tsq-20211231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the fiscal year ended December 31, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to ______

Commission file number 001-36558

Townsquare Media, Inc.

(Exact name of registrant as specified in its charter)


Delaware		27-1996555
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

One Manhattanville Road
Suite 202
Purchase,	New York	10577
(Address of Principal Executive Offices)		(Zip Code)

(203) 861-0900

Registrant's telephone number, including area code

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.01 par value per share	TSQ	The New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☒

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the registrant’s voting and non-voting common stock held by non-affiliates of the registrant was $189,842,362 based upon the closing price on the New York Stock Exchange on June 30, 2021, the last business day of the registrant’s most recently completed second fiscal quarter. For this computation, the registrant has excluded the market value of all shares of its common stock held by directors and officers of the registrant and certain other stockholders; such exclusion shall not be deemed to constitute an admission that any such person is an “affiliate” of the registrant.

As of March 7, 2022, the registrant had 17,056,675 outstanding shares of common stock consisting of: (i) 12,780,038 shares of Class A common stock, par value $0.01 per share; (ii) 815,296 shares of Class B common stock, par value $0.01 per share; and (iii) 3,461,341 shares of Class C common stock, par value $0.01 per share.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement relating to its 2022 annual meeting of stockholders (the “2022 Proxy Statement”), to be filed with the Securities and Exchange Commission are incorporated by reference in Part III, Items 10 to 14 of this Annual Report on Form 10-K as indicated herein.

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TOWNSQUARE MEDIA, INC.

INDEX


	PART I

Item 1.	Business	1
Item 1A.	Risk Factors	16
Item 1B.	Unresolved Staff Comments	34
Item 2.	Properties	34
Item 3.	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	37
Item 8.	Financial Statements and Supplementary Data	50
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	50
Item 9A.	Controls and Procedures	51
Item 9B.	Other Information	52
Item 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspection	52
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	52
Item 11.	Executive Compensation	53
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	53
Item 13.	Certain Relationships and Related Transactions, and Director Independence	54
Item 14.	Principal Accountant Fees and Services	54
	PART IV
Item 15.	Exhibits, Financial Statement Schedules	55
Item 16.	Form 10-K Summary	59
	Signatures	60

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, service marks, trade names and copyrights. This Annual Report may include trademarks, service marks or trade names of other companies. Our use or display of other parties’ trademarks, service marks, trade names or products is not intended to, and does not imply a relationship with, or endorsement or sponsorship of us by, the trademark, service mark or trade name owners.

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, including as a result of the COVID-19 pandemic;

•the impact of the COVID-19 pandemic, the extent of which will depend on future actions and outcomes that are highly uncertain and cannot be predicted, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic and financial market effects of the pandemic, the containment measures and the pace of the economic and financial market recovery;

•cancellations, disruptions or postponements of advertising schedules in response to national or world events, including the COVID-19 pandemic;

•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;

•our ability to identify, consummate, and integrate any future acquisitions;

•legislative or regulatory requirements;

•risks and uncertainties relating to our leverage and changes in interest rates;

•our ability to obtain financing at times, in amounts and at rates considered appropriate by us;

•our ability to access the capital markets as and when needed and on terms that we consider favorable to us; and

•other factors discussed in the section entitled “Risk Factors”.

Further, many of the factors discussed in the section entitled “Risk Factors” are more likely to occur and be further intensified due to the impact of the COVID-19 pandemic. While we believe that our expectations reflected in forward-looking statements are reasonable, we caution that it is difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations are disclosed under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report, as well as other risks discussed from time to time in our filings with the SEC. We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences we anticipate or affect us or our operations in the way we expect and you should not rely upon forward-looking statements as a prediction of future events. In addition, as a result of these and other factors, our past financial performance should not be relied on as an indication of future performance.

iii

The cautionary statements referred to in this section also should be considered in connection with any subsequent written or oral forward-looking statements that may be issued by us or persons acting on our behalf. The forward-looking statements included in this Annual Report are made only as of the date hereof or as of the date specified herein. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law. If we do update one or more forward-looking statements, no inference should be made that we will make additional updates with respect to those or other forward-looking statements.

ELECTRONIC ACCESS TO COMPANY REPORTS

Our investor website can be accessed at www.townsquaremedia.com under the “Equity Investors” section. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed with or furnished to the SEC pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are available free of charge on our investor website promptly after we electronically file those materials with, or furnish those materials to, the SEC. We also use the “Equity Investors” section of our website as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Investors are urged to monitor our investor website for announcements of material information relating to us. No information contained on any of our websites is intended to be included as part of, or incorporated by reference into, this Annual Report.

PART I

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 media and online reputation management as well as other monthly digital services for approximately 26,800 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 330 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 321 local terrestrial radio stations in 67 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 original local content available to consumers. The quality and availability of our original local content distinguishes our brands from other local offerings, attracting large and loyal audiences. Several of our competitors, particularly in print media, have reduced the amount of original local content they produce or created pay-walls that restrict access to their content. According to research conducted by UNC School of Media and Journalism, approximately 2,000 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. We believe that our focus on providing original local news, entertainment, music and lifestyle media experiences to our audience is a key driver of our powerful reach and engagement metrics. In 2021, we set new company records reaching more than 60 million unique visitors per month, on average, across our digital platform, 11 million listeners on a weekly basis across our radio platform, and 40 million social media followers across our local and national media brands. We believe the investment in our original content strategy has contributed to a larger and more engaged online audience that is spending more time-consuming content on our websites and mobile apps, and a stable radio audience, in terms of both number of listeners and, importantly, time spent listening.

The local media industry is an important medium for advertisers to reach local consumers and for consumers to engage with relevant local content and events. According to S&P Global Market Intelligence, local advertising spending across all U.S. major media categories was forecasted to be $98.0 billion in 2021. Since 2016, U.S. local advertising has increased at a 4.6% compound annual growth rate and is projected to grow at a 6.6% compound annual growth rate through 2025.

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 321 radio stations across 67 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. Our significant radio reach and audience engagement provided a powerful foundation from which we were able to build and grow our digital solutions, including websites, mobile applications, a social media presence, online radio streams, subscription digital marketing solutions, and a robust programmatic owned

and operated digital 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. However, according to S&P Global Market Intelligence, radio advertising was less than approximately 6% of all advertising dollars spent in the United States in 2021, while digital advertising solutions contributed over 60%. According to S&P Global Market Intelligence, it is estimated that digital advertising will grow to represent nearly 75% of all advertising spend in 2025. Therefore, while radio will continue to be a component of our local offering, we do not expect it to be our primary growth driver. Our growth engine is and will be digital, and we now consider ourselves a “Digital First” company.

Digital First. Internally and externally, we position ourselves as a digital company that also owns powerful local radio assets. 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. 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. Our longstanding local client relationships, combined with our best-in-class digital product suite and skilled salesforce, have enabled us to create meaningful digital businesses and fully embrace a Digital First strategy.

Our Segments

The Company has identified three segments, which are Subscription Digital Marketing Solutions, Digital Advertising, Broadcast Advertising, and the remainder of our business is reported in an Other category. The Subscription Digital Marketing Solutions segment includes our subscription digital marketing solutions business, Townsquare Interactive. The Digital Advertising segment, which we market externally as Townsquare Ignite, includes digital advertising on our owned and operated digital properties and our digital programmatic advertising platform. 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.

Our Digital revenue, comprised of our Subscription Digital Marketing Solutions segment and our Digital Advertising segment, was $198.6 million in 2021 and $167.3 million in 2020. 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. 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. Townsquare Interactive offers digital marketing solutions, on a subscription basis, to small and medium-sized business (“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. As of December 31, 2021, Townsquare Interactive had approximately 26,800 subscribers, 58% of which are located outside our local radio footprint, paying on average approximately $300 per month. Our Subscription Digital Marketing Solutions segment generated net revenue of $81.8 million in 2021 and $70.4 million in 2020.

We offer a variety of digital marketing solutions, which enables SMBs to choose the optimal features for their specific business. These solutions primarily include:

•Traditional and mobile-enabled website design, creation, and development as well as hosting services;

•Search engine optimization services;

•Online directory optimization services;

•E-commerce solutions

•Online reputation monitoring;

•Social media management;

•Appointment scheduling services;

•Payment and invoice services;

•Customer management services;

•Email marketing services; and

•Website retargeting.

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

•Unlimited changes and edits to website before and after launch;

•Responsive web design that works on every screen size (desktop and mobile);

•Custom content written for the specific business, industry and location; and

•Optimized keywords to improve rankings in Google and other search results.

We target SMBs outside the top 50 markets in the U.S., outside and within our 67 local media market footprint. As of December 31, 2021, approximately 58% of our total subscriber base was located in markets outside of our local media footprint. Our Charlotte, NC-based inside sales team of approximately 200 sellers target private, independently owned SMBs outside of the top 50 markets, with less than 20 employees and less than $5 million of annual revenue. We believe this customer profile represents the ideal potential customer for our product, and we believe the addressable market for such potential subscribers of Townsquare Interactive is approximately 8.8 million SMBs which translates to a $32 billion Total Addressable Market (“TAM”) value. We also leverage our local sales teams in our 67 markets, who enjoy trusted and long-standing local relationships and heritage brand recognition, to sell Townsquare Interactive solutions within our market footprint.

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 $116.8 million in 2021 and $97.0 million in 2020.

•Owned and Operated Platform. We connect local, regional and national advertisers to an audience of more than 60 million unique visitors on average per month in 2021, across our portfolio of over 330 local websites (many of which are companion websites to our local radio stations), 10 leading national music and entertainment websites and over 350 mobile apps. Our on-air personalities, or as we refer to them “the original social influencers” are also digital content creators, and create or curate approximately 20,000 pieces of content per month for our websites and apps, making Townsquare one of the largest producers of original local content in the United States. The content management system that powers our content platforms was built in house by our product and technology team. In addition, we have more than 40 million social media followers and our YouTube platform has generated over 3.5 billion lifetime views.

•Digital Programmatic Advertising Platform. We offer precision customer targeting solutions to local, regional and national advertisers through our proprietary digital programmatic advertising platform. Combining first and third-party audience and geographic location data, we are able to hyper-target audiences for our advertisers, enabling them to reach a high percentage of their targeted online audience with the right message at the right time. We deliver these solutions across desktop, mobile, connected TV, email, paid search and social media platforms utilizing display, video and native executions. We have our own organically developed, in-house demand-side buying platform that is integrated with more than 10 digital advertising buying platforms with

access to all major advertising exchanges and mobile apps, providing access to more than 250 billion impressions per day. This extensive access places us among the largest of the established in-house media trading desks. 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. As a publisher, we are able to collect and analyze first-party data from our owned and operated portfolio of websites and apps, leading to detailed insights about consumer behaviors, audience interest and purchase intent. 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.

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 $214.9 million in 2021 and $201.5 million in 2020.

We believe we are the largest and best-capitalized owner and operator of radio stations focused solely on markets outside the top 50 markets in the United States. Our scale allows us to have greater relevance to, and recognition from, our advertising clients while sharing best practices for strategy and operations across our asset portfolio. As of December 31, 2021, we owned and operated 322 radio stations in 67 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. By clustering our markets in the Northeast, Upper Midwest, Texas and Mountain West regions we are able to create compelling audience coverage for regional advertisers and benefit from economies of scale. As of March 7, 2022, we own 70 radio stations formatted with Country content, 66 formatted with News/Talk/Sports content and 60 formatted with Rock content, representing approximately 22%, 21%, and 19% of our radio stations, respectively. The majority of our local radio stations airing these formats capture the largest audience, and thus are market leaders, among radio stations airing similar content in their respective markets, as ranked by Nielsen Holdings N.V. (“Nielsen”) or other ratings services. We endeavor to develop strong audience loyalty and believe that the diversification of formats on our radio stations helps to insulate our radio stations from the effects of changes in musical tastes of the public.

Despite the growth of alternative media choices, terrestrial radio has experienced negligible audience fragmentation over the past 50 years and remains a significant component of daily media exposure. According to Nielsen, terrestrial radio broadcasts reached approximately 85% of American adults ages 18+ each week as of December 2021, a level that has remained largely consistent since 1970. Given the stability of radio listenership and the population growth in the U.S., more people listen to radio on a weekly basis today than 10, 20 and even 30 years ago. 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. 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.

Given the stability of radio’s audience, its broad reach and its relatively low cost as compared to competing advertising media such as television, we believe radio continues to offer an attractive value proposition to advertisers. The price point for radio advertising on a cost per thousand basis is lower than most other local media that deliver similar scale. This makes radio more affordable and accessible for the type of small and mid-sized businesses typically found in our local markets outside the top 50 markets in the U.S.

Other

We report the remainder of our revenue in the Other category, and it includes revenue from our live events. Prior to the COVID-19 pandemic, we owned and operated approximately 200 live events in and around our local markets, including concerts, expositions and other experiential events. Our live events portfolio includes iconic local events such as WYRK’s Taste of Country, the Boise Music Festival, the Red Dirt BBQ & Music Festival and Taste of Fort Collins. Our primary source of live events net revenue is ticket sales. Our live events also generate substantial revenue through the sale of sponsorships, food and other concessions, merchandise and other ancillary products and services. Due to the COVID-19 pandemic we cancelled the majority of scheduled live events in 2020, and operated a significantly reduced schedule in 2021. Our Other category revenue was $4.5 million in 2021 and $2.5 million in 2020. Pre-pandemic, our Other category revenue was $17.1 million.

Overall

In the year ended December 31, 2021, 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. We generate a majority of our advertising revenue by selling directly to local advertisers, as well as to local and regional advertising agencies which affords us the opportunity to better present our products, cross-sell products and more directly influence their advertising and marketing expenditure decisions.

No single customer accounted for more than approximately 1% of revenue in any of the years ended December 31, 2021 and 2020. For the year ended December 31, 2021, no advertising category, market, or state represented more than 20% of revenue. A significant percentage of our advertising revenue is generated from the sale of advertising to the automotive, financial services, health services, entertainment, and retail industries.

Our most significant expenses are sales personnel, programming, digital, marketing and promotional, engineering, and general and administrative expenses. We strive to control these expenses by closely monitoring and managing each of our local markets and through efficiencies gained from the centralization of finance, accounting, legal and human resources functions and management information systems. We also use our scale and diversified geographic portfolio to negotiate favorable rates with vendors where feasible.

A portion of our expenses are variable. These variable expenses primarily relate to sales costs, such as commissions and inventory costs, as well as certain programming costs, such as music license fees, and certain costs related to production. 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, 2021, we recorded $12.4 million of capital expenditures, which represented 3.0% of net revenue during the same period. In addition, we benefit from certain tax attributes that generate tax deductions which have historically limited the amount of cash taxes we pay.

Our Growth Strategy

The principal features of our growth strategy are:

Digital First - Invest in Our Digital Businesses to Drive Further Growth.

We plan to continue to invest in the personnel supporting our digital growth, including our digital product technology, sales, content, and support teams, specifically in our Townsquare Interactive and Townsquare Ignite businesses. We have continually grown our digital team, including during the COVID-19 pandemic, which has allowed us to grow the number of subscribers and advertising clients we support on our digital platforms. In addition, we intend to open a second, west-coast based location for Townsquare Interactive 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. Given our local content contributors on-air and online generate digital content and digital revenue, we also plan to continue to invest in the hiring of local content contributors.

Deepen Relationships with Advertisers to Increase Share of Advertising Spend.

We are committed to growing our local sales force, training our sales personnel and investing in our business to allow us to deepen relationships with our advertisers, including developing new digital products that will allow our content, and our advertisers, to reach a broader audience more frequently and in more locations. Over time, we believe we can capture a greater share of the digital advertising expenditure in our markets across all mediums and across industries, including but not limited to, digital, radio, print, outdoor, direct mail, and broadcast and cable television.

Continue to Develop New Products That Foster Interaction with Our Audience Across Multiple Platforms and Increase Monetization Opportunities.

Our audience reach, our direct relationship with local advertisers in our markets, and our tech capabilities position us to launch and monetize new products and services, further diversifying and growing our digital revenue. We have invested in world-class technology and infrastructure to create best of breed products and services to serve our clients and engage our loyal audience. 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. We have also organically built and introduced a new 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 addition to delivering revenue growth, these products and services frequently appeal to potential customers in our markets who may not access our heritage radio products, thereby leveraging our digital solutions to increase our overall customer base and revenue market share. We intend to continue to develop new products and offerings and to better monetize our audiences.

Focus on Differentiated Live and Local Content.

We generally provide a larger proportion of live and local content on-air and more original local content online relative to other local media companies in our markets. We believe such live, local, and original content is more engaging to our audience and differentiates our offerings in an increasingly crowded media landscape, mitigating the threat of audience attrition. Many competing audio media offerings, including Spotify, Pandora and SiriusXM, do not offer any local content in our markets. We intend to continue providing audiences with this differentiated local content and enjoy the advantages it provides us with our audience and our advertisers.

Continue to Build Our Premium Portfolio of Brands Superserving Our Communities.

Our branding strategy is fundamental to growing our audience and revenue. Across our markets, we have a large portfolio of distinct local and national brands that resonate with and appeal to our audiences. Many of our brands have several decades of heritage in our markets. Consumers associate our brands with high quality, locally-relevant content and entertainment. We intend to continue to invest in marketing and promotions to support our brands and to actively participate in community events to increase our local market presence.

Leverage Scalable Infrastructure and Continue to Improve Operating Efficiencies Across Our Company.

Our various media products and marketing services offerings share common, largely fixed-cost operating infrastructure, resulting in significant economies of scale. We also negotiate vendor contracts with key suppliers on a centralized basis, which further reduces costs. As a result, as we grow our revenue, a significant majority of each incremental dollar of revenue is converted into incremental earnings and cash flow.

Prudently Pursue Attractively-Valued Acquisition Opportunities.

We have a successful track record of sourcing and integrating acquisitions. Since our Company’s founding in 2010, we have expanded our local radio station portfolio from 60 to 321 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 nearly 50% of revenue digitally. In addition to our radio acquisition activity, since 2010 we have executed acquisitions of digital assets, which have further extended our multi-product, cross-platform offering and provided geographic and revenue diversification. The acquired assets included certain assets of AOL Music and XXL. We intend to continue to consider attractively-priced acquisitions of radio stations and digital properties. We target assets that have strong brands, enjoy leading market share positions, generate strong cash flow, and generally possess traits consistent with our existing assets. In addition, acquiring assets allows us to achieve additional economies of scale, share best practices across a broader platform, and further diversify our revenue base across our properties and geographies.

Competition

The local media industry is very competitive. The success of each of our digital and radio properties depends largely upon our ability to attract audiences, to develop competitive products and solutions, and to price our products attractively relative to our local media competitors, as well as our ability to attract and retain sales, digital, content and leadership talent, and the overall demand for advertising within individual markets. We compete directly for audiences and advertising revenue with other radio broadcasters, satellite radio, cable television, broadcast television, print, and digital media operators, streaming music and video service providers and podcasters, amongst others. In addition, we compete for advertising revenue with a broader set of competitors in the advertising industry, including search and social media companies. We attempt to improve our competitive position, maximize our audience and grow our revenue by focusing on high quality, differentiated original local content and by providing innovative and effective advertising integrations for our customers, many of whom we have supported for many years, and managing our sales efforts to attract a larger share of advertising and marketing dollars from each customer.

