assess Townsquare Media's performance and outlook in the radio broadcasting sector.

Key Numbers

• 2023-12-31 — Fiscal Year End (The end date of the reporting period)
• 2024-03-15 — Filing Date (The date the 10-K was filed)

Key Players & Entities

• Townsquare Media, Inc. (company) — Filer and subject of the report
• 2023 (date) — Fiscal year end
• December 31, 2023 (date) — Conformed period of report
• March 15, 2024 (date) — Filed as of date
• Delaware (jurisdiction) — State of incorporation
• 4832 (sic_code) — Standard Industrial Classification for Radio Broadcasting Stations

FAQ

Risk Factors

• Regulatory Compliance [medium — regulatory]: The company must comply with FCC regulations and other broadcast laws, which can change and impact operations.
• Advertising Market Fluctuations [high — market]: Revenue is heavily dependent on advertising spending, which can be cyclical and affected by economic conditions.
• Technological Changes [medium — operational]: The media landscape is evolving with digital platforms, requiring adaptation to maintain audience engagement and revenue streams.

Industry Context

Townsquare Media operates in the radio broadcasting industry, a sector characterized by local advertising sales and increasing competition from digital media platforms.

Regulatory Implications

The company is subject to regulations by the Federal Communications Commission (FCC), which governs broadcast licenses and operational standards.

What Investors Should Do

1. Analyze the company's revenue streams and growth trends for the fiscal year 2023.
2. Review the risk factors section for potential impacts on future operations and profitability.
3. Compare Townsquare Media's financial performance against industry benchmarks and competitors.

Key Dates

• 2023-12-31: Fiscal Year End — Marks the end of the reporting period for the 10-K.
• 2024-03-15: 10-K Filing Date — The date Townsquare Media submitted its annual report.

Year-Over-Year Comparison

This filing represents the annual 10-K for the fiscal year ending December 31, 2023, providing updated financial and operational data compared to previous filings.

Key Financial Figures

• $0.01 — which registered Class A Common Stock, $0.01 par value per share TSQ The New York St
• $162 billion — r media categories was forecasted to be $162 billion in 2023. In 2024, BIA forecasts U.S. lo
• $175 billion — ising spending to increase 8.6% to over $175 billion. Our Transformation Townsquare was
• $232.5 million — nd our Digital Advertising segment, was $232.5 million in 2023 and $230.8 million in 2022, com
• $230.8 million — segment, was $232.5 million in 2023 and $230.8 million in 2022, comprising 51% and 50% of our
• $82.2 million — utions segment generated net revenue of $82.2 million in 2023 and $90.4 million in 2022. 2
• $90.4 million — et revenue of $82.2 million in 2023 and $90.4 million in 2022. 2 Townsquare Interactive i
• $5 million — th less than 20 employees and less than $5 million of annual revenue. We believe this cust
• $32 billion — 8.8 million SMBs which translates to a $32 billion Total Addressable Market ("TAM") value.
• $150.3 million — enerated Digital Advertising revenue of $150.3 million in 2023 and $140.4 million in 2022. O
• $140.4 million — g revenue of $150.3 million in 2023 and $140.4 million in 2022. Owned and Operated Platform.
• $211.7 million — oadcast Advertising segment revenue was $211.7 million in 2023 and $223.9 million
• $223.9 million — revenue was $211.7 million in 2023 and $223.9 million

Filing Documents

• tsq-20231231.htm (10-K) — 2204KB
• exhibit46-descriptionofsec.htm (EX-4.6) — 27KB
• exhibit211-listofsubsidiar.htm (EX-21.1) — 135KB
• exhibit231-consentofindepe.htm (EX-23.1) — 3KB
• tsq123123exhibit311.htm (EX-31.1) — 12KB
• tsq123123exhibit312.htm (EX-31.2) — 12KB
• tsq123123exhibit321.htm (EX-32.1) — 5KB
• tsq123123exhibit322.htm (EX-32.2) — 5KB
• clawbackpolicy10262023.htm (EX-97.1) — 14KB
• clawbackpolicy10262023001.jpg (GRAPHIC) — 254KB
• clawbackpolicy10262023002.jpg (GRAPHIC) — 286KB
• clawbackpolicy10262023003.jpg (GRAPHIC) — 209KB
• clawbackpolicy10262023004.jpg (GRAPHIC) — 202KB
• clawbackpolicy10262023005.jpg (GRAPHIC) — 53KB
• tsq-20231231_g1.jpg (GRAPHIC) — 128KB
• 0001499832-24-000035.txt (&nbsp;) — 14453KB
• tsq-20231231.xsd (EX-101.SCH) — 86KB
• tsq-20231231_cal.xml (EX-101.CAL) — 126KB
• tsq-20231231_def.xml (EX-101.DEF) — 583KB
• tsq-20231231_lab.xml (EX-101.LAB) — 1004KB
• tsq-20231231_pre.xml (EX-101.PRE) — 806KB
• tsq-20231231_htm.xml (XML) — 1886KB