The market for digital marketing solutions is highly fragmented, dynamic and competitive. Our competitors for Townsquare Interactive include large internet marketing providers, web development and hosting providers, yellow page publishers, newspaper and television companies, as well as other local small and medium-sized business marketing providers. While some of our competitors enjoy greater name recognition, longer operating histories and larger marketing budgets, as well as substantially greater financial, technical and other resources, we believe we compete favorably and our products meet and exceed customer requirements and provide a strong return on investment due to our secure, reliable and integrated technology platform, cost-effective customer acquisition strategies, customer service and support, brand awareness and reputation, and overall customer satisfaction.

We mitigate these competitive pressures by focusing on markets outside the top 50 in the United States, where there are fewer and less well-capitalized digital marketing solutions providers and local media competitors. For example, in 43 of our 67 local markets, we do not compete against any of the five largest English language national radio competitors, as measured by number of radio stations owned. Many competing audio media offerings, including Spotify, Pandora and SiriusXM, do not offer local content in our markets or have any local sales personnel. We believe this competitive landscape contributes to our success as we operate strong brands with deep local heritage, allowing our brands to gain a greater share of the local audience, and greater share of advertising and digital marketing expenditures in our markets than what is generally achieved by local media companies operating in larger markets. In addition, the small and mid-sized markets we operate in are generally supported by stable, locally significant institutions such as universities, military bases, state capitals, regional medical centers and retail hubs. We believe these stabilizing institutions further reduce the volatility of advertising spending in our markets.

Another significant mitigant to the competitive pressures we face in our markets is our talented local leadership who have strong local roots, connection to our communities and multi-platform sales and content skills. We have built a team of in-house recruiters that is crucial to our ability to identify and recruit highly skilled employees to our Company. In addition, we invest a significant amount of resources in training our employees so that they are fully equipped to execute our Digital First strategy and grow market share.

Seasonality

Our revenue varies throughout the year. Typically, we expect that our first calendar quarter will produce the lowest net revenue for the year, as advertising expenditures generally decline following the winter holidays. However, due to the COVID-19 pandemic, the seasonality of our net revenue was materially impacted and our second quarter produced our lowest net revenue for 2020. During even-numbered years, net revenue generally includes increased advertising expenditures by political candidates, political parties and special interest groups. Political spending is typically highest during the fourth quarter. Our operating results in any period may be affected by the incurrence of advertising and promotion expenses that typically do not have an effect on net revenue generation until future periods, if at all.

Macroeconomic Indicators

The U.S. economy and financial markets may continue to experience volatility due to the COVID-19 pandemic, including as a result of the development of COVID-19 variants, vaccination rates and government legislative and regulatory responses. The effects of the COVID-19 pandemic began to impact our operations in early March 2020, and included significant advertising cancellations and material declines in the purchase of new advertising by our clients. Declines in forecasted traditional broadcast revenue in the markets in which we operate, the impact of the COVID-19 pandemic on market and economic conditions, and the corresponding impacts to our risk premium, contributed to approximately $107.1 million impairments to the carrying values of our FCC license intangible assets during the first half of 2020, of which $28.7 million and $78.4 million was recognized during the three months ended June 30, 2020 and March 31, 2020, respectively. Additionally, we canceled nearly all live events beginning in March 2020. At the end of the first quarter of 2020, we reduced our workforce through the termination or layoff of approximately 135 full-time employees.

As local public health conditions improved, we experienced recoveries throughout 2021 in advertising revenue, following the sequential improvements we observed during each of the third and the fourth quarters of 2020. Throughout 2021, we continued the precautionary measures that were instituted in 2020 to address the potential impact to our consolidated financial position, consolidated results of operations, and liquidity, including wage reduction efforts such as the temporary suspension of the Company’s match on employee contributions to the Company’s defined contribution plan, the deferral of the payment of certain payroll taxes until December 31, 2021 and 2022 under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) and controlling non-essential capital expenditures. Additionally, our board of directors determined to cease payment of quarterly cash dividends, following the payment of our 2020 first quarter dividend of $2.1 million, paid on May 15, 2020. Effective January 1, 2022, we reinstated our match on employee contributions to the Company’s defined contribution plan at twenty-five cents for each dollar contributed up to the first 4% of eligible compensation (for a total match of 1% of employee contributions).

The full extent of the COVID-19 pandemic impact will depend on future actions and outcomes, all of which remain fluid and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the short-term and long-term economic impacts of the COVID-19 pandemic (including the continued effect on advertising activity, consumer discretionary spending and our employees in the markets in which we operate). Further actions taken to mitigate the impact of the pandemic, and the pace of continued economic and financial market recovery when the COVID-19 pandemic subsides, among others.

Human Capital

Our most important core value is “You Matter.” We are not just a company; we are a team. "You Matter" means that every employee has an impact on our success, and it is our obligation to provide each employee with the tools, resources and leadership required to succeed and achieve our goals. We believe that if we work together to train, develop and reward our employees in ways that acknowledge performance, abilities and contributions, we will all grow together and share our individual and collective success.

Our ability to identify, hire, develop, motivate and retain our talent is critical to the future success and continued growth of our business. As such, we seek to provide a desirable work environment with competitive compensation and benefits packages, and create a collaborative culture that is focused on a team mentality and gives each individual the means to succeed and contribute to the company’s overall success. In addition, we have built a team of in-house recruiters that is crucial to our ability to identify and recruit highly skilled employees to our company.

In addition 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;

•Employee stock purchase plan (launched January 1, 2022);

•Employee Assistance Program; and

•Employee discount program.

Race, background, age, gender, sexual orientation, religion, physical ability, perspective and life experience are all important elements of each and every one of our team members are. We embrace this diversity because we care about our team members and because these individual perspectives contribute a wealth of knowledge, talent and experience that ultimately benefit the company. We have work to do, but our goal is for everyone in the company to be seen, heard and valued. We will accomplish this through increased awareness and empathy around the challenges faced by one another and by making diversity part of our culture and not just an initiative. To this end, we created a Diversity and Inclusion Council in 2020. 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, 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.

After the COVID-19 pandemic sent a significant portion of our work force to work from home in early 2020, most of the Company’s local market team members returned to work in the office in the summer of 2020, while most of our Townsquare Interactive employees returned to work in Q1 2022. Due to the nature of Townsquare Interactive products and services, remote operations have not had a material impact on results to date. The health and safety of our team and our communities is of utmost importance, so we have implemented health and safety policies in each of our locations that are in accordance with applicable law. In addition, we continue to encourage flexible work policies to support our employees during the COVID-19 pandemic and the unique challenges that have been presented.

As of December 31, 2021, we employed 2,340 full and part-time employees. None of our employees are covered by collective bargaining agreements and we consider our relations with our employees to be satisfactory.

We employ individuals in a large variety of roles. On occasion, in order to protect our interests, we enter into employment agreements with certain of our employees, including members of the senior management team, product leaders, local market presidents and selected sales personnel and local media personalities. We do not believe that the loss of any one these individuals, excluding certain key members of our senior management, would have a material adverse effect on our financial condition or results of operations, taken as a whole. Our risks related to losing key members of our senior management are more fully described in the section titled “Risk Factors.”

Federal Regulation of Radio Broadcasting

General

The ownership, operation and sale of radio stations, including those licensed to us, are subject to the jurisdiction of the FCC, which acts under authority of the Communications Act of 1934, as amended (the “Communications Act”). The Telecommunications Act of 1996 amended the Communications Act and directed the FCC to change certain of its broadcast rules. Among its other regulatory responsibilities, the FCC issues permits and licenses to construct and operate radio stations; assigns broadcast frequencies; determines whether to approve changes in ownership or control of radio station licenses; regulates transmission equipment, operating power and other technical parameters of radio stations; adopts and implements regulations and policies that directly or indirectly affect the ownership, operation and employment practices of radio stations; regulates some forms of radio broadcast content; and has the authority under the Communications Act to impose penalties for violations of its rules.

The following is a brief summary of certain provisions of the Communications Act and relevant FCC rules and published policies (collectively, the “Communications Laws”). This description does not purport to be comprehensive and reference should be made to the Communications Laws, public notices, and decisions issued by the FCC for further information concerning the nature and extent of federal regulation of radio stations. Failure to observe the provisions of the Communications Laws can result in the imposition of various sanctions, including monetary forfeitures and the grant of a “short-term” (less than the maximum term) license renewal. 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

Radio broadcast licenses are generally renewed for terms of eight years. Licenses are renewed by filing an application with the FCC. Petitions to deny license renewal applications may be filed by interested parties, including members of the public. While we are not currently aware of any facts that would prevent the renewal of our licenses to operate our radio stations, there can be no assurance that any of our licenses will be renewed for a full term.

Service Areas

Each class of FM station has the right to broadcast with a certain amount of power from an antenna located at a certain height. The most powerful FM radio stations are Class C FM radio stations, which may operate with the equivalent of up to 100 kilowatts of effective radiated power (“ERP”) at an antenna height of up to 1,968 feet above average terrain. These radio stations typically provide service to large areas that cover one or more counties. There are also Class C0, C1, C2 and C3 FM radio stations which may operate with progressively less power and/or antenna height. Class B FM stations operate with the equivalent of up to 50 kilowatts ERP at an antenna height of up to 492 feet above average terrain. Class B radio stations typically serve large metropolitan areas and their outer suburban areas. There are also Class B1 radio stations that can operate with up to 25 kilowatts ERP at an antenna height of up to 328 feet above average terrain. Class A FM radio stations may operate with the equivalent of up to 6 kilowatts ERP at an antenna height of up to 328 feet above average terrain, and generally serve smaller cities and towns or suburbs of larger cities.

The area served by an AM radio station is determined by a combination of frequency, transmitter power, antenna orientation and soil conductivity. The effective service area of an AM radio station is determined based on the radio station’s power, operating frequency, antenna patterns and its day/night operating modes. The area served by an FM radio station is determined by a combination of transmitter power and antenna height, with radio stations divided into eight classes according to these technical parameters, as set forth above.

The following table sets forth, as of March 7, 2022, the number of our owned and operated radio stations by market, excluding booster stations, FM translators, and all stations operated under Time Brokerage Agreements (“TBAs”).


Market						Stations
Abilene, TX						6
Albany-Schenectady-Troy, NY						5
Amarillo, TX						5
Atlantic City-Cape May, NJ						5
Augusta-Waterville, ME						4
Bangor, ME						5
Battle Creek, MI						2
Billings, MT						5
Binghamton, NY						5
Bismarck, ND						5
Boise, ID						6
Bozeman, MT						6
Buffalo-Niagara Falls, NY						4
Casper, WY						6
Cedar Rapids, IA						3
Cheyenne, WY						3
Danbury, CT						3
Dubuque, IA (NR)						5
Duluth-Superior, MN, WI						5
El Paso, TX						3
Evansville, IN						5
Faribault/Owatonna, MN						4
Flint, MI						5
Ft. Collins-Greeley, CO						4
Grand Junction, CO						5
Grand Rapids, MI						5
Kalamazoo, MI						3
Killeen-Temple, TX						5
Lafayette, LA						6
Lake Charles, LA						6
Lansing-East Lansing, MI						6
Laramie, WY						2
Lawton, OK						3
Lubbock, TX						6
Lufkin-Nacogdoches, TX						5
Missoula, MT (NR)						7
Monmouth-Ocean, NJ						5
New Bedford-Fall River, MA						2
Odessa-Midland, TX						5
Oneonta, NY						11
Owensboro, KY						2
Pittsfield, MA						6


Portland, ME						4
Portsmouth-Dover-Rochester, NH						4
Poughkeepsie, NY						8
Presque Isle, ME						3
Quad Cities, IA-IL						5
Quincy, IL-Hannibal, MO						4
Richland-Kennewick-Pasco, WA						5
Rochester, MN						10
Rockford, IL						4
San Angelo, TX						5
Sedalia, MO						3
Shelby, MT						2
Shreveport, LA						6
Sioux Falls, SD						8
St. Cloud, MN						6
Texarkana, TX-AR						5
Trenton, NJ						4
Tuscaloosa, AL						6
Twin Falls-Sun Valley, ID						4
Tyler-Longview, TX						4
Utica/Rome, NY						5
Victoria, TX						3
Waterloo-Cedar Falls, IA						4
Wichita Falls, TX						4
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. In determining whether to grant an application for assignment or transfer of control of a broadcast license, the Communications Act requires the FCC to find that the assignment or transfer would serve the public interest. The FCC considers a number of factors in making this determination, including (i) compliance with various rules limiting common ownership of media properties, (ii) the financial and “character” qualifications of the assignee or transferee (including those parties holding an “attributable” interest in the assignee or transferee), (iii) compliance with the Communications Act’s foreign ownership restrictions, and (iv) compliance with other Communications Laws, including those related to content and filing requirements.

As discussed in greater detail below, the FCC may also review the effect of proposed assignments and transfers of broadcast licenses on economic competition and diversity. See “Antitrust and Market Concentration Considerations.”

Ownership Matters

The Communications Act restricts us from having more than one-fourth of our equity owned or voted by non-U.S. persons, foreign governments or non-U.S. entities, without prior approval from the FCC.

The Communications Laws also restrict the number of radio stations one person or entity may own, operate or control in a local market.

None of these rules requires any change in our current ownership of radio stations. The Communications Laws could limit the number of additional radio stations that we may acquire in the future in our existing markets as well as new markets.

The FCC generally applies its rules and its broadcast multiple ownership rules by considering the “attributable” or cognizable interests held by a person or entity. With some exceptions, a person or entity will be deemed to hold an attributable interest in a radio station if the person or entity serves as an officer, director, partner, stockholder, member, or, in certain cases, a debt holder of a company that owns that station. Whether that interest is attributable and thus subject to the FCC’s multiple ownership rules is determined by the FCC’s attribution rules. If an interest is attributable, the FCC treats the person or entity who holds that interest as an “owner” of the radio station in question, and that interest thus counts against the person in determining compliance with the FCC’s ownership rules.

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. With respect to a corporation, officers, directors and persons or entities that directly or indirectly hold 5.0% or more of the corporation’s voting stock (20.0% or more of such stock in the case of insurance companies, investment companies, bank trust departments and certain other “passive investors” that hold such stock for investment purposes only) generally are attributed with ownership of the radio stations, television stations and daily newspapers owned by the corporation. As discussed below, participation in an LMA or a Joint Sales Agreement (“JSA”) also may result in an attributable interest. See “Local Marketing and Joint Sales Agreements.”

The following interests generally are not attributable:

1.debt instruments, non-voting stock, and options and warrants for voting stock, partnership interests, or membership interests that have not yet been exercised; Non-voting equity and debt interests which, in the aggregate, constitute more than 33.0% of a radio station’s “enterprise value” (which consists of the total equity and debt capitalization) are considered attributable in certain circumstances;

2.limited partnership or limited liability company membership interests where (a) the limited partner or member is not “materially involved” in the media-related activities of the partnership or limited liability company, and (b) the limited partnership agreement or limited liability company agreement expressly “insulates” the limited partner or member from such material involvement by inclusion of provisions specified in FCC rules; and

3.holders of less than 5.0% of an entity’s voting stock.

In April 2021, the U.S. Supreme Court upheld the FCC’s 2017 decision to eliminate certain media ownership restrictions, including the ban on common ownership of newspapers and radio stations within the same market and the radio/television cross-ownership rule. On June 4, 2021, the FCC’s Media Bureau adopted an Order implementing these rule changes, which became effective June 30, 2021. On June 4, 2021, the FCC’s Media Bureau also issued a Public Notice to refresh the record in its latest proceeding to review the broadcast ownership rules. The Bureau sought comment on a number of matters, including the three structural ownership rules that remain in place following the Supreme Court’s decision – the local radio ownership rule, the local television ownership rule, and the dual network rule – and several diversity proposals. The comment period closed in August 2021, and the proceeding remains open.

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. Complaints from audiences concerning a radio station’s content may be filed at any time and will be considered by the FCC both at the time they are filed and in connection with a licensee’s renewal application. FCC rules also require broadcasters to provide equal employment opportunities (“EEO”) in the hiring of new personnel, to abide by certain procedures in advertising employment opportunities, to make information available on employment opportunities on their websites (if they have one), and to maintain certain records concerning their compliance with EEO rules. The FCC will entertain individual complaints concerning a broadcast licensee’s failure to abide by the EEO rules and also conducts random audits on broadcast licensees’ compliance with EEO rules. We have been the subject of several EEO audits. To date, none of those audits has disclosed any major violation that would have a material adverse effect on our operations. Radio stations also must follow provisions in the Communications Laws that regulate a variety of other activities, including political advertising, the broadcast of obscene or indecent content, sponsorship identification, the broadcast of contests and lotteries, and technical operations (including limits on radio frequency radiation).

Local Marketing and Joint Sales Agreements

A number of radio stations, have entered into LMAs (also known as Time Brokerage Agreements) or Joint Sales Agreements (“JSAs”). In a typical LMA, the licensee of a radio station makes available, for a fee, airtime on its radio station to a party which supplies content to be broadcast during that airtime and collects revenue from advertising aired during such content. A typical JSA authorizes one radio station to sell another radio station’s advertising time and retain the revenue from the sale of that airtime. A JSA typically includes a periodic payment to the radio station whose airtime is being sold (which may include a share of the revenue being collected from the sale of airtime). LMAs and JSAs are subject to compliance with the antitrust laws and the Communications Laws, including the requirement that the licensee must maintain independent control over the radio station and, in particular, its personnel, content and finances. The FCC has held that such agreements do not violate the Communications Laws as long as the licensee of the radio station receiving content from another station or whose time is being sold by another station maintains ultimate responsibility for, and control over, radio station operations and otherwise ensures compliance with the Communications Laws.

A radio station that brokers more than 15.0% of the weekly content hours, or sells more than 15.0% of the weekly advertising time of another radio station in its market, will be considered to have an attributable ownership interest in that radio station for purposes of the FCC’s ownership rules. In that situation, a radio station may not enter into a LMA that allows it to program more than 15.0% of the weekly content hours of another radio station that it could not own under the FCC’s multiple ownership rules. In addition, a station cannot have a JSA with another station in the same market if the FCC’s ownership rules would otherwise prohibit common ownership of the radio stations.

Antitrust and Market Concentration Considerations

Potential future acquisitions, to the extent they meet specified size thresholds, will be subject to applicable waiting periods and possible review under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), by the Department of Justice (“DOJ”) or the Federal Trade Commission (“FTC”), either of whom can be required to evaluate a transaction to determine whether that transaction should be challenged under the federal antitrust laws. 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 $101.0 million, effective February 23, 2022. Our acquisitions have not met this threshold. Acquisitions that are not required to be reported under the HSR Act may still be investigated by the DOJ or the FTC under the antitrust laws before or after consummation. At any time before or after the consummation of a proposed acquisition, the DOJ or the FTC could take such action under the antitrust laws as it deems necessary, including seeking to enjoin the acquisition or seeking divestiture of the business acquired or certain of our other assets. The DOJ has reviewed numerous radio station acquisitions where an operator proposes to acquire additional radio stations in its existing markets or multiple radio stations in new markets and has challenged a number of such transactions. Some of these challenges have resulted in consent decrees requiring the sale of certain radio stations, the termination of LMAs or other relief. In general, the Department of Justice has more closely scrutinized radio mergers and acquisitions resulting in local market shares in excess of 35.0% of local radio advertising revenue, depending on format, signal strength and other factors. There is no precise numerical rule, however, and certain transactions resulting in more than 35.0% revenue shares have not been challenged, while certain other transactions may be challenged based on other criteria such as audience shares in one or more demographic groups as well as the percentage of revenue share. We estimate that we have more than a 35.0% share of radio advertising revenue in many of our markets.

The DOJ enforces the antitrust laws in the broadcasting industry and there can be no assurance that one or more of any future acquisitions will not be the subject of an investigation or enforcement action by the DOJ. Similarly, there can be no assurance that the DOJ, the FTC or the FCC will not prohibit such acquisitions, require that they be restructured, or require that we divest radio stations we already own in connection with an acquisition. In addition, private parties may under certain circumstances bring legal action to challenge an acquisition.

As part of its review of certain radio station acquisitions, the DOJ has stated publicly that it believes that commencement of operations under LMAs, JSAs and other similar agreements customarily entered into in connection with radio station ownership assignments and transfers prior to the expiration of the waiting period under the HSR Act could violate the HSR Act. Accordingly, our policy is not to commence operation under an LMA, a JSA, or similar agreement of any affected radio station to be acquired until the waiting period under the HSR Act has expired or been terminated.

Formation and Form of Organization

Townsquare Media, LLC, a Delaware limited liability company, was formed on February 26, 2010. In connection with our initial public offering, on July 25, 2014, Townsquare Media, LLC, converted to Townsquare Media, Inc., a Delaware corporation.

SUMMARY RISK FACTORS

The following is a summary of the principal risks that make an investment in our company speculative or risky, all of which are more fully described in the Risk Factors section below. This summary should be read in conjunction with the Risk Factors section and should not be relied upon as an exhaustive summary of the material risks facing our business.

The impact of the COVID-19 pandemic, or the impact of any future pandemic, is uncertain and difficult to predict, but the COVID-19 pandemic and the measures taken to contain it has had a material adverse effect on our business and revenues to date and may have a material adverse effect on our business, financial condition, results of operations, stock price, and liquidity in the future.

We are also subject to risks and uncertainties related to general economic conditions and our business, some of which are beyond our control, including that:

•Decreased spending by advertisers, as a result of factors such as supply chain disruption, inflation and changes in the economy have had, and may continue to have a material adverse effect on our business.

•Our business, financial condition and results of operations may be adversely affected if we are unable to acquire certain broadcast rights or our broadcast rights contracts are not renewed on sufficiently favorable terms.

•Our results are impacted by political advertising revenue, which can vary from even to odd-numbered years.

•If we are unable to retain our digital audience, our business may be adversely affected.

•To remain competitive, we must respond to changes in technology, services and standards that characterize our industry.

•The failure or destruction of transmitter and other facilities that we depend upon to distribute our content could materially adversely affect our business, financial condition and results of operations.

•We are dependent on key personnel.

•Increases in or new royalties could adversely impact our business, financial condition and results of operations.

•Our substantial indebtedness could have an adverse impact on us.

•We may be adversely affected by the occurrence of extraordinary events, such as terrorist attacks, pandemics or natural disasters, as we have experienced with the COVID-19 pandemic.

•Capital requirements necessary to operate our business or consummate acquisitions could pose risks.

We also face risks and uncertainties related to our industry and competition, including that:

•Our future revenue and earnings growth may be significantly impacted by our digital lines of business, which are subject to significant competition and rapidly changing technology.

•We may lose audience ratings, market share and advertising revenue to competing radio stations or other types of media competitors.

•Our success is also dependent upon audience engagement with our content, which is difficult to predict.

Additionally, we are subject to risks related to our acquisitions strategy, such as:

•Due to various market and financial conditions, we may not be able to successfully complete future acquisitions or future dispositions of our radio stations, or achieve the related benefits we anticipate.

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

We are also subject to risks and uncertainties related to technology that may also affect our business, including that:

•New technologies could block our digital ads, which 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.

Our business depends upon licenses issued by and is subject to the rules and regulations of the FCC and other government entities, and our business is subject to risks associated therewith, including that:

•If licenses were not renewed or we were to be out of compliance with FCC regulations and policies, our business could be materially impaired.

•The FCC has been vigorous in its enforcement of its rules and regulations, including its indecency and sponsorship identification rules, violations of which could have a material adverse effect on our business.

Our status as a smaller reporting company may subject us and our stockholders to certain risks.

ITEM 1A. RISK FACTORS

An investment in Townsquare involves a variety of risks and uncertainties. The following factors and other factors discussed in this Annual Report could cause our actual results to differ materially from those contained in forward-looking statements made in this Annual Report or presented elsewhere in future SEC reports or statements made by our management from time to time. These factors may have a material adverse effect on our business, financial condition, operating results and cash flows, and should be carefully considered. We may update these factors in our future periodic reports.

Risks Related to COVID-19

The U.S. economy and financial markets continue to experience volatility due to the COVID-19 pandemic. Our business, results of operations and financial condition were adversely affected by the COVID-19 pandemic in 2020 and 2021. The COVID-19 pandemic and measures taken to contain it have subjected our business, results of operations, financial condition, stock price and liquidity to a number of material risks and uncertainties, all of which may continue, including, but not limited to:

•advertising revenue makes up the majority of our revenue, and, like other similar businesses that depend on advertising spend, we have experienced, and may continue to experience, a decline in this revenue stream;

•although many COVID-19 related government and regulatory restrictions have been lifted, consumer discretionary spending, customer advertising, and attendance at live events may continue to be challenged due to fear, uncertainty, the development of COVID-19 variants, and the increased challenges for businesses to re-start. Any prolonged reduction in actual revenues and anticipated reduction in projected revenues may require us to evaluate our intangible assets or goodwill for impairment;

•as a result of the COVID-19 pandemic, we have been forced to postpone or cancel a large number of our live events, which has had, and may continue to have, a negative impact on our live events revenue;

•the potential negative impact on the health of our employees, particularly if a significant number are impacted, could affect our ability to ensure business continuity during the period of disruption related to the pandemic and could increase our health benefits expense. The pandemic has forced many of our on-site and management office employees to work remotely for periods of time, which may adversely impact our ability to effectively manage our business and maintain our financial reporting processes and related controls, as well as introduce operational risk, including an increased vulnerability to potential cyber security attacks;

•the financial markets and our stock price have also been adversely impacted by the COVID-19 pandemic, and the negative financial impact of the COVID-19 pandemic could result in difficulty accessing debt or equity capital on attractive terms, or at all, funding business operations, complying with the covenants and obligations under any existing or future debt, including meeting required payments of principal and interest or repaying outstanding debt, as well as negatively affect our credit rating, and could present similar difficulties to our clients as well as challenging their ability to meet their payment obligations to us and our and their ability to comply with our agreements; and

•our operations have been affected by the COVID-19 pandemic. We have taken actions to reduce non-essential capital expenditures and continue to evaluate opportunities for managing our operating expenses

and conserving our financial resources. Our future strategies, prospects and plans for growth may also be negatively impacted by the COVID-19 pandemic.

Taken individually, or together in any combination, the above could cause a material adverse effect on our business, financial condition, results of operations, and liquidity, although the extent of the potential effect will depend on future actions and outcomes, which are uncertain and cannot be predicted with confidence, including the development and severity of COVID-19 variants, the short-term and long-term economic impact of the pandemic (including consumer discretionary spending, supply chain disruptions, inflation, labor shortages, and the effect on advertising activity), the actions taken to mitigate the impact of the virus, including the rates and effectiveness of vaccines, and the pace of economic and financial market recovery, among others. Further, many of the Risk Factors described in this report are more likely to occur and be further intensified as a result of the impact of the COVID-19 pandemic.

Risks Related to Economic Conditions and Our Business

Decreased spending by advertisers, as a result of factors such as supply chain disruption, inflation and changes in the economy have had, and may continue to have a material adverse effect on our business.

Because a substantial majority of our net revenue is generated from the sale of local, regional and national advertising on our digital properties and radio stations, and to a lesser extent, at our live events, a downturn in the economy, prolonged supply chain disruptions or labor shortages, a significant increase in inflation rates, or reduction in consumer confidence in the U.S. economy may have a material adverse impact on our business, financial condition and results of operations, as advertisers generally reduce their spending during such periods. Furthermore, because a substantial portion of our revenue is derived from local advertisers, our ability to generate advertising revenue in specific markets (including concentrations in and around the Northeast, Upper Midwest, Texas and the Mountain West) could be adversely affected by local or regional economic downturns. A downturn in the U.S. economy could also adversely affect our advertising revenue and our results of operations.

Decisions by advertisers to delay or reduce their advertising spend on our platforms could also slow our revenue growth or reduce our revenues. For instance, beginning in approximately April 2021, decisions by advertisers to decrease or delay advertising spend due to supply chain disruptions had an adverse impact on our revenue and revenue growth. While many advertisers have increased spending on advertising in 2021 as compared to 2020, certain industries such as the automotive industry, are still experiencing supply chain disruption and as circumstances change, we may continue to see reduced advertising levels and postponed or cancelled campaigns.

In addition, a significant percentage of our advertising revenue is generated from the sale of advertising to the automotive, financial services and retail industries. These industries, among others, have been adversely affected by prior downturns in the economy, and may be adversely affected by any future downturns in the economy, and a significant decrease in advertising revenue from advertisers in these industries in the future could have a material adverse effect on our business, financial condition and results of operations.

A decline in attendance at or reduction in the number of concerts, expositions and other experiential events and other forms of entertainment may have an adverse effect on revenue and operating income from our live events business. In addition, during periods of economic slowdown and recession, many consumers have historically reduced their discretionary spending and advertisers have reduced their advertising expenditures. Consumer discretionary spending is sensitive to many factors such as employment, fuel and energy prices, inflation and general economic conditions, and as a result, the risks associated with our live events business may become more acute in periods of a slowing economy or recession, which may be accompanied by a decrease in attendance at our live events. The impact of economic slowdowns on our business is difficult to predict, but they may result in reductions in ticket sales, sponsorships and our ability to generate revenue from live events or grow our live events 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.

The acquisition of broadcast rights is highly competitive, and we may be adversely impacted by certain exclusive content rights held by our competitors. We sometimes enter into broadcast rights contracts in the ordinary course of business for both the acquisition and distribution of media content and products, including contracts for both the acquisition and distribution of content rights for sporting events and other programs, and contracts relating to content produced by third parties on our radio stations. If we are unable to renew these contracts, as they expire, on acceptable terms, we may lose these rights, the related content and the related revenue. Even if these contracts are renewed, the cost of obtaining content rights may increase (or increase at faster rates than in the past) or the revenue from distribution of content may be reduced (or increase at slower rates than in the past). The impact of broadcast rights contracts and the terms of the contracts on our results will depend on a number of factors beyond our control, including the strength of advertising markets, effectiveness of marketing efforts, the size of audiences, and the related contract expenses and costs. There can be no assurance that revenue from content based on these rights will exceed the cost of the rights plus the other costs of producing and distributing the content.

Our results are impacted by political advertising revenue, which can vary from even to odd-numbered years.

Approximately 0.8% and 4.3% of our net revenue for the years ended December 31, 2021 and 2020, 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. For example, during 2021, we had political advertising revenue of $3.5 million, as compared to $16.0 million in 2020. 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.

The increasing number of digital media options available on the internet, through social networking platforms and through mobile and other devices distributing news and other content is expanding consumer choice significantly. Faced with a multitude of media choices and a dramatic increase in accessible information, consumers may place greater value on when, where, how and at what price they consume digital content than they do on the source or reliability of such content. The popularity of news aggregation websites and customized news feeds (often free to users) may reduce our traffic levels by creating a disincentive for the audience to visit our websites or use our mobile applications. In addition, the undifferentiated presentation of some of our content in aggregation with other content may lead audiences to fail to distinguish our content from the content of other providers. Our reputation for quality journalism and content are important in competing for revenue in this environment and are based on consumer and advertiser perceptions. If consumers fail to differentiate our content from other content providers in digital media, or if the quality of our journalism or content is perceived as less reliable, we may not be able to increase our online traffic sufficiently or retain a base of frequent visitors to our local and national digital properties.

Online traffic is also driven by internet search results, including search results provided by Google, the primary search engine directing traffic to our websites. Search engines frequently update and change the methods for directing search queries to websites or change methodologies or metrics for valuing the quality and performance of internet traffic on delivering cost-per-click advertisements. Any such changes could decrease the amount of revenue that we generate from online advertisements. The failure to successfully manage search engine optimization efforts across our business could result in a significant decrease in traffic to our various websites, which could result in substantial decreases in conversion rates and repeat business, as well as increased costs if we were to replace free traffic with paid traffic, any or all of which would adversely affect our business, financial condition and results of operations.

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

To remain competitive, we must respond to changes in technology, services and standards that characterize our industry.

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

•satellite-delivered digital audio radio service, which resulted in subscriber-based satellite radio services with numerous niche formats;

•audio content by cable systems, direct-broadcast satellite systems, personal communications systems, content available over the internet and other digital audio broadcast formats;

•in-band on-channel digital radio, which provides multi-channel, multi-format digital radio services in the same bandwidth currently occupied by traditional AM and FM radio services;

•Low-Power FM radio stations, which are non-commercial FM radio broadcast outlets, that serve small, localized areas;

•applications that permit users to listen to programming on a time-delayed basis and to fast-forward through programming and/or advertisements (e.g.. podcasts);

•iPhone/iPod/iPad and similar mobile devices, gaming consoles, in-home entertainment and enhanced automotive platforms, voice activated smart speakers, and streaming internet services such as Netflix, Spotify, and Pandora, all of which provide access to audio and other entertainment content to consumers.

The radio broadcasting industry historically has grown despite the introduction of new technologies for the delivery of entertainment and information, including the introduction of new technologies used in automobiles, as a result, in part, of a growing population, greater use of the automobile and increased commuter times. We cannot guarantee that this historical growth will continue. Some of the technologies, particularly satellite digital audio radio service and internet radio, compete for the consumer’s attention in the car, workplace, outdoors and elsewhere.

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

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 use studios, satellite systems, transmitter facilities and the internet to originate and/or distribute our content. We rely on third-party contracts and services to operate our origination and distribution facilities. These third-party contracts and services include, but are not limited to, electrical power, satellite downlinks, telecom circuits and internet connectivity. Distribution may be disrupted due to one or more third parties losing their ability to provide particular services to us, which could adversely affect our distribution capabilities. A disruption can be caused as a result of any number of events such as local disasters (accidental or environmental), such as 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. Our ability to distribute content to our radio station audience and/or network affiliates may be disrupted for an undetermined period of time until alternate facilities are engaged and put on-line. Furthermore, until we fix issues that arise or third-party services resume when applicable, the inability to originate or distribute content could have a material adverse effect on our business, financial condition and results of operations.

We are dependent on key personnel.

The leadership, skills and experience of our senior management team are critical to our operations, and the loss of one or more members of our senior management team could have a material adverse effect on our business, financial condition and results of operations, including impairing our ability to execute and evolve our business strategy. We believe that our future success will depend greatly on our continued ability to attract, retain and motivate highly skilled and qualified personnel.

Future success and growth in our digital businesses depends upon our continued ability to develop and maintain technology and identify, hire, develop, motivate and retain highly skilled technical and sales talent. Competition for employees with these skill sets is intense and our continued ability to compete effectively depends, in part, upon our ability to attract new employees. We will also need to be able to balance the costs of recruiting and retaining these employees with profitable growth. If we are unable to do so, our business, financial condition or results of operations may be adversely affected.

The success of our radio stations is significantly impacted by our on-air talent, and we compete for on-air talent with other radio stations and radio station groups, radio networks, and other providers of syndicated content and other media such as broadcast television, cable television, satellite television, the internet and satellite radio. Our employees and other on-air talent are subject to change and may be lost to competitors or for other reasons, and the contracts we have with certain talent generally are limited in duration. Any adverse changes in particular programs or on-air talent in a particular market could have a negative impact on our ratings and generally could have a material adverse effect on our ratings and our ability to attract advertisers, which could negatively impact our business, financial condition or results of operations adversely affect revenues in that particular market.

Increases in or new royalties could adversely impact our business, financial condition and results of operations.

We pay royalties to song composers and publishers through four professional rights organizations (“PROs”), which currently are Broadcast Music, Inc. (“BMI”), the American Society of Composers, Authors and Publishers (“ASCAP”), SESAC, Inc. (“SESAC”) and Global Music Rights, Inc. (“GMR”), for the performance of music on our radio stations and websites. We also pay royalties to Sound Exchange for music streamed on our websites. Royalty rates are subject to adjustment and it is possible that our royalty rates associated with obtaining rights to use musical 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. In addition, the emergence of one or more new PROs could increase the royalties we pay.

From time to time, Congress considers legislation that could require that radio broadcasters pay performance royalties to record labels and recording artists. 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. The proposed legislation would add an additional layer of royalties to be paid directly to record labels and artists. It is currently unknown what proposed legislation, if any, will become law, however such an additional royalty could have an adverse effect on our business, financial condition and results of operations.

The Department of Justice has been considering whether to reform or terminate the long-standing consent decrees that govern music licensing by ASCAP and BMI. Additionally, there has been litigation concerning whether these consent decrees require full-work licensing, resulting in a ruling by a federal appeals court that they do not. The reformation or termination of these consent decrees and the resolution of the full-work licensing issue each could lead to the increase of our royalty rates associated with obtaining rights to use musical compositions and sound recordings in our programming content.

Our substantial indebtedness could have an adverse impact on us.

We have a significant amount of indebtedness. As of December 31, 2021, we had $541.5 million of outstanding indebtedness, net of deferred financing costs of $8.5 million, with annual cash interest expense requirements of approximately $38.0 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. 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.

For example, it could:

•increase our vulnerability to adverse changes in general economic, industry and competitive conditions;

•require us to dedicate a substantial portion of our cash flow from operations to make payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes;

•limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

•restrict us from taking advantage of opportunities to grow our business;

•make it more difficult to satisfy our financial obligations;

•place us at a competitive disadvantage compared to our competitors that have less debt obligations; and

•limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions, debt service requirements, the execution of our own business strategy or other general corporate purposes on satisfactory terms or at all.