Business

Business 1 Item 1A.

Risk Factors

Risk Factors 16 Item 1B. Unresolved Staff Comments 34

C

Item 1 C . Cybersecurity 34 Item 2.

Properties

Properties 34 Item 3.

Legal Proceedings

Legal Proceedings 35 Item 4. Mine Safety Disclosures 35 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 36 Item 6. [Reserved] 36 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 37 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 48 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 48 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 48 Item 9A.

Controls and Procedures

Controls and Procedures 48 Item 9B. Other Information 49 Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspection 49 PART III Item 10. Directors, Executive Officers and Corporate Governance 49 Item 11.

Executive Compensation

Executive Compensation 50 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 50 Item 13. Certain Relationships and Related Transactions, and Director Independence 51 Item 14. Principal Accountant Fees and Services 51 PART IV Item 15. Exhibits, Financial Statement Schedules 52 Item 16. Form 10-K Summary 57

Signatures

Signatures 58 i MARKET, RANKING AND OTHER INDUSTRY DATA In this Annual Report on Form 10-K ("Annual Report") of Townsquare Media, Inc. (together with its consolidated subsidiaries, except as the context may otherwise require, "we," "us," "our," "Company," or "Townsquare") we rely on and refer to information and statistics regarding our industry, the size of certain markets and our position within the sectors in which we compete. Some of the market and industry data contained in this Annual Report is based on independent industry publications or other publicly available information. Other information is based on our good faith estimates, which are derived from our review of internal surveys, as well as independent sources listed in this Annual Report. Our management's knowledge and experience in the markets in which we operate, and information obtained from our customers, suppliers and other contacts in the markets in which we operate are additional sources of information included in this Annual Report. Although we believe that this information is reliable as of its respective dates, it involves uncertainties and is subject to change, including as a result of the factors discussed under "Forward-Looking Statements" and "Risk Factors" in this Annual Report. TRADEMARKS, SERVICE MARKS AND TRADE NAMES We own or have rights to trademarks, service marks or trade names that we use in connection with the operation of our business. In addition, our names, logos and website names and addresses are owned by us or licensed by us. We also own or have the rights to copyrights that protect the content of our products. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this Annual Report are listed without the , and symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks,

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This Annual Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this Annual Report are forward-looking statements. Forward-looking statements often discuss our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "aim," "anticipate," "estimate," "expect," "forecast," "outlook," "potential," "project," "projection," "plan," "intend," "seek," "believe," "may," "could," "would," "will," "should," "can," "can have," "likely," the negatives thereof and other words and terms. For example, all statements we make relating to our estimated and projected earnings, revenue, costs, expenditures, cash flows, growth rates and financial results, our plans and objectives for future operations, growth or initiatives, strategies, or the expected outcome or impact of pending or threatened litigation are forward-looking statements. All forward-looking statements are subject to a variety of risks and uncertainties that may cause actual results to differ materially from those that we expected, including: the impact of general economic conditions in the United States, or in the specific markets in which we currently do business; cancellations, disruptions or postponements of advertising schedules in response to national or world events; industry conditions, including existing competition and future competitive technologies; the popularity of radio as a broadcasting and advertising medium; our ability to develop and maintain digital technologies and hire and retain technical and sales talent; our dependence on key personnel; our capital expenditure requirements; ou

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. 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 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. 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. This diversification allows us to provide superior solutions to our advertisers and engaging experiences for our audience, underpins our growth strategy and, we believe, helps to mitigate the risks associated with advertising revenue dependency. In our markets, we are among the largest providers of ori