In addition, the agreements evidencing or governing our current indebtedness do contain, and the agreements evidencing or governing our future indebtedness may contain, restrictive covenants that will limit our ability to engage in activities that may be in our long-term best interest. Our ability to comply with those covenants depends on our future operating performance and cash flow, which are in turn subject to prevailing economic conditions, increases or decreases in advertising spending, changes in the highly competitive industry in which we operate, which may be rapid, and other factors, many of which are beyond our control. Our 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.

Interest is payable on the 2026 Notes semi-annually in cash in arrears on February 1st and August 1st of each year. Any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness. 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.

We may be adversely affected by the occurrence of extraordinary events, such as terrorist attacks, pandemics or natural disasters, as we have experienced with the COVID-19 pandemic.

The occurrence of extraordinary events, such as terrorist attacks, natural disasters, contagious disease outbreaks or pandemics (for example, the COVID-19 pandemic), intentional or unintentional mass casualty incidents or similar events may substantially impact our operations in specific, geographic areas, as well as nationally, may directly affect our employees, including our key employees, and may decrease the use of and demand for advertising, and the attendance at our live events, which may decrease our revenue or expose us to substantial liability. The occurrence of future terrorist attacks, military actions by the U.S., contagious disease outbreaks or pandemics or other unforeseen similar events cannot be predicted, and their occurrence can be expected to negatively affect the economies where we do business in general and specifically in the market for advertising or live events. In addition, an act of God or a natural disaster, such as a weather event or wildfire, which may increase in frequency due to climate change, could adversely impact any one or more of the markets where we do business, thereby impacting our business, financial condition and results of operations.

Capital requirements necessary to operate our business or consummate acquisitions could pose risks.

Our business requires a certain level of capital expenditures. If our cash flows and capital resources are insufficient to fund our debt service obligations, we could be forced to reduce or delay investments and capital expenditures, adversely impacting our business, financial condition and results of operations. In addition, we may be required to increase our debt and/or issue equity securities in order to consummate an acquisition, and we may not have sufficient cash flows and capital resources to consummate one or more acquisitions. In addition, our ability to obtain financing depends on a number of other factors, many of which are also beyond our control, such as interest rates and national and local business conditions. If the cost of obtaining needed financing is too high or the terms of such financing are otherwise unacceptable in relation to the acquisition opportunity we are presented with, we may decide to forego that opportunity. Additional indebtedness could increase our leverage and make us more vulnerable to economic downturns and may limit our ability to withstand competitive pressures.

Risks Related to Our Industry and Competition

Our future revenue and earnings growth will be significantly impacted by our digital lines of business, which are subject to significant competition and rapidly changing technology.

We invest significant capital and employee resources in our digital businesses, including our subscription digital marketing solutions business, Townsquare Interactive, and our programmatic digital advertising business. These digital business lines are subject to significant competition, rapidly changing technology, and evolving standards. As we continue to grow these lines of business and to expand into new markets, we will also face new sources of competition, including, in certain of these markets, from companies with longer operating histories, established customer bases, greater brand recognition and more financial, technical, marketing, and related resources. We will need to cultivate new relationships with customers, third party providers and other partners in each of these markets. We may not be able to compete successfully against current and future competitors, and our business, results of operations and financial condition will be harmed if we fail to meet these competitive pressures. 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. To do so, we must convince prospective subscribers of the benefits of our technology platform and existing subscribers of the continuing value of our products and services. Most of our contracts with subscribers are terminable upon short or no notice. The digital marketing solutions sector is highly competitive. We believe our solutions are well positioned to serve the SMBs in markets outside the top 50 upon which we focus. However, if our net subscriber base decreases, our business, financial condition and operating results will be adversely affected.

We may lose audience ratings, market share and advertising revenue to competing radio stations or other types of media competitors.

We operate in a highly competitive industry. Our radio operations compete for audiences and advertising market share with other radio stations and radio station groups, radio networks, other syndicated content and other media such as broadcast television, newspapers, magazines, cable television, satellite television, the internet, internet radio, digital platforms and applications, satellite radio, outdoor advertising, mobile devices and other portable digital audio players. We also compete for advertising dollars with other large digital companies, such as Facebook, Google and Amazon. Any adverse change in a particular market or in the relative market positions of the radio stations located in a particular market, or any adverse change in audiences’ preferences could have a material adverse effect on our ratings or revenue. Other radio broadcasting companies may enter the markets in which we operate or may operate in the future, offer syndicated content that competes with our content, or try to acquire distribution rights of media content and products or on-air talent that we use or have under contract, and these companies may be larger and have more financial resources than we do.

In addition, from time to time, other radio stations may change their format or content, or a radio station may adopt a format to compete directly with us for audiences and advertisers. These tactics could result in lower ratings,

lower market share and lower advertising revenue or increased promotion and other expenses and, consequently, lower earnings and cash flow for us. Audience preferences as to format or content may also shift due to demographic changes, personnel or other content changes, a decline in broadcast listening trends or other reasons. We may not be able to adapt to these changes or trends, any of which could have a material adverse impact on our business, financial condition and results of operations. If we elect to make significant changes to our format or content to respond to changes in audience preferences or competition in a number of markets, such changes could utilize significant management resources, capital and time to implement and our new format and content may not be successful.

Competition for advertising is generally based on audience levels and demographics, price, service and advertising results. It has intensified as a result of the continued development of digital media and in recent years, advertisers have shifted dollars toward digital, putting downward pressure on our broadcast revenue. If this trend continues, we may experience a decline in broadcast revenue as a result. In addition, competition from all of these media and services affects our ability to attract and retain advertisers and consumers and to maintain or increase our advertising rates.

Our success is dependent upon audience engagement with our content, which is difficult to predict.

Digital media and radio content production and distribution is an inherently risky business because the revenue derived from the production and distribution of digital media content or a radio program, and the licensing of rights to the intellectual property associated with the content or program, depend primarily upon their acceptance by the public, which is difficult to predict. The commercial success of content or a program also depends upon the quality and acceptance of other competing programs released into the marketplace at or near the same time, the availability of alternative forms of entertainment and leisure time activities, general economic conditions and other tangible and intangible factors, all of which are difficult to predict.

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. For example, if there is an event causing a change of programming at one of our radio stations, there could be no assurance that any replacement programming would generate the same level of ratings, revenue or profitability as the previous programming. In addition, changes in ratings methodology and technology could adversely impact our ratings and negatively affect our advertising revenue. In each market, there has been a compression in the relative ratings of all radio stations in the market, enhancing the competitive pressure within the market for advertising dollars. 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.

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. In addition, our live events business typically plans and makes certain commitments to future events up to 18 months in advance of the event, and often agrees to pay an artist or other service providers or venues a fixed guaranteed deposit amount prior to our receiving any revenue as is standard in the live events industry. Therefore, if the public is not receptive to the event, or we or an artist cancel the event, we may incur a loss for the event depending on the amount of the fixed guaranteed or incurred costs relative to any revenue earned, as well as revenue we could have earned at the event. For certain events, we have cancellation insurance policies in place to cover a portion of our losses but this coverage may not be sufficient and is subject to deductibles. Furthermore, consumer preferences change from time to time, and our failure to anticipate, identify or react to these changes could result in reduced demand for our live events, which would adversely affect our business, financial condition and results of operations.

Risks Related to Acquisitions

There are risks associated with our acquisition strategy.

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. Any acquisitions in the future may be subject to various conditions, such as compliance with FCC and antitrust regulatory requirements.

The FCC requirements include:

•approval of license assignments and transfers;

•limits on the number of radio stations a broadcaster may own in a given local market; and

•other rules and policies, such as the ownership attribution rules, that could limit our ability to acquire radio stations in certain markets where one or more of our stockholders, officers or directors have other media interests.

The antitrust regulatory requirements include:

•filings with the DOJ and the FTC under the HSR Act, where applicable;

•expiration or termination of any applicable waiting period under the HSR Act; and

•possible review by the DOJ or the FTC of antitrust issues under the HSR Act or otherwise.

Completion of any acquisition may be approved by regulatory authorities subject to our compliance with certain conditions. These conditions may be onerous, and may include the requirement that we divest certain assets, which may include radio stations we already own or we propose to acquire. We cannot be certain whether we would be willing to satisfy any of these conditions or whether they can be satisfied, the timing thereof, or the potential impact on us any such conditions may have. 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.

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.

We cannot be certain that we will be able to successfully integrate any future acquisitions or manage the resulting business effectively, or that any acquisition will achieve the benefits that we anticipate. In addition, we are not certain that we will be able to acquire properties at valuations as favorable as those of previous acquisitions. Depending upon the nature, size and timing of potential future acquisitions, we may be required to raise additional financing or issue additional securities in order to consummate additional acquisitions. Our debt agreements, as may be in place at any time, may not permit us to consummate an acquisition or access the necessary additional financing because of certain covenant restrictions. Furthermore, we cannot be certain that additional capital will be available to us or, if available, that capital would be on terms acceptable to our management team.

Due to various market and financial conditions, we may not be able to successfully complete future acquisitions or future dispositions of our radio stations, or achieve the related benefits we anticipate.

We pursue strategic acquisitions when such acquisitions are strategic and financially additive and meet our overall business needs. We engage in strategic sales of our assets from time to time, as it makes financial sense to do so and meets our overall business needs. We have also been required by the FCC to divest radio stations. However, due to financial and economic market conditions, both in the radio industry and in the overall U.S. economy, as well as antitrust, FCC and other regulatory requirements, our consummation of future acquisitions or dispositions, including those requiring radio station divestitures, is uncertain and may be difficult. In addition, we cannot be certain that we will be able to successfully integrate any recent or future acquisitions or manage the resulting business effectively, or that any acquisition or disposition will achieve the benefits that we anticipate.

Risks Related to Our Financial Reporting and Accounting

We have remediated several material weaknesses in our internal control over financial reporting. If we experience additional material weaknesses in the future, our business may be harmed.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting and for evaluating and reporting on the effectiveness of our system of internal control. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. GAAP. As a public company, we are required to comply with the Sarbanes-Oxley Act and other rules that govern public companies. 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.

Management performed its assessment of the effectiveness of our internal control over financial reporting as of December 31, 2020 and had concluded that our internal control over financial reporting was not effective as of December 31, 2020 due to material weaknesses described under “Item 9A. Controls and Procedures” in this Annual Report. During 2021, management took steps to remediate all previously identified material weaknesses as of December 31, 2021.

Remediation efforts place a significant burden on management and add increased pressure to our financial resources and processes. If we identify material weaknesses in our internal control over financial reporting in the future, our business may be harmed. Such harm may include: (i) failure to accurately report our financial results, to prevent fraud or to meet our SEC reporting obligations on a timely basis or at all; (ii) material misstatements in our Consolidated Financial Statements and harm to our operating results and investor confidence; and (iii) a material adverse effect on the trading price of our stock. In addition, the foregoing could subject us to sanctions or investigations by the NYSE, the SEC or other regulatory authorities, and result in the breach of covenants in our debt agreements, any of which could have a material adverse impact on our operations, financial condition, results of operations, liquidity and our stock’s trading price.

Further, there are inherent limitations in the effectiveness of any control system, including the potential for human error and the possible circumvention or overriding of controls and procedures. Additionally, judgments in decision-making can be faulty and breakdowns can occur because of a simple error or mistake. An effective control system can provide only reasonable, not absolute, assurance that the control objectives of the system are adequately met. Finally, projections of any evaluation or assessment of effectiveness of a control system to future periods are subject to the risks that, over time, controls may become inadequate because of changes in an entity’s operating environment or deterioration in the degree of compliance with policies or procedures.

Future losses could be caused by future asset impairment of our FCC licenses and/or goodwill.

Under Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 350, “Intangibles-Goodwill and Other,” goodwill and indefinite-lived intangibles, including FCC licenses, are not amortized but instead are tested for impairment at least annually, or more frequently if events or circumstances indicate that there may be an impairment. Impairment is measured as the excess of the carrying value of the goodwill or intangible asset over its fair value. Intangible assets that have finite useful lives continue to be amortized over their useful lives and are also measured for impairment if events or circumstances indicate that they may be impaired. Impairment losses are recorded as operating expenses.

As of December 31, 2021, our FCC licenses and goodwill comprised approximately 37.9% and 21.7% of our consolidated total assets, respectively. The valuation of intangible assets is subjective and based on estimates rather than precise calculations. If actual future results are not consistent with the assumptions and estimates used, we may be exposed to impairment charges in the future. The fair value measurements for both our goodwill and indefinite-lived intangible assets use significant unobservable inputs which reflect our own assumptions about the estimates that market participants would use in measuring fair value including assumptions about risk.

Given the current economic environment and the potential negative impact on our business, there can be no assurance that our estimates and assumptions regarding the period and strength of the current economic recovery, made for the purpose of our non-amortizable intangible fair value estimates, will prove to be accurate.

Interim and/or annual impairment testing, as applicable, could result in future impairment losses. The fair value of FCC licenses and goodwill is primarily dependent on the expected future cash flows of our business. 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.

Refer to Note 6, Goodwill and Other Intangible Assets, Net for additional information.

Risks Related to Technology

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

A security breach or a cyber-attack could adversely affect our business.

A security breach or cyber-attack of our computer systems could interrupt or damage our operations or harm our reputation. 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. Any security breaches of our computer systems, including repeated or

sustained attacks or disruptions, could interrupt delivery of services to customers, potentially increasing costs and reducing revenue. 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. 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. 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.

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. 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. In some cases, recovery of such data may not be possible. If a security breach results in the exposure or unauthorized disclosure of personal information, we could incur additional costs associated with data breach notification and remediation expenses, investigation costs, regulatory penalties and fines, and legal proceedings. 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. Advances in computer capabilities, new discoveries in the field of cryptography or other events or developments may result in a compromise or breach of the algorithms that we use to protect sensitive customer transaction data. A party who is able to circumvent our security measures could misappropriate proprietary information or cause interruptions in our operations. 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. 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.

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. Despite due diligence in engaging these third parties and efforts to contractually protect our interests, we cannot guarantee that these third parties will adequately protect the personal information that we share with, or that is collected on our behalf by, such third parties or that such third parties will fully or sufficiently comply with all applicable data protection laws and contractual obligations. 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 the liability of a data breach or mishandling of personal information. Even where personal information is not involved, a successful cyber-attack on one of our third-party service providers could result in a disruption to our operations and impact revenues.

Under recent developments in data protection laws, particularly the European Union’s General Data Protection Regulation (“GDPR”), we may be liable for the compliance of any third parties engaged to process personal information on our behalf with applicable data protection laws. More recently, California enacted the California Consumer Privacy Act (the “CCPA”) that, among other things, requires covered companies to provide new disclosures to California consumers, and afford such consumers new abilities to opt-out of certain sales of personal information and, in some cases, delete such personal information. If any of our third-party service providers fail to comply with applicable laws, we may face additional exposure and liability on behalf of such providers. While we attempt to control against such outcomes through our vetting of third-party service providers and with appropriate contractual obligations, we cannot ensure our third-party service providers will fully comply with all such obligations. Moreover, the regulatory landscape

is constantly evolving and subject to ongoing interpretations and guidance from regulatory authorities. The costs of compliance with, and other burdens imposed by, the GDPR and CCPA and other privacy laws could have an adverse impact on our business, results of operations and financial condition.

We rely on third parties to provide the technologies necessary to deliver content, advertising and services to our audience, and any change in the licensing terms, costs, availability, or acceptance of these formats and technologies could adversely affect our business.

We rely on third parties to provide the technologies that we use to deliver content, advertising, and services. There can be no assurance that these providers will continue to license their technologies or intellectual property to us on reasonable terms, or at all. Providers may change the fees they charge users or otherwise change their business model in a manner that slows the widespread acceptance of their technologies. In order for our services to be successful, there must be a large base of users of the technologies necessary to deliver our content, advertising and services. 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. 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.

Certain of our products and services depend on the ability of our audience to access the internet, and certain of our products require significant bandwidth to work effectively. Currently, this access is provided by companies that have significant market power in the broadband and internet access marketplace, including incumbent telephone companies, cable companies, mobile communications companies and government-owned service providers. Some of these providers may take measures that could degrade, disrupt, or increase the cost of, access to certain of our products by restricting or prohibiting the use of their infrastructure to support or facilitate our offerings, or by charging increased fees to us or our audience to provide or access our offerings. Such interference could result in a loss of existing audience and advertisers, and increased costs, and could impair our ability to attract new audience and advertisers, thereby harming our revenue and growth.

Risks Related to Governmental Regulation and Legislation

Our business depends upon licenses issued by the FCC, and if licenses are not renewed or we are out of compliance with FCC regulations and policies, our business could be materially impaired.

The radio industry is subject to extensive regulation by the FCC under the Communications Act. 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. 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. Our latest license renewal cycle began in 2019. We have now filed all of the required applications for this renewal cycle. 70% of those applications have been granted, all for full eight-year terms. The rest remain pending. We cannot be certain that our pending or future license renewal applications will be approved, or that the renewals will not include conditions or qualifications that could adversely affect our business, financial condition and results of operations, result in material impairment or adversely affect our liquidity and financial condition. If any of our FCC licenses are not renewed, it would prevent us from operating the affected radio station and generating revenue from it. Further, the FCC has a general policy restricting the transferability of a radio station license while a renewal application for that radio station is pending. 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. The FCC’s rules governing our radio station operations impose costs on our operations and changes in those rules could have an adverse effect on our business. The FCC also requires radio stations to comply with certain technical requirements to limit interference between two or more radio stations. If the FCC relaxes these technical requirements, it could impair the signals transmitted by our radio stations and could have a material adverse effect on our business.

Moreover, governmental regulations and policies may change over time, and the changes may have a material adverse impact upon our business, financial condition and results of operations. For further details on federal regulation of radio broadcasting, see “Business-Federal Regulation of Radio Broadcasting.”

The FCC has been vigorous in its enforcement of its rules and regulations, including its indecency and sponsorship identification rules, violations of which could have a material adverse effect on our business.

The FCC’s rules prohibit the broadcast of obscene material at any time and indecent material between the hours of 6 a.m. and 10 p.m. Broadcasters risk violating the prohibition against broadcasting indecent material because of the vagueness of the FCC’s definition of indecent material, coupled with the spontaneity of live content. 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.

Furthermore, in recent years the FCC has increased its enforcement of regulations requiring a radio station to include an on-air announcement which identifies the sponsor of all advertisements and other matter broadcast by any radio station for which any money, service or other valuable consideration is received. Fines for such violations can be substantial as they are dependent on the number of times a particular advertisement is broadcast.

We cannot predict whether Congress will consider or adopt further legislation in this area. In the ordinary course of business, we or the FCC may receive complaints and we may become subject to FCC inquiries or proceedings related to our stations’ broadcasts or operations, and any resulting settlement with or fines from the FCC, revocation of any of our radio station licenses or denials of license renewal applications, could have a material adverse effect on our business, financial condition and results of operations.

We are required to obtain prior federal approval for each station acquisition, which approvals may be subject to our compliance with certain conditions, possibly including asset divestitures, which may be material.

Acquisitions have been and may continue to be, a critical component of our overall strategy. The acquisition of a radio station requires the prior approval of the FCC and may require approvals by other governmental agencies, such as the DOJ or the FTC. To obtain that approval, a proposed acquirer is required to file a transfer of control or assignment of license application with the FCC. The Communications Act and FCC rules allow members of the public and other interested parties to file petitions to deny or other objections to the FCC with respect to the grant of any transfer or assignment application. The FCC could rely on those objections or its own initiative to deny a transfer or assignment application or to require changes in the transaction, including the divestiture of radio stations and other assets, as a condition to having the application granted. 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. 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. See “-There are risks associated with our acquisition strategy” for additional information regarding FCC and other regulatory approvals required for acquisitions.

We may be adversely affected by the FCC’s actions with respect to Revitalization of AM Radio.

In October 2015, the FCC released a First Report and Order and Further Notice of Proposed Rulemaking titled “Revitalization of AM Radio Service,” enacting several modifications to its technical rules for AM radio stations. One aspect of the FCC’s revitalization order was exclusive AM filing windows in 2016 to allow AM stations to move a FM translator up to 250 miles to rebroadcast that AM station’s signal, and windows in 2017 and 2018 exclusively for AM stations to apply for a new FM translator construction permit. As a result of these filing windows many broadcast companies, including our Company, have constructed and are operating FM broadcast translator stations, or have construction permits to do so in the future, and thereby rebroadcast certain of their AM stations in the FM band. We cannot predict at this time to what extent these FM broadcast translator stations will impact our Company.

The information we collect and process is of increasing business importance and new or changing federal, state or international privacy legislation or regulation create uncertainty for our continued use of the information we collect and process.

In the course of our ordinary business operations, we may collect personal information and non-personal information that is critical or commercially-useful to our business, including personal information related to our employees, audience, advertisers, contractors, and customers. 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. In addition to the risk that a security breach may compromise this information, this information may include personal information such as names, contact information, credit card information, geolocation and demographic information that is subject to specific data protection and privacy laws.

We are subject to federal, state and international data protection and privacy laws and regulations that require us to comply with specific consumer protection, information security and data protection and privacy requirements. The legal and regulatory landscape continues to evolve, with new laws being enacted or coming into force. Additionally, we are now 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. Furthermore, as mentioned under “— Our engagement of third-party service providers increases our exposure to security and data privacy risks” above, such requirements include allowing consumers to limit our use of their personal information, or delete it entirely.

Regulatory enforcement actions and interpretations of new data protection and privacy laws and regulations may change how these requirements apply to our business and collection, use, storage, and disclosure of personal information, creating uncertainty regarding the continued viability of information-reliant business activities. Certain interpretations or implementation of new data protection and privacy laws, as well as the evolving legal and regulatory landscape, could harm our business, including negatively impacting the cost of doing business or our ability to engage in certain business practices. 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. 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.

We have implemented and are implementing policies and procedures to comply with applicable data protection and privacy laws and regulations, but such measures may not always be effective, particularly as the legal landscape continues to evolve, and regulatory guidance is often ambiguous or inconsistent. Some of our internal processes are manual and rely on employees to follow and adhere to our policies and procedures, which can result in employee error and internal compliance failures. Any failure or perceived failure by us to comply with our policies or applicable data protection and privacy laws and regulations could result in regulatory enforcement actions against us, proceedings by governmental entities, consumers or others (including our contractual third parties), and loss in brand value and reputation. 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.

New or changing federal, state or international privacy legislation or regulation could hinder the growth of our digital properties.

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. Not only are existing privacy-related laws in these jurisdictions evolving and subject to potentially disparate interpretation by governmental entities, new legislative proposals affecting privacy are

now pending at both the federal and state level in the U.S. Changes to the interpretation of existing law or the adoption of new privacy-related requirements could hinder the growth of our digital presence. Also, a failure or perceived failure to comply with such laws or requirements or with our own policies and procedures could result in significant liabilities, including a possible loss of consumer or investor confidence or a loss of customers or advertisers, and could adversely affect our business, financial condition and results of operations. Furthermore, the oversight required to monitor and adapt to the ever-changing regulatory landscape could consume considerable management focus and internal resources, or increase the costs of, or otherwise limit, our ability to do business.

Risks Related to Our Smaller Reporting Company Status

We are a smaller reporting company and intend to avail ourselves of certain reduced disclosure requirements applicable to smaller reporting companies, which could make our common stock less attractive to investors.

We are a smaller reporting company, as defined in the Exchange Act, and we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not applicable to smaller reporting companies, including reduced disclosure obligations regarding executive compensation. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile. We intend to take advantage of certain of these reporting exemptions until we are no longer a smaller reporting company. We will remain a smaller reporting company until the aggregate market value of our outstanding common stock held by non-affiliates as of the last business day of our most recently completed second fiscal quarter is $250 million or more.

General Risk Factors

The public market for our Class A Common Stock may be volatile.

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.

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. 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.

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. 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.

Our certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our certificate of incorporation provides that, subject to limited exceptions, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (iii) any action asserting a claim against us arising pursuant to any provision of the Delaware General Corporation Law, our certificate of incorporation or our by-laws, or (iv) any other action asserting a claim against us that is governed by the internal affairs doctrine. This provision is not intended to apply to claims arising under the Securities Act and the Exchange Act. To the extent the provision could be construed to apply to such claims, there is uncertainty as to whether a court would enforce the provision in such respect, and our stockholders will not be deemed to have waived compliance with federal securities laws and the rules and regulations thereunder. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and to have consented to the provisions of our certificate of incorporation described above. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and employees. Alternatively, if a court were to find these provisions of our certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business and financial condition.

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

As a result of the economic circumstances and uncertainty created by the COVID-19 pandemic, our board of directors has determined to cease payment of quarterly cash dividends, with no intention of reinstating the dividend. Any determination 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. 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.

Our certificate of incorporation and bylaws contain provisions that may delay, discourage or prevent a merger or acquisition that a stockholder may consider favorable. As a result, stockholders may be limited in their ability to obtain a premium for their shares.

Item 1B. Unresolved Staff Comments

Not applicable.

Item 2. Properties

The types of properties required to support our business include offices, radio station studios as well as transmitter and tower sites. In each of our markets our radio station studios and offices are generally co-located. Transmitter and tower sites are also generally co-located. 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, 2021, we owned 45 facilities containing broadcast studios and 282 towers in our 67 markets. Where we do not own studios or towers, we lease these facilities. In addition, we lease various office facilities across the U.S. for our corporate, digital marketing solutions, and e-commerce operations, including a space in Purchase, New York for our principal corporate office. We also lease venues to host our live events from time to time.

We do not anticipate any difficulties in renewing any facility leases or in leasing alternative or additional space, if required. We own or lease substantially all of our other equipment, consisting principally of transmitting antennae, transmitters, studio equipment, certain live event production equipment and general office equipment. Where we do not own necessary equipment, we lease that equipment. In some cases, we lease the equipment in addition to our owned equipment.

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

Item 3. Legal Proceedings

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, 2021. In the normal course of business, the Company is subject to various regulatory proceedings, lawsuits, claims and other matters related to intellectual property, personal injury, employee, or other matters. These matters are subject to many uncertainties and outcomes are not predictable with assurance. However, we do not believe that the ultimate resolution of these matters will have a material adverse effect on our financial position or results of operations.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Shares of our Class A common stock, par value $0.01 per share, trade under the symbol “TSQ” on the NYSE. There is no established public trading market for our Class B common stock or our Class C common stock.

Holders

On March 7, 2022 the Company had 140 Class A common stockholders of record, 4 Class B common stockholders of record and 2 Class C common stockholders of record. A substantially greater number of holders are beneficial owners whose shares are held of record by banks, brokers and other financial institutions.

Dividend Policy

In 2018 the Company paid its first cash dividend of $0.075 per share, and paid equivalent dividends on a quarterly basis through the second quarter of 2020. Each quarterly dividend payment was approximately $2.1 million in the aggregate. The final dividend payment was made to shareholders of record as of April 2, 2020 on May 15, 2020. Due 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. Any future determination to pay dividends will be at the discretion of our board of directors, subject to compliance with covenants in our current and future agreements governing our indebtedness, and will depend upon our results of operations, financial condition, capital requirements and other factors that our board of directors deems relevant.

In addition, since we are a holding company, substantially all of the assets shown on our Consolidated Balance Sheets are held by our subsidiaries. Accordingly, our earnings, cash flow and ability to pay dividends largely depend upon the earnings and cash flows of our subsidiaries and the distribution or other payment of such earnings to us.

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, 2021.

For information on securities authorized for issuance under the Company’s equity compensation plan, see "Item 12 - Security Ownership of Certain Beneficial Owners and Related Stockholder Matters."

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following management’s discussion and analysis is intended to provide the reader with an overall understanding of our financial condition, results of operations, cash flows and sources and uses of cash. This section also includes general information about our business and a discussion of our management’s analysis of certain trends, risks and opportunities in our industry. In addition, we also provide a discussion of accounting policies that require critical judgments and estimates. This discussion should be read in conjunction with our Consolidated Financial Statements and related notes appearing elsewhere in this Annual Report. The following discussion contains forward-looking statements and our actual results could differ materially from those discussed in the forward-looking statements as a result of a number of factors, including those set forth in the sections entitled “Risk Factors” and “Forward-Looking Statements” and elsewhere in this Annual Report.

Note About Forward-Looking Statements

This report includes estimates, projections, statements relating to our business plans, objectives and expected operating results that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act. 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. See the section of this Annual Report titled, “Forward-Looking Statements” for further information regarding forward-looking statements.

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 assets include a subscription digital marketing services business (“Townsquare Interactive”), providing website design, creation and hosting, search engine optimization, social platforms and online reputation management for approximately 26,800 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 330 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 321 local terrestrial radio stations in 67 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.

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. Through our digital programmatic advertising platform, we are able to hyper-target audiences for our local, regional and national advertisers by combining first and third party audience and geographic location data, providing them the ability to reach a high percentage of their online audience. Ignite delivers these solutions across desktop, mobile, connected TV, email, paid search and social media platforms utilizing display, video and native executions. We also offer subscription digital marketing solutions through Townsquare Interactive to small and mid-sized local and regional businesses in markets outside the top 50 across the United States, including, but not limited to the markets in which we operate radio stations. Our digital marketing solutions include traditional and mobile-enabled website development and hosting services, e-commerce platforms, search engine and online directory optimization services, online reputation monitoring, social media management, and website retargeting.

Our sales of advertisements are primarily affected by the demand for advertising from local, regional and national advertisers and the advertising rates we charge. 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 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. In addition, we believe that the diversification of formats on our radio stations and websites helps to insulate our local media assets from the effects of changes in musical tastes of the public with respect to any particular format.

Advertising revenue is highly correlated to changes in gross domestic product (“GDP”) as dollars spent on advertising has historically trended in line with, and in our experience often lags, changes in GDP. According to the U.S. Department of Commerce estimate as of January 27, 2022, U.S. GDP increased 5.7% for the year ended December 31, 2021.

We strive to maximize our net revenue by managing our digital and broadcast advertising inventory and adjusting prices based on supply and demand and by broadening our base of advertisers and subscribers. Our selling and pricing activity is based on demand for our advertising inventory and, in general, we respond to this demand by varying prices rather than by varying our target inventory levels. The optimal number of advertisements available for sale depends on the platform and in the case of our radio stations, their online streams and mobile applications, the programming format of a particular radio station. Each of our advertising products has a general target level of available inventory. We seek to broaden our base of local advertisers in each of our markets by providing a wide array of digital and broadcast solutions to help clients growth their business and achieve their goals.

Our advertising contracts are generally short-term. In the media industry, companies, including ours, sometimes utilize barter agreements that exchange advertising time for goods or services such as travel or lodging, instead of cash.

A portion of our expenses are variable. These variable expenses primarily relate to sales costs, such as commissions and inventory costs, as well as certain programming costs, such as music license fees, and certain costs related to production. Marketing and promotions expenses are discretionary and are primarily incurred in an effort to maintain and/or increase our audience share. Other programming, digital, engineering and general and administrative expenses are primarily fixed costs.

In December of 2021, the Company changed its reporting segments in order to reflect its strategic focus, organizational structure and the information reviewed by its CODM as a digital media and digital marketing solutions company with market leading radio stations. The Company has identified three segments, which are Subscription Digital Marketing Solutions, Digital Advertising and Broadcast Advertising, and the remainder of our business is reported in an Other category. The Subscription Digital Marketing Solutions segment includes our subscription digital marketing solutions business, Townsquare Interactive. 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 Other category includes our owned and operated live events. We have presented segment information for the year ended December 31, 2020 in conformity with the current year’s segment information.

OVERVIEW OF OUR PERFORMANCE

Recent Transactions

6.875% Senior Notes Offering

On January 6, 2021, the Company completed the private offering and sale of $550.0 million aggregate principal amount of 6.875% senior secured notes due 2026 (the “2026 Notes”) at an issue price of 100.0%. The net proceeds from the 2026 Notes, together with cash on hand, were used to repay: (i) all outstanding borrowings under the 2015 senior secured credit facility, which included a seven year $275.0 million term loan facility (the "Term Loans") with $272.4 million principal amount outstanding and $2.1 million in accrued interest, (ii) all of the outstanding $273.4 million of principal amount of 6.5% Unsecured Senior Notes due in 2023 (the “2023 Notes”), a prepayment premium of $4.4 million, and $5.1 million in accrued interest, and (iii) fees and expenses related thereto. The Company also terminated its revolving credit facility and all other obligations thereunder were repaid effective January 6, 2021.

The Company incurred approximately $13.6 million of fees and expenses in connection with the issuance of the 2026 Notes, of which approximately $9.4 million were capitalized and are being amortized over the remaining term of the 2026 Notes using the effective interest method. The Company recognized a $4.9 million loss on the early extinguishment of debt during the three months ended March 31, 2021, due to a $3.1 million portion of the 2023 Notes prepayment premium and the write-off of $1.8 million of unamortized debt discount and deferred financing fees previously capitalized in connection with the senior secured credit facility and 2023 Notes. The Company recognized a $1.1 million loss on the modification of Terms Loans and 2023 Notes during the three months ended March 31, 2021, which is primarily related to a portion of fees and expenses incurred related to the issuance of the 2026 Notes.

Refer to Note 8, Long-term Debt, in the accompanying Notes to Consolidated Financial Statements for additional information related to our 2026 Notes.

Stock Repurchase

On January 24, 2021, the Company entered into a stock repurchase agreement with certain affiliates of Oaktree Capital Management L.P. (“Oaktree”) to repurchase all of the outstanding securities held by Oaktree, including 1,595,224 shares of Class A Common Stock, 2,151,373 shares of Class B Common Stock and 8,814,980 warrants for an aggregate purchase price of $80.4 million, or $6.40 per security. See further details on the stock repurchase in Liquidity and Capital Resources.

COVID-19 Pandemic Impact

The U.S. economy and financial markets may continue to experience volatility due to the COVID-19 pandemic, the development of COVID-19 variants, vaccination rates and government legislative and regulatory responses to any of these factors. The effects of the COVID-19 pandemic began to impact our operations in early March 2020, and included significant advertising cancellations and material declines in the purchase of new advertising by our clients. Declines in forecasted traditional broadcast revenue in the markets in which we operate, the impact of the COVID-19 pandemic on market and economic conditions, and the corresponding impacts to our risk premium, contributed to approximately $107.1 million impairments to the carrying values of our FCC license intangible assets during the first half of 2020, of which $28.7 million and $78.4 million was recognized during the three months ended June 30, 2020 and March 31, 2020, respectively. Additionally, we canceled nearly all live events beginning in March 2020. At the end of the first quarter of 2020, we reduced our workforce through the termination or layoff of approximately 135 full-time employees.

Relief, and Economic Security Act (“CARES Act”) and controlling non-essential capital expenditures. Additionally, our board of directors determined to cease payment of quarterly cash dividends, following the payment of our 2020 first quarter dividend of $2.1 million, paid on May 15, 2020. Effective January 1, 2022, we reinstated our match on employee contributions to the Company’s defined contribution plan at twenty-five cents for each dollar contributed up to the first 4% of eligible compensation (for a total match of 1% of employee contributions).

The full extent of the COVID-19 pandemic impact will depend on future actions and outcomes, all of which remain fluid and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the short-term and long-term economic impacts of the COVID-19 pandemic (including the continued effect on advertising activity, consumer discretionary spending and our employees in the markets in which we operate), further actions taken to mitigate the impact of the pandemic, and the pace of continued economic and financial market recovery when the COVID-19 pandemic subsides, among others.

See Part I, Item 1A., “Risk Factors” for additional information on the current and potential impacts of COVID-19 and related risks and uncertainties to our business, results of operations, financial condition, liquidity, and stock price. We continue to closely monitor the impact of the COVID-19 pandemic on all aspects of our business.

Highlights of Our Financial Performance

Certain key financial developments in our business for the year ended December 31, 2021 as compared to 2020 are summarized below:

•Net revenue for the year ended December 31, 2021 as compared with the year ended December 31, 2020 increased $46.6 million, or 12.6%, primarily driven by an increase of $19.9 million in Digital Advertising net revenue and $13.3 million in Broadcast Advertising and net revenue, primarily as a result of increases in the purchase of new advertising by our clients, and an increase of $11.4 million in our Subscription Digital Marketing Solutions net revenue as a result of additional subscribers.

•Excluding revenue related to political advertising of $3.5 million and $16.0 million for the year ended December 31, 2021 and 2020, respectively, net revenue increased $59.1 million, or 16.6% to $414.5 million and Broadcast Advertising net revenue increased $25.8 million, or 13.9%, to $211.4 million.

•Operating income increased $149.4 million from an operating loss of $75.0 million for the year ended December 31, 2020 to operating income of $74.5 million for the year ended December 31, 2021. Operating income increased due to the increase in net revenue of $46.6 million as discussed above; a decrease of $107.1 million in total impairment charges; partially offset by an increase in direct operating expenses of $6.0 million. Broadcast Advertising reported operating income of $51.8 million, compared to an operating loss of $80.6 million for the year ended December 31, 2020, due to a $13.3 million increase in net revenue as discussed above, a decrease in impairment charges of $106.6 million and a $12.9 million decrease in direct operating expenses. Our Digital Advertising segment reported operating income of $36.4 million, an increase of $11.1 million from 2020 and our Subscription Digital Marketing Solutions segment reported operating income of $22.9 million, an increase of $2.4 million from 2020.

•Cash and cash equivalents decreased $32.7 million from $83.2 million as of December 31, 2020 to $50.5 million as of December 31, 2021. Excluding the $80.4 million in cash consideration paid for the repurchase of the Oaktree securities, cash and cash equivalents increased $47.7 million at December 31, 2021, as compared to December 31, 2020.

Consolidated Results of Operations

Year ended December 31, 2021 compared to year ended December 31, 2020

The following table summarizes our historical consolidated results of operations:


($ in thousands)	Year Ended December 31,
Statement of Operations Data:	2021		2020		$ Change		% Change

Net revenue	$	417,957	$	371,338	$	46,619	12.6	%

Operating costs and expenses:
Direct operating expenses, excluding depreciation, amortization, and stock-based compensation	288,302		282,347		5,955		2.1	%
Depreciation and amortization	19,098		20,107		(1,009)		(5.0)	%
Corporate expenses	24,542		26,885		(2,343)		(8.7)	%
Stock-based compensation	3,718		2,084		1,634		78.4	%
Transaction costs	4,459		2,653		1,806		68.1	%
Business realignment costs	846		3,089		(2,243)		(72.6)	%

Impairment of long-lived and intangible assets	1,913		109,058		(107,145)		(98.2)	%

Net loss on sale and retirement of assets	601		83		518		**
Total operating costs and expenses	343,479		446,306		(102,827)		(23.0)	%
Operating income (loss)	74,478		(74,968)		149,446		**

Other expense (income):
Interest expense, net	39,846		31,420		8,426		26.8	%

Loss (gain) on extinguishment and modification of debt	5,997		(1,159)		7,156		**
Other income, net	(500)		(820)		320		(39.0)	%
Income (loss) from continuing operations before tax	29,135		(104,409)		133,544		**
Income tax provision (benefit)	10,351		(23,858)		34,209		**


Net income (loss)	$	18,784	$	(80,551)	$	99,335	**

**Percent change not meaningful.

Segment Results

The following table presents the Company's reportable segment net revenue and direct operating expenses for each of the years ended December 31, 2021 and 2020, respectively (in thousands):


	Net Revenue								Direct Operating Expenses
	For the Year Ended December 31,								For the Year Ended December 31,
	2021		2020		$ Change		% Change		2021		2020		$ Change		% Change
Subscription Digital Marketing Solutions	$	81,792	$	70,360	$	11,432	16.2	%	$	57,374	$	49,259	$	8,115	16.5	%
Digital Advertising	116,841		96,969		19,872		20.5	%	79,894		70,581		9,313		13.2	%
Broadcast Advertising	214,853		201,530		13,323		6.6	%	147,364		160,268		(12,904)		(8.1)	%
Other	4,471		2,479		1,992		80.4	%	3,670		2,239		1,431		63.9	%

Total	$	417,957	$	371,338	$	46,619	12.6	%	$	288,302	$	282,347	$	5,955	2.1	%

Net Revenue

Net revenue for the year ended December 31, 2021 increased by $46.6 million, or 12.6%, as compared to the same period in 2020. Our Digital Advertising revenue increased $19.9 million, or 20.5% as compared to 2020 and our Subscription Digital Marketing Solutions revenue increased $11.4 million, or 16.2% as compared to 2020, primarily due

to incremental net subscribers, including approximately 4,050 net subscribers for the year ended December 31, 2021. The increase in Broadcast Advertising Revenue of $13.3 million, or 6.6% was a result of increases in the purchase of new advertising by our clients, partially offset by a decrease in political advertising revenues of $12.5 million.

Direct Operating Expenses

Direct operating expenses for the year ended December 31, 2021 increased by $6.0 million, or 2.1%, when compared with the same period in 2020. Our Digital Advertising direct operating expenses increased $9.3 million, or 13.2%, as compared to the same period in 2020. The increase was primarily driven by increases in variable expenses such as advertising inventory costs and sales commissions. Subscription Digital Marketing Solutions direct operating expenses increased $8.1 million, or 16.5%, as compared to the same period in 2020. The increase was primarily driven by increases in headcount related expenses to support revenue and subscriber growth. Our Broadcast Advertising direct operating expenses for the year ended December 31, 2021 decreased $12.9 million, or 8.1%, as compared to the same period in 2020. This decrease was primarily driven by lower music license fees and lower provisions for bad debt.

Depreciation and Amortization

Depreciation and amortization expense for the year ended December 31, 2021 decreased of $1.0 million or 5.0%, as compared to the same period in 2020 due to decreases in the amortization of software development costs as a result of the launch timing of new projects, and the disposal of certain long-lived assets previously utilized in the Live Events business in the third quarter of 2020.

Corporate Expenses

Corporate expenses are of a general corporate nature or managed on a corporate basis. These costs (net of allocations to the business segments) primarily represent corporate stewardship and administration activities. Corporate expenses for the year ended December 31, 2021 decreased $2.3 million, or 8.7%, as compared to the same period in 2020, primarily due to lower compensation costs and professional fees.

Stock-based Compensation

Stock-based compensation expense for the year ended December 31, 2021 increased $1.6 million, or 78.4%, as compared to same period in 2020, primarily due to options granted in December of 2020.

Transaction Costs

Transaction costs for the year ended December 31, 2021 increased $1.8 million, or 68.1%, as compared to the same period in 2020 primarily due to the $4.5 million payment related to the Settlement Agreement, partially offset by fees incurred in 2020 to amend the Company's Term Loans.

Business Realignment Costs

Business realignment costs for the year ended December 31, 2021 decreased $2.2 million, or 72.6%, as compared to the same period in 2020, primarily as a result of $2.6 million in employee-related costs incurred in 2020 due to of headcount reductions in response to the COVID-19 pandemic that did not recur in 2021.

Impairment of Long-Lived and Intangible Assets

The Company recorded impairment charges of $1.7 million related to FCC licenses in 1 of our 67 local markets during the year ended December 31, 2021, as compared to $107.1 million of total impairment charges related to FCC licenses in the year ended December 31, 2020.

The $1.7 million impairment charge recorded during the year ended December 31, 2021 was driven by a change in the assumption for market revenue growth rates due to the availability of market data for the affected market. During the three months ended June 30, 2020, the Company recorded a $28.7 million impairment charge related to FCC licenses in 35 of our 67 local markets, primarily driven by changes in the market data utilized in determining the discount rate applied in the valuation of our FCC licenses which drove an increase in the weighted average cost of capital. The changes in data were driven by an increase in market volatility and industry bond yields, a direct result of the impact of the COVID-19 pandemic on market and economic conditions. During the three months ended March 31, 2020, the Company recorded a $78.4 million impairment charge related to FCC licenses in 46 of our 67 local markets due to declines in the purchase of advertising by our clients, primarily as a result of the COVID-19 pandemic.

Unfavorable changes in key assumptions utilized in the impairment assessment of our FCC licenses may affect future testing results. For example, keeping all other assumptions constant, a 150-basis point increase in the weighted average cost of capital as of the date of our last quantitative assessment performed as of December 31, 2021 would have caused the estimated fair values of our FCC licenses to decrease by $99.4 million which would have resulted in an additional impairment charge of $5.5 million. Assumptions used to estimate the fair value of our FCC licenses are also dependent upon the expected performance and growth of our traditional broadcast operations. In the event that our broadcast revenue experiences actual or anticipated declines, including as a result of the COVID-19 pandemic, 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.

The Company also recorded total impairment charges of $2.0 million related to long-lived assets in certain markets, including the disposal of certain long-lived assets previously utilized in the Live Events business during the year ended December 31, 2020.

Net Loss on Sale and Retirement of Assets

During the year ended December 31, 2021, the Company recognized a $0.6 million loss on the sale of a portion of land in Portsmouth, NH.

Other Expense (Income)

The primary component of Other expense (income) in the years ended December 31, 2021 and 2020 is interest expense, net. The following table illustrates the components of our interest expense, net for the periods indicated (in thousands):


	Year Ended December 31,
	2021		2020
2026 Notes	$	37,287	$	—
2023 Notes	642		17,892
Term Loans	161		12,055
Revolver	—		351
Capital leases and other	44		26
Deferred financing costs and discounts	1,731		1,645
Interest income	(19)		(549)
Interest expense, net	$	39,846	$	31,420

Loss / Gain on Extinguishment and Modification of Debt

During the year ended December 31, 2021, the Company recognized a $4.9 million and a $1.1 million loss on the early extinguishment and modification of debt, respectively. The $4.9 million loss on the early extinguishment of debt is comprised of a $3.1 million portion of the 2023 Notes prepayment premium and the write-off of $1.8 million of unamortized debt discount and deferred financing fees previously capitalized in connection with the senior secured credit facility and the 2023 Notes. The $1.1 million loss on the modification of debt was primarily related to a portion of fees and expenses related to the issuance of the 2026 Notes.

On May 19, 2020, the Company voluntarily repurchased $4.7 million of its 2023 Notes at a market price below par, plus accrued interest, which were then canceled, recognizing a net gain of $1.2 million during the year ended December 31, 2020.

Other Income, net

Other income, net includes unrealized gains related to measuring the fair value of one of the Company's investees. Based on the market price of the investee's common stock as of December 31, 2021, the fair value of the Company's investment in the common stock of the investee was approximately $3.4 million, resulting in a net unrealized gain of $0.1 million during the year ended December 31, 2021. Additionally, the Company received a $0.2 million cash payment in connection with the completion of the transactions related to the investee's registration of its common stock. See Note 7, Investments, in our Notes to Consolidated Financial Statements for further discussion related to this investment.

Provision (benefit) for income taxes

We recognized an income tax provision of $10.4 million for the year ended December 31, 2021 as compared to an income tax benefit of $23.9 million for the same period in 2020. Our effective tax rate for the period was approximately 35.5% for the year ended December 31, 2021 as compared to 22.85% for the year ended December 31, 2021. The increase in the effective tax rate is primarily driven by the $4.5 million paid under the terms of the Settlement Agreement and an increase in non-deductible executive compensation.

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

Liquidity and Capital Resources


	Year Ended December 31,
(in thousands)	2021		2020
Cash and cash equivalents	$	50,505	$	83,229
Restricted cash	494		494

Cash provided by operating activities	$	61,143	$	31,488
Cash used in investing activities	(10,638)		(14,036)
Cash used in financing activities	(83,229)		(18,890)

Net decrease in cash and cash equivalents	$	(32,724)	$	(1,438)

Operating Activities

Net cash provided by operating activities was $61.1 million for the year ended December 31, 2021, as compared to $31.5 million for the same period in 2020. This increase was primarily related to: net income in 2021 of $18.8 million, as compared to a net loss of $80.6 million in 2020; higher accrued interest due to the timing of the February 1, 2022 interest payment on the 2026 Notes; partially offset by changes in accounts receivable in 2021, as compared to 2020 as a result of the COVID-19 pandemic and the impact on advertising revenue in the prior period and increases in payments for accrued expenses primarily due to the timing of payments.

Investing Activities

Net cash used in investing activities was $10.6 million for the year ended December 31, 2021, as compared to $14.0 million for the same period in 2020. The decrease in net cash used in investing activities was primarily due to decreases in the purchase of property and equipment.

Financing Activities

Net cash used in financing activities was $83.2 million for the year ended December 31, 2021, as compared to $18.9 million for the same period in 2020. Net cash used in financing activities during 2021 was due to: the repayment of $557.4 million of principal amount of the 2023 Notes and Term Loans, including total accrued interest of $7.2 million and a $4.4 million prepayment premium; cash consideration for the Company's repurchase of the outstanding shares and warrants of Oaktree in the amount of $80.4 million; offset by the issuance of $550.0 million of the 2026 Notes, net of fees and expenses and proceeds from stock option exercises. Net cash used by financing activities during the year ended December 31, 2020 included the required $9.9 million 2019 excess free cash flow payment on our Term Loan and the May 2020 voluntary repurchase of $4.7 million of our 2023 Notes for $3.6 million and dividends.

Sources of Liquidity and Anticipated Cash Requirements

We fund our working capital requirements through a combination of cash flows from our operating, investing, and financing activities. Based on current and anticipated levels of operations and conditions in our markets and industry, we believe that our cash on hand and cash flows from our operating, investing, and financing activities will enable us to meet our working capital, capital expenditures, debt service, and other funding requirements for at least one year from the date of this report. These historical sources of funds have been and could continue to be impacted by the COVID-19 pandemic. Future capital requirements may be materially different than those currently planned in our budgeting and forecasting activities and depend on many factors, some of which are beyond our control. In particular during the period of uncertainty related to the COVID-19 pandemic, we have focused on and will continue to monitor our liquidity.

As of December 31, 2021, we had $541.5 million of outstanding indebtedness, net of deferred financing costs of $8.5 million.

On January 24, 2021, the Company entered into a stock repurchase agreement with certain affiliates of Oaktree to repurchase at least 606,484 shares of the Company’s Class A common stock, par value $0.01 per shares, 2,151,373 shares of the Company’s Class B common stock, par value $0.01 per share, and 7,242,143 warrants to purchase Class A Common Stock. On March 9, 2021, the repurchase was consummated and the Company elected to repurchase all of the outstanding securities held by Oaktree, including 1,595,224 shares of Class A Common Stock, 2,151,373 shares of Class B Common Stock and 8,814,980 warrants for an aggregate purchase price of $80.4 million, or $6.40 per security. In connection with the closing under the stock repurchase agreement, on March 8, 2021, the Company and Oaktree entered into a settlement agreement (the “Settlement Agreement”), pursuant to which, among other things, the Company agreed to pay $4.5 million to Oaktree as follows: (i) $1.5 million on April 1, 2021; (ii) $1.0 million on July 1, 2021; (iii) $1.0 million on October 1, 2021; and (iv) $1.0 million on November 10, 2021. The Settlement Agreement also included customary mutual releases from claims, demands, and damages related to the stock repurchase agreement. The $4.5 million due under the terms of the Settlement Agreement is reflected as a component of transaction costs for the year ended December 31, 2021. All amounts due under the terms of the Settlement Agreement were paid as of September 30, 2021.

On January 6, 2021, we completed the private offering and sale of $550.0 million aggregate principal amount of 6.875% senior secured notes due 2026 (the “2026 Notes”). The proceeds from the 2026 Notes, together with cash on hand, was used to repay borrowings under our Senior Secured Credit Facility and to redeem all of the outstanding 2023 Notes on January 14, 2021. Following the January 6, 2021 issuance of our 2026 Notes, we expect our debt service requirements to be approximately $38.0 million over the next twelve months. See Note 8, Long-Term Debt, in our Notes to Consolidated Financial Statements for additional information related to our 2026 Notes.

As of December 31, 2021, we had $50.5 million of cash and cash equivalents, $57.6 million of receivables from customers, which historically have had an average collection cycle of approximately 55 days. We had restricted cash of $0.5 million of December 31, 2021 and 2020, respectively, that was held as collateral in connection with certain agreements. From time to time, such restricted funds could be returned to us or we could be required to pledge additional cash.

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

Additionally, on a continuing basis, we evaluate and consider strategic acquisitions and divestitures to enhance our strategic and competitive position as well as our financial performance. Any future acquisitions, joint ventures or other similar transactions may require additional capital, which may not be available to us on acceptable terms, if at all.

We closely monitor the impact of capital and credit market conditions on our liquidity and our ability to refinance in the future. We also routinely monitor the changes in the financial condition of our customers and the potential impact on our results of operations.

COVID-19 Response

In response to the ongoing challenges and uncertainty in the economy, financial markets, and the Company’s business brought on by the COVID-19 pandemic, we have maintained certain precautionary measures that were instituted in 2020 to address the potential impact to our consolidated financial position, consolidated results of operations, and liquidity. These precautionary measures included the temporary suspension of the Company’s match on employee contributions to the Company’s defined contribution plan, the deferral of the payment of certain payroll taxes until December 31, 2021 and 2022 under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) and controlling non-essential capital expenditures. Additionally, our board of directors determined to cease payment of quarterly cash dividends, following the payment of our first quarter dividend of $2.1 million on May 15, 2020.

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.


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. Accounting estimates and assumptions described in this section are those we consider to be the most critical to an understanding of our financial statements because they inherently involve significant judgments and uncertainties. For all of these estimates, we note that future events rarely develop exactly as forecasted, and the best estimates routinely require adjustment. Actual results could differ from such estimates. The following discussion summarizes our critical accounting estimates. Circumstances arising from the COVID-19 pandemic in the future may require our estimates to change, however, as new events occur and additional information is obtained, any such changes will be recognized in the consolidated financial statements. Actual results could differ from such estimates, and any such differences may be material to our financial statements. Significant accounting policies used in the preparation of our Consolidated Financial Statements are discussed in our Notes to Consolidated Financial Statements.

Allowance for Doubtful Accounts

We reduce the carrying amount of accounts receivable by a valuation allowance that reflects our best estimate of the accounts that will not be collected. In addition to reviewing delinquent accounts receivable, we consider many factors in estimating our general allowance including historical data, collection experience, customer types, creditworthiness and economic trends. From time to time, we may adjust our assumptions for anticipated changes in any of those or other factors expected to affect collectability. We charge off account balances against the allowance when it is probable the receivable will not be recovered.

Long-lived assets

We record long-lived assets, including property, plant and equipment and capitalized software, at cost. For acquisitions of property, plant or equipment purchased as part of a business combination, the assets are valued at fair market value, as discussed below. We depreciate and amortize long-lived assets using useful lives determined by us based on historical experience and other information available to us. When we determine that long-lived assets will be disposed of prior to the end of their useful lives, we estimate the revised useful lives and depreciate the assets over the revised period.

We evaluate the potential impairment of long-lived assets at least annually or whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. To determine whether impairment may exist, we group our long-lived assets at the geographic market level (i.e., the lowest level for which there are identifiable cash flows), and then perform our evaluation based on various analyses, including the projection of undiscounted cash flows. If the carrying amount of an asset, or asset group, is determined to exceed its estimated fair value, an impairment loss is recognized, and the assets are written down to estimated fair value.

Acquisitions and Business Combinations

We allocate the total cost of acquisitions to the underlying identifiable net assets, based on their respective estimated fair values at the date of acquisition with limited exceptions allowed by GAAP. Acquisition costs are generally expensed as incurred and restructuring costs associated with a business combination are generally expensed subsequent to the acquisition date. Goodwill represents the excess of the purchase price over the fair value of net assets acquired, including the amounts assigned to identifiable intangible assets. 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 addition, we may establish liabilities related to acquired liabilities and qualifying restructuring costs and contingencies based on assumptions made at the time of acquisition. We evaluate these reserves on a regular basis to determine the adequacies of the amounts.

Goodwill arising from an acquisition is tested on an annual basis, or when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. We have elected to perform our annual goodwill impairment testing as of December 31st. Recoverability of goodwill is evaluated by comparison of the fair value of a reporting unit with its carrying value. For purposes of testing the carrying value of the Company's goodwill for impairment, the fair value of goodwill for each reporting unit contains significant assumptions incorporating variables that are based on past experiences and judgments about future performance using industry information. These variables would include, but are not limited to: (1) forecasted revenue growth rates; (2) profit margin; (3) estimated capital expenditures and working capital requirements during the projection period; (4) risk-adjusted discount rate; and (5) expected growth rates in perpetuity to estimate terminal values. These variables are susceptible to changes in estimates, which could result in significant changes to the fair value of the goodwill. Impairment of goodwill is calculated by comparing the fair value as described above to the carrying value of goodwill.

We continually monitor and evaluate business and competitive conditions that affect our operations and reflect the impact of these factors in our financial projections. If permanent or sustained changes in business or competitive conditions occur, they can lead to revised projections that could potentially give rise to impairment charges.

For further discussion of impairment charges, see Note 6, Goodwill and Other Intangible Assets, Net, in our Notes to Consolidated Financial Statements.

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. The fair value of our FCC licenses is estimated to be the price that we would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date.

We evaluate the fair value of our FCC licenses at the unit of account level. Each market's broadcasting licenses are combined into a single unit of accounting, in our case geographic markets, for purposes of testing for impairments.

We utilize a discounted cash flow method to perform our impairment test. Under this method, the income that is attributable to each FCC license is isolated and is based upon modeling a hypothetical “greenfield” build-up to a “normalized” enterprise that, by design, lacks inherent goodwill and assumes that the only asset of the hypothetical start-up business is the license. It is assumed that rather than acquiring indefinite-lived intangible assets as part of a going concern business, the buyer hypothetically develops indefinite-lived intangible assets and builds a new operation with similar attributes from scratch. Thus, the buyer incurs start-up costs during the build-up phase which are normally associated with going concern value. Initial capital costs are deducted from the discounted cash flow model which results in value that is directly attributable to the indefinite-lived intangible assets. The cash flows generated in the greenfield method are presumed to emanate from the one asset, or the FCC license, that exists at time zero. 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 data is populated using industry normalized information representing an average FCC license within a market. 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.

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 6, Goodwill and Other Intangible Assets, Net, in our Notes to Consolidated Financial Statements.

Leases

We determine if an arrangement is a lease at inception. The most significant estimates we use in accounting for leases include:

Expected lease term - Our expected lease term includes both contractual lease periods and cancellable option periods where failure to exercise such options would result in an economic penalty. The expected lease term is used in determining whether the lease is accounted for as an operating lease or a finance lease. A lease is considered a finance lease if the lease term exceeds 75% of the leased asset's useful life. The expected lease term is also used in determining the depreciable life of the asset. An increase in the expected lease term will increase the probability that a lease may be considered a finance lease and will generally result in higher interest and depreciation expense for a leased property recorded on our balance sheet.

Incremental borrowing rate - The incremental borrowing rate is primarily used in determining whether the lease is accounted for as an operating lease or a finance lease. A lease is considered a finance lease if the net present value of the minimum lease payments is greater than 90% of the fair market value of the property. An increase in the incremental borrowing rate decreases the net present value of the minimum lease payments and reduces the probability that a lease will be considered a finance lease. Right-of-use assets and lease liabilities are recognized at the commencement date based on the present value of the future minimum lease payments over the lease term. As our leases do not provide an implicit rate, in determining the net present value of lease payments, management used judgment in order to estimate the appropriate incremental borrowing rate, which is the rate incurred to borrow equivalent funds on a collateralized basis over a similar term in a similar economic environment.

Fair market value of leased asset - Equipment residual values are determined at the inception of the lease using estimates of fair value at the end of the lease term. Residual value estimates impact the determination of whether a lease is classified as an operating lease or a finance lease. A lease is considered a finance lease if the net present value of the minimum lease payments equals or exceeds 90% of the fair market value of the leased property. A higher fair market value reduces the likelihood that a lease will be considered a finance lease. Fair value estimates of equipment at the end of the lease term are based on historical renewal experience, used equipment markets, competition and technological changes.

For further discussion of our lease commitments, see Note 9, Lease and Other Commitments, 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 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. We estimate the fair value of option awards using the Black-Scholes option-pricing model. This model requires assumptions including the fair value of our common stock, expected volatility, expected term of the award, expected dividend yield and risk-free interest rate. Stock-based compensation expense is recognized as the equity awards vest. 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.

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 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.

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. 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, 2021, the Company has recorded $55.1 million of valuation allowance against its net operating losses and tax credit carry forwards.

We follow the provisions of ASC Topic 740, Accounting for Income Taxes. ASC Topic 740 clarifies the accounting for uncertainties in income taxes recognized in an enterprise’s financial statements. ASC Topic 740 also prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740 provides guidance on derecognition, classification, interest and penalties, disclosures and transition. As required by the uncertain tax position guidance in ASC Topic 740, we recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. 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.

Contingencies and Litigation

On an ongoing basis, we evaluate our exposure related to contingencies and litigation and record a liability when available information indicates that a liability is probable and 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.

New Accounting Standards and Accounting Changes

For a discussion of accounting standards updates that have been adopted or will be adopted in the future, please refer to Note 2, Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements.

Item 7A. Quantitative and Qualitative Disclosure About Market Risk

This Item is not required as we are a Smaller reporting company.

Item 8. Financial Statements and Supplementary Data

The information in response to this item is included in our Consolidated Financial Statements, together with the reports thereon of BDO USA, LLP, beginning on page F-1 of this Annual Report on Form 10-K, which follows the signature page hereto.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2021. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives.

Based on the evaluation performed as of December 31, 2021, our Chief Executive Officer and Chief Financial Officer determined that the Company’s internal control over financial reporting was effective as of December 31, 2021.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). A company’s internal control over financial reporting is a process designed by, or under the supervision of, its Chief Executive Officer and Chief Financial Officer, and effected by such company's board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:


(i)			pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
(ii)			provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
(iii)			provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company's annual or interim financial statements will not be prevented or detected on a timely basis.

Management, with the participation of our Chief Executive Officer and Chief Financial Officer, has conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2021, based on the framework set forth in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management has concluded that the Company determined that the Company’s internal control over financial reporting was effective as of December 31, 2021.

Changes in Internal Control Over Financial Reporting

The Company has concluded that five of the material weaknesses remaining which were identified in the 2019 Form 10-K, “Ineffective Information Technology General Controls”, “Ineffective detective controls over Revenue Recognition”, “Income Tax”, “Inadequate design and maintenance of effective detective controls over Period End Financial Reporting, including review controls over journal entries, reconciliations and account analyses”, as well as, an overall control activity weakness at the COSO component level, have been remediated (the “Remediated Material Weaknesses”). Except as noted, there were no changes in our internal control over financial reporting during the quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the quarter ended December 31, 2021, the Company completed the implementation of the following remedial measures designed to address the Remediated Material Weaknesses.

•Information Technology General Controls - Enhanced internal IT policies and communication procedures to ensure all IT systems were subject to periodic user access reviews and re-assess user access privileges for certain users to ensure conflicts of duties are appropriately mitigated through monitoring controls. In addition, the Company transferred financial system ownership to the Corporate IT team to alleviate segregation of duties conflicts.

•Ineffective Controls Over Revenue - Enhanced and redesigned process-level controls over the existence, completeness, and accuracy of data included in various reports and spreadsheets that support revenue accounts within the Consolidated Financial Statements.

•Income Tax: Enhanced specific review procedures over the income tax provision and related disclosures, including strengthening the Company’s documentation standards and technical oversight.

•Period End Financial Reporting - Redesigned controls to enhance procedures and control precision levels to detect potential misstatements in period end financial statements, in addition, implemented a requirement for journal entries to be reviewed by an independent reviewer through our general ledger system and increased staffing levels to perform control activities as designed in an effective and timely manner.

Our independent registered public accounting firm, BDO USA, LLP, independently assessed the effectiveness of our internal control over financial reporting as of December 31, 2021, as stated in the firm’s attestation report, which appears on page F-3.

PART III

Item 9B. Other Information

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection

Not Applicable

Item 10. Directors, Executive Officers and Corporate Governance

The information required by this item is incorporated herein by reference to the information in the 2022 Proxy Statement under the caption “Directors and Corporate Governance” and “Executive Officers.”

Item 11. Executive Compensation

The information required by this item is incorporated herein by reference to the information in the 2022 Proxy Statement under the captions “Executive Compensation” and “Director Compensation.”

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item is incorporated herein by reference to the information in the 2022 Proxy Statement under the caption “Security Ownership of Certain Beneficial Owners and Management.”

Securities Authorized for Issuance Under Equity Compensation Plan

The following table summarizes information, as of December 31, 2021, relating to equity compensation plans of the Company pursuant to which equity securities of the Company are authorized for issuance. For more information on these plans, see Note 11, Equity, in our Notes to Consolidated Financial Statements.

Plan Category

Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights
(a)

Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights
(b)

Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a))
(c)

Equity compensation plans approved by security holders

8,376,810

$7.82

16,624,382

Equity compensation plans not approved by security holders

N/A

Total

8,376,810

$7.82

16,624,382

On January 27, 2021, an amendment to the Company’s 2014 Omnibus Incentive Plan (the “Plan”) was approved to increase the number of shares of common stock available for grant under the 2014 Incentive Plan from 12,000,000 shares to 27,000,000 shares.

Employee Stock Purchase Plan

In September 2021, the Company’s Board of Directors approved the 2021 Employee Stock Purchase Plan (the “2021 ESPP”). The Plan constitutes a sub-plan under the Townsquare Media, Inc. 2014 Omnibus Incentive Plan. Under the 2021 ESPP, eligible employees may authorize payroll deductions of at least 3% but no more than 15% of their current compensation of each payday during six month offering periods which commence on January 1 and July 1. Contributions are subject to an annual limitation of $25,000, and are used to purchase shares of Class A common stock at 90% of the fair market value of the Class A common stock on either the first or last day of an offering period, whichever is lower. The total number of shares purchased during each offering period may not exceed 2,000 shares per eligible participant and the total aggregate discount price for any calendar year may not exceed an annual limitation of $600,000. The first offering period for the ESPP commenced on January 1, 2022.

Stock Repurchase Plan

covenants and other considerations. Any such repurchases may be executed using open market purchases, privately negotiated agreements or other transactions, and may be funded from cash on hand, available borrowings or proceeds from potential debt or other capital markets sources.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this item is incorporated herein by reference to the information in the 2022 Proxy Statement under the captions “Directors and Corporate Governance,” “Executive Officers" and “Certain Relationships and Related Transactions.”

Item 14. Principal Accountant Fees and Services

The information required by this item is incorporated herein by reference to the information in the 2022 Proxy Statement under the caption “Other Audit Committee Matters.”

Item 15. Exhibits, Financial Statement Schedules

(a) (1)-(2) Financial Statements. The financial statements and financial statement schedule listed in the Index to Consolidated Financial Statements appearing on page F-1 of this Annual Report on Form 10-K are filed as a part of this report. All other schedules for which provision is made in the applicable accounting regulations of the SEC have been omitted either because they are not required under the related instructions or because they are not applicable.

Exhibit Number

Exhibit Description

Filed/Furnished Herewith

Form

Period Ending

Exhibit/Appendix Number

Filing Date

3.1

Certificate of Incorporation of Townsquare Media, Inc.

S-1/A

3.1

7/14/2014

3.2

Bylaws of Townsquare Media, Inc.

S-1/A

3.2

7/14/2014

4.1

Indenture dated as of April 1, 2015, among Townsquare Media, Inc., the guarantors named therein and Wilmington Trust, National Association, as trustee

8-K

4.1

4/1/2015

4.2

Form of 6.500% Senior Note due 2023

8-K

4.2

4/1/2015

4.3

Warrant Agreement, dated as of July 25, 2014, by and among Townsquare Media, Inc., the persons set forth on Schedule I thereto, and any other registered holders of the Warrant Certificates (as defined therein) from time to time party thereto

8-K

10.2

7/31/2014

4.4

Indenture, dated as of January 6, 2021, among the Company, the guarantors named therein and Wilmington Trust, National Association, as trustee and notes collateral agent.

8-K

4.1

1/6/2021

4.5

Form of 6.875% Senior Note due 2026

8-K

4.2

1/6/2021

4.6

Description of Securities Registered Pursuant to Section 12 of the Exchange Act of 1934

10.1.1

Credit Agreement dated as of April 1, 2015, among Townsquare Media, Inc., Royal Bank of Canada, as administrative agent and collateral agent, and the lenders and financial institutions party thereto

8-K

10.1

4/1/2015

10.1.2

Guarantee and Security Agreement dated as of April 1, 2015, among Townsquare Media, Inc., the guarantors party thereto and Royal Bank of Canada, as administrative and collateral agent

8-K

10.2

4/1/2015

10.1.3

Incremental Amendment Agreement No. 1, dated as of September 1, 2015, among Townsquare Media, Inc. and Royal Bank of Canada as administrative agent and Incremental Term Lender

10-Q/A

9/30/2015

10.2

11/9/2015

10.1.4

Amendment No. 2, dated as of February 8, 2017, to the Credit Agreement, dated as of April 1, 2015, among Townsquare Media, Inc., Royal Bank of Canada, as administrative agent, and the other parties thereto.

10-K

12/31/2016

10.4

3/13/2017

Exhibit Number

Exhibit Description

Filed/Furnished Herewith

Form

Period Ending

Exhibit/Appendix Number

Filing Date

10.1.5

Amendment No. 3, dated October 20, 2017, to the Credit Agreement, dated as of April 1, 2015 (as amended by the Incremental Amendment Agreement No. 1 dated as of September 1, 2015 and Amendment No. 2 dated as of February 8, 2017) (the “Credit Agreement”), among Townsquare Media, Inc., each lender from time to time party thereto, Royal Bank of Canada, as administrative agent and collateral agent.

10-Q

9/30/2017

10.5

11/7/2017

10.1.6

Amendment No. 4, dated April 30, 2019, to the Credit Agreement, dated as of April 1, 2015 (as amended by the Incremental Amendment Agreement No. 1 dated as of September 1, 2015, Amendment No. 2 dated as of February 8, 2017 and Amendment No. 3 dated as of October 20, 2017), among Townsquare Media, Inc., each lender from time to time party thereto, Royal Bank of Canada, as administrative agent and collateral agent.

10-Q

3/31/2019

10.1

5/7/2019

10.1.7

Amendment No. 5, dated April 13, 2020, to the Credit Agreement, dated as of April 1, 2015, as amended, among Townsquare Media, Inc., each lender from time to time party thereto, and Royal Bank of Canada, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on April 17, 2020)

8-K

10.1

4/17/2020

10.2.1 *

Employment Agreement, between Townsquare Media, Inc. and Bill Wilson, dated October 16, 2017.

8-K

10.1

10/19/2017

10.2.2 *

Employment Agreement Amendment, dated April 27 , 2018 to Employment Agreement, dated October 16, 2017, by and between Townsquare Media, Inc. and Bill Wilson.

8-K

10.1

5/3/2018

10.2.3 *

Second Amendment, dated December 9, 2019, to the Employment Agreement, dated October 16, 2017, as amended on April 24, 2019, by and between Townsquare Media, Inc. and Bill Wilson.

8-K

10.1

12/13/19

10.3.1 *

Letter Agreement, between Townsquare Media, Inc. and Steven Price, dated October 16, 2017.

8-K

10.3

10/19/2017

10.3.2 *

Amendment to Letter Agreement, dated December 9, 2019, to the Letter Agreement, dated October 16 , 2017, and between Townsquare Media, Inc, and Steven Price.

8-K

10.4

12/13/2019

10.4.1 *

Employment Agreement, between Townsquare Media, Inc. and Stuart Rosenstein, dated October 16, 2017.

8-K

10.4

10/19/2017

10.4.2 *

Amendment to Employment Agreement, dated December 9, 2019, to the Employment Agreement, dated October 16, 2017, by and between Townsquare Media, Inc. and Stuart Rosenstein.

8-K

10.2

12/13/2019

10.5.1 *

Employment Agreement, between Townsquare Media, Inc. and Erik Hellum, dated October 25, 2017.

10-K

12/31/2018

10.10

3/12/2019

10.5.2 *

Amendment to Employment Agreement, dated December 9, 2019, to the Employment Agreement, dated October 25, 2017, by and between Townsquare Media, Inc. and Erik Hellum.

8-K

10.3

12/13/2019

Exhibit Number

Exhibit Description

Filed/Furnished Herewith

Form

Period Ending

Exhibit/Appendix Number

Filing Date

10.7.1 *

2014 Omnibus Incentive Plan

S-1/A

10.8

7/14/2014

10.7.2 *

Amendment to 2014 Omnibus Incentive Plan

8-K

10.2

1/28/2021

10.7.3 *

Form of Option Grant Agreement

S-1/A

10.9

7/14/2014

10.7.4 *

Form of Option Grant at IPO

S-1/A

10.10

7/21/2014

10.7.5 *

Restricted Stock Award Agreement between Townsquare Media, Inc. and Bill Wilson, dated May 31, 2018

8-K

10.1

6/4/2018

10.7.6 *

Form of Restricted Stock Award Agreement

10-Q

9/30/2018

10.1

11/6/2018

10.7.7 *

2021 Employee Stock Purchase Plan

10.8 *

Form of Indemnification Agreement

S-1/A

10.11

7/14/2014

10.9

Second Amended and Restated Registration Agreement, dated as of July 29, 2014, by and among Townsquare Media, Inc., OCM POF IV AIF GAP Holdings, L.P., OCM PF/FF Radio Holdings PT, L.P. and the other persons signatory thereto

8-K

10.3

7/31/2014

10.10

Stockholders Agreement, dated as of July 29, 2014, by and among Townsquare Media, Inc., OCM POF IV GAP Holdings, L.P., OCM PF/FF Radio Holdings PT, L.P., FiveWire Media Ventures, LLC, Steven Price, Stuart Rosenstein, Alex Berkett, Scott Schatz and Dhruv Prasad.

8-K

10.4

7/31/2014

10.11

Registration Agreement, dated as of August 16, 2016, by and between Townsquare Media, Inc. and Madison Square Garden Investments, LLC

10-Q

9/30/2016

10.1

11/8/2016

10.12

Agreement of Purchase and Sale by and among North American Fairs, LLC, Townsquare Live Events, LLC and Danny Huston, dated May 24, 2018.

8-K

10.1

5/29/2018

10.13

Stock Repurchase Agreement dated January 24, 2021 by and between Townsquare Media, Inc. and certain affiliates of Oaktree Capital Management L.P.

8-K

10.1

1/28/2021

10.14

Settlement Agreement, dated as of March 8, 2021, by and among Townsquare Media, Inc., OCM POF IV AIF GAP Holdings, L.P., OCM PF/FF Radio Holdings PT, L.P., Oaktree FF Investment Fund, L.P., Second Street Holdings 1, L.P., Second Street Holdings 2, L.P., Second Street Holdings 3, L.P., Second Street Holdings 4, L.P., Second Street Holdings 5, L.P., Second Street Holdings 6, L.P., Second Street Holdings 7, L.P., and Second Street Holdings 8, L.P

8-K

10.1

3/10/2021

16.1

Letter to Securities and Exchange Commission from RSM US LLP, dated June 19, 2019

8-K

16.1

6/19/2019

17.1

Departure of Director, David Quick (incorporated by reference to the registrant’s Current Report on Form 8-K filed on May 17, 2021)

8-K

17.1

5/17/2021

21.1

List of Subsidiaries of Townsquare Media, Inc.

23.1

Consent of BDO USA, LLP

Exhibit Number

Exhibit Description

Filed/Furnished Herewith

Form

Period Ending

Exhibit/Appendix Number

Filing Date

31.1

Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended

31.2

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended

32.1

Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350

32.2

Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350

101.INS

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Management contract or compensatory plan or arrangement.

(b) Exhibits. See Exhibits above.

Item 16. Form 10-K Summary

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on the 16th day of March 2022.


						TOWNSQUARE MEDIA, INC.

			By:			/s/ Stuart Rosenstein
						Name: Stuart Rosenstein
						Title: Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Signature	Title

/s/ Bill Wilson	Chief Executive Officer and Director	March 16, 2022
Bill Wilson	(Principal Executive Officer)

/s/ Stuart Rosenstein	Executive Vice President and Chief Financial Officer	March 16, 2022
Stuart Rosenstein	(Principal Financial Officer)

/s/ Robert Worshek	Senior Vice President and Chief Accounting Officer	March 16, 2022
Robert Worshek	(Principal Accounting Officer)

/s/ Steven Price	Executive Chairman and Director	March 16, 2022
Steven Price

/s/ B. James Ford	Director	March 16, 2022
B. James Ford

/s/ Gary Ginsberg	Director	March 16, 2022
Gary Ginsberg

/s/ Stephen Kaplan	Director	March 16, 2022
Stephen Kaplan

/s/ David Lebow	Director	March 16, 2022
David Lebow

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

The following Consolidated Financial Statements of Townsquare Media, Inc., are included in Item 8:


(1)	Reports of Independent Registered Public Accounting Firm (BDO USA, LLP; New York, NY; PCAOB ID# 243)	F-2
	Consolidated Balance Sheets as of December 31, 2021 and 2020	F-7
	Consolidated Statements of Operations for the years ended December 31, 2021 and 2020	F-8

	Consolidated Statements of Cash Flows for the years ended December 31, 2021 and 2020	F-9
	Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2021 and 2020	F-11
	Notes to Consolidated Financial Statements	F-12
(2)	Financial Statement Schedule
	Schedule II: Valuation and Qualifying Accounts	S-1

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Shareholders and Board of Directors

Townsquare Media, Inc.

Purchase, New York

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Townsquare Media, Inc. (the “Company”) as of December 31, 2021 and 2020, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years then ended, and the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated March 16, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

F-2

FCC Broadcast License Impairment Test

As described in Note 6 to the consolidated financial statements, the FCC licenses totaled approximately $275 million as of December 31, 2021. Management conducts an annual impairment test as of December 31, or when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable, using a discounted cash flow method, the Greenfield method, that assumes that a hypothetical buyer develops indefinite-lived intangible assets and builds a new operation with similar attributes from scratch, while incurring start-up costs during the build-up phase. The determination of the fair value of the FCC licenses requires management to make significant estimates and assumptions related to discount rates, forecasts of future revenue, margins, and market share, which may be affected by future economic and market conditions.

We identified the valuation of certain FCC licenses during the annual impairment assessment as a critical audit matter. The principal considerations for our determination were the significant judgments by management when developing the fair value of the licenses, primarily due to the sensitivity of the respective fair values to the underlying assumptions applied in the Greenfield method. Auditing the valuation of certain FCC licenses during the annual impairment assessment involved especially challenging and subjective auditor judgment due to the nature and extent of the audit effort required to address this matter, including the extent of specialized skills and knowledge needed.

The primary procedures we performed to address this critical audit matter included:

•Evaluating the reasonableness of the significant assumptions used by management by comparing the forecasts of future revenue, margins, and market share to third-party industry projections for the broadcast industry, where applicable, and historical results when third-party projections are not available and;

•Testing the completeness and accuracy of the underlying data supporting the significant assumptions and estimates, and;

•Utilizing personnel with specialized skills and knowledge in valuation to assist in i) assessing the appropriateness of the valuation method utilized, ii) testing the mathematical accuracy of the Company’s calculations, and iii) evaluating the reasonableness of the discount rate used in the Greenfield method.

Accounting for Issuance and Repayment of Senior Secured Notes

As described in Note 8 to the consolidated financial statements, on January 6, 2021, the Company completed the private offering and sale of $550.0 million aggregate principal amount of senior secured notes due 2026 (the “2026 Notes”), the proceeds of which, together with cash on hand, were used to repay: (i) all outstanding borrowings under the 2015 senior secured credit facility, which included a seven year $275.0 million term loan facility with $272.4 million principal amount outstanding and $2.1 million in accrued interest, (ii) all of the outstanding $273.4 million of principal amount of Unsecured Senior Notes due in 2023 (the “2023 Notes”), a prepayment premium of $4.4 million, and $5.1 million in accrued interest, and (iii) fees and expenses related thereto.

The Company incurred approximately $13.6 million of fees and expenses in connection with the issuance of the 2026 Notes, of which approximately $9.4 million were capitalized and are being amortized over the remaining term of the 2026 Notes using the effective interest method. The Company recognized a $4.9 million loss on the early extinguishment of debt, comprised of a $3.1 million portion of the 2023 Notes prepayment premium and the write-off of $1.8 million of unamortized debt discount and deferred financing fees previously capitalized in connection with the senior secured credit facility and 2023 Notes. The Company recognized a $1.1 million loss on the modification of Terms Loans and 2023 Notes, which is primarily related to a portion of fees and expenses incurred related to the issuance of the 2026 Notes.

F-3

We identified the accounting for the issuance of the 2026 Notes and related repayment of the 2023 Notes as a critical audit matter. The principal considerations for our determination were (1) the complexity of the application of the technical accounting guidance in determination of whether the 2023 Notes were modified or extinguished for each lender who was a part of the syndicate of lenders participating in both the 2023 and 2026 senior secured notes, (2) the complexity of recalculating the losses on debt extinguishment and modification on a lender by lender basis, and (3) the complexity of the application of the technical accounting guidance in determining the existence of any derivatives that may require separate accounting under applicable accounting guidance. Auditing these elements involved especially challenging and complex auditor judgment due to the nature and extent of audit effort required to address these matters, including the extent of specialized skills or knowledge needed.

The primary procedures we performed to address this critical audit matter included:

•Evaluating management’s analysis and application of the technical accounting guidance applicable to the issuance of the 2026 Notes, including:

◦Inspecting and reviewing the terms of all relevant legal and other documents supporting the transaction;

◦Assessing the existence of any derivatives that may require separate accounting under applicable accounting guidance.

•Evaluating management’s analysis and application of the technical accounting guidance applicable to the repayment of the 2023 Notes, including:

◦Recalculating the lender by lender assessment of whether the 2023 Notes were modified or extinguished;

◦Recalculating the losses recognized on debt extinguishment and modification;

•Utilizing personnel with specialized knowledge and skills in the relevant technical accounting areas to assist in evaluating the issuance of the 2026 Notes and repayment of the 2023 Notes to determine the appropriateness of the Company’s evaluation and application of the relevant accounting guidance.

/s/ BDO USA, LLP

We have served as the Company's auditor since 2019.

New York, New York

March 16, 2022

F-4

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Shareholders and Board of Directors

Townsquare Media, Inc.

Purchase, New York

Opinion on Internal Control over Financial Reporting

We have audited Townsquare Media, Inc.’s (the “Company’s”) internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years then ended, and the related notes and financial statement schedule listed in the accompanying index and our report dated March 16, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

F-5

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

/s/ BDO USA, LLP

New York, New York

March 16, 2022

F-6

TOWNSQUARE MEDIA, INC.

CONSOLIDATED BALANCE SHEETS

(in Thousands, Except Share and Per Share Data)


	At December 31,

	2021		2020
ASSETS
Current assets:
Cash and cash equivalents	$	50,505	$	83,229
Accounts receivable, net of allowance of $6,743 and $7,051, respectively	57,647		58,634
Prepaid expenses and other current assets	12,086		12,428


Total current assets	120,238		154,291

Property and equipment, net	106,717		111,871
Intangible assets, net	278,265		281,160
Goodwill	157,947		157,947
Investments	18,217		11,501
Operating lease right-of-use-assets	42,996		48,290

Other assets	1,437		2,948
Restricted cash	494		494

Total assets	$	726,311	$	768,502

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	5,676	$	9,056

Deferred revenue	10,208		8,847
Accrued compensation and benefits	14,411		12,462
Accrued expenses and other current liabilities	22,512		21,524
Operating lease liabilities, current	7,396		7,517

Accrued interest	15,754		6,350


Total current liabilities	75,957		65,756
Long-term debt, net of deferred financing costs of $8,479 and $2,369, respectively	541,521		543,428
Deferred tax liability	20,081		10,326
Operating lease liability, net of current portion	38,743		44,661

Other long-term liabilities	425		3,576

Total liabilities	676,727		667,747

Stockholders’ equity:
Class A common stock, par value $0.01 per share; 300,000,000 shares authorized; 12,573,654 and 14,436,065 shares issued and outstanding, respectively	126		144
Class B common stock, par value $0.01 per share; 50,000,000 shares authorized; 815,296 and 2,966,669 shares issued and outstanding, respectively	8		30
Class C common stock, par value $0.01 per share; 50,000,000 shares authorized; 3,461,341 and 1,636,341 shares issued and outstanding, respectively	35		17
Total common stock	169		191
Additional paid-in capital	302,724		369,672
Accumulated deficit	(256,635)		(272,602)

Non-controlling interest	3,326		3,494
Total stockholders’ equity	49,584		100,755
Total liabilities and stockholders’ equity	$	726,311	$	768,502

See Notes to Consolidated Financial Statements

F-7

TOWNSQUARE MEDIA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in Thousands, Except Per Share Data)


	Year Ended December 31,

	2021		2020

Net revenue	$	417,957	$	371,338

Operating costs and expenses:
Direct operating expenses, excluding depreciation, amortization, and stock-based compensation	288,302		282,347
Depreciation and amortization	19,098		20,107
Corporate expenses	24,542		26,885
Stock-based compensation	3,718		2,084
Transaction costs	4,459		2,653
Business realignment costs	846		3,089

Impairment of long-lived and intangible assets	1,913		109,058

Net loss on sale and retirement of assets	601		83
Total operating costs and expenses	343,479		446,306
Operating income (loss)	74,478		(74,968)

Other expense (income):
Interest expense, net	39,846		31,420

Loss (gain) on extinguishment and modification of debt	5,997		(1,159)
Other income, net	(500)		(820)
Income (loss) from operations before tax	29,135		(104,409)
Income tax provision (benefit)	10,351		(23,858)


Net income (loss)	$	18,784	$	(80,551)

Net income (loss) attributable to:
Controlling interests	16,736		(82,470)
Non-controlling interests	2,048		1,919
Net income (loss)	18,784		(80,551)

Basic income (loss) per share:
Continuing operations attributable to common shares	$	0.90	$	(4.46)
Continuing operations attributable to participating shares	$	0.90	$	0.08



Diluted income (loss) per share:	$	0.79	$	(4.46)


Weighted average shares outstanding:
Basic attributable to common shares	16,836		18,647
Basic attributable to participating shares	1,747		8,978
Diluted	21,241		18,647

Cash dividend declared per share	$	—	$	0.075

See Notes to Consolidated Financial Statements

F-8

TOWNSQUARE MEDIA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in Thousands)


	Year Ended December 31,

	2021		2020
Cash flows from operating activities:
Net income (loss)	$	18,784	$	(80,551)


Adjustments to reconcile loss from continuing operations to net cash flows from operating activities
Depreciation and amortization	19,098		20,107
Amortization of deferred financing costs	1,731		1,566
Non-cash lease income	(186)		(24)
Net deferred taxes and other	9,755		(24,206)
Provision for doubtful accounts	3,921		6,970
Stock-based compensation expense	3,718		2,084

Trade activity, net	(10,933)		(8,740)
Loss (gain) on extinguishment and modification of debt	5,997		(1,159)
Gain on insurance recoveries	(362)		(1,206)
Write-off of deferred financing costs	—		79
Gain on lease settlement	(233)		—
Impairment of long-lived and intangible assets	1,913		109,058
Gain on sale of investment and investment related transactions	(446)		—
Net loss on sale and retirement of assets	601		83
Unrealized gain on investment	(132)		—
Restructuring and other non-cash charges	466		—
Other	22		30
Changes in assets and liabilities, net of acquisitions:
Accounts receivable	(3,070)		171
Prepaid expenses and other assets	1,407		(3,143)

Accounts payable	(3,350)		(5,141)
Accrued expenses	6,947		11,628
Accrued interest	9,404		1,792

Other long-term liabilities	(3,876)		2,480
Net cash provided by operating activities - continuing operations	61,176		31,878
Net cash used in operating activities - discontinued operations	(33)		(390)
Net cash provided by operating activities	61,143		31,488
Cash flows from investing activities:

Purchase of property and equipment	(12,423)		(14,948)
Purchase of investments	(278)		(400)
Acquisition of intangibles	—		(241)
Proceeds from insurance recoveries	362		1,396
Proceeds from sale of investments and investment related transactions	716		—
Proceeds from sale of assets	985		157


Net cash used in investing activities	(10,638)		(14,036)
Cash flows from financing activities:
Repayment of term loans	(272,381)		(9,951)
Repurchase of 2023 Notes	(273,416)		(3,573)
Proceeds from the issuance of 2026 Notes	550,000		—
Prepayment fee on 2023 Notes	(4,443)
Deferred financing costs	(9,177)		—
Repurchase of Oaktree securities	(80,394)		—
Transaction costs related to Oaktree securities repurchase	(1,556)		—
Borrowings under the revolving credit facility	—		50,000
Repayment of borrowings under the revolving credit facility	—		(50,000)
Dividend payments	(60)		(4,201)
Proceeds from stock options exercised	11,893		49
Repurchase of stock	(1,400)		—
Cash distribution to non-controlling interests	(2,216)		(1,165)
Repayments of capitalized obligations	(79)		(49)


Net cash used in financing activities	(83,229)		(18,890)

Cash, cash equivalents and restricted cash:
Net decrease in cash, cash equivalents and restricted cash	(32,724)		(1,438)
Beginning of period	83,723		85,161
End of period	$	50,999	$	83,723

See Notes to Consolidated Financial Statements

F-9

TOWNSQUARE MEDIA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(in Thousands)


	Year Ended December 31,

	2021		2020
Supplemental Disclosure of Cash Flow Information:
Cash payments:
Interest	$	28,701	$	28,516
Income taxes	595		1,561




Supplemental Disclosure of Non-cash Activities:
Investments acquired in exchange for advertising (1)	$	6,576	$	2,827
Property and equipment acquired in exchange for advertising (1)	2,522		4,811
Investments rights acquired in exchange for advertising	79		906
Accrued capital expenditures	99		69
Deferred payment for software licenses	—		853
Accrued transaction costs	—		860
Dividends declared, but not paid during the period	—		22

Supplemental Disclosure of Cash Flow Information relating to Leases:
Cash paid for amounts included in the measurement of operating lease liabilities, included in operating cash flows	$	10,175	$	10,988
Right-of-use assets obtained in exchange for operating lease obligations	$	2,690	$	10,717

Reconciliation of cash, cash equivalents, and restricted cash
Cash and cash equivalents	$	50,505	$	83,229
Restricted cash	494		494
	$	50,999	$	83,723

(1) Represents total advertising services provided by the Company in exchange for equity interests and property and equipment acquired during each of the years ended December 31, 2021 and 2020, respectively.

See Notes to Consolidated Financial Statements

F-10

TOWNSQUARE MEDIA, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in Thousands, except Share Data)


	Shares of Common Stock
	Class A	Class B	Class C
	Shares	Shares	Shares	Warrants	Common Stock		Additional Paid-in Capital		Retained Earnings (Deficit)		Non-controlling Interest		Total






























Balance at December 31, 2019	14,314,092	3,011,634	1,636,341	8,977,676	$	190	$	367,540	$	(188,034)	$	2,740	$	182,436
Net (loss) income	—	—	—	—	—		—		(82,470)		1,919		(80,551)
Dividend declared	—	—	—	—	—		—		(2,098)		—		(2,098)
Common stock issued under exercise of stock options	5,646	—	—	—	—		49		—		—		49
Issuance of restricted stock	71,362	—	—	—	1		(1)		—		—		—
Conversion of common shares	44,965	(44,965)	—	—	—		—		—		—		—
Stock-based compensation	—	—	—	—	—		2,084		—		—		2,084


Cash distributions to non-controlling interests	—	—	—	—	—		—		—		(1,165)		(1,165)
Balance at December 31, 2020	14,436,065	2,966,669	1,636,341	8,977,676	$	191	$	369,672	$	(272,602)	$	3,494	$	100,755
Net income	—	—	—	—	—		—		16,736		2,048		18,784
Conversion of common shares (1)	(1,825,000)	—	1,825,000	—	—		—		—		—		—
Common stock issued under exercise of stock options	1,483,689	—	—	—	15		11,878		—		—		11,893
Issuance of restricted stock	11,428	—	—	—	—		—		—		—		—
Stock-based compensation	—	—	—	—	—		3,718		—		—		3,718
Repurchase of securities (2)	(1,595,224)	(2,151,373)	—	(8,814,980)	(38)		(81,912)		—		—		(81,950)
Share repurchases (3)	(100,000)	—	—	—	(1)		(630)		(769)		—		(1,400)
Warrants exercised (4)	162,696	—	—	(162,696)	2		(2)		—		—		—
Cash distributions to non-controlling interests	—	—	—	—	—		—		—		(2,216)		(2,216)
Balance at December 31, 2021	12,573,654	815,296	3,461,341	—	$	169	$	302,724	$	(256,635)	$	3,326	$	49,584

(1) On February 3, 2021, a direct holder of Class C Common Stock converted 800,000 shares into equal number of Class A Common Stock. On May 13, 2021, a direct holder of Class A Common Stock converted 2,625,000 shares into an equal number of Class C Common Stock. Except as expressly provided in our certificate of incorporation, the Class A common stock, Class B common stock and Class C common stock have equal economic rights and rank equally, share ratably and are identical in all respects as to all matters. Class C common stock is not redeemable, but is convertible 1:1 (including automatically upon certain transfers) into Class A common stock.

(2) On March 9, 2021, the Company repurchased all outstanding securities held by certain affiliates of Oaktree Capital Management L.P. (“Oaktree”), including 1,595,224 shares of Class A Common Stock, 2,151,373 shares of Class B Common Stock and 8,814,980 warrants. For further discussion on the repurchase, see Note 11, Stockholders' Equity, in our Notes to Consolidated Financial Statements.

(3) See Note 11, Stockholders' Equity, in our Notes to Consolidated Financial Statements for further discussion related to the share repurchase.

(4) See Note 11, Stockholders' Equity, in our Notes to Consolidated Financial Statements for further discussion related to warrants exercised.

See Notes to Consolidated Financial Statements

F-11

Note 1. Organization and Basis of Presentation

Nature 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 for approximately 26,800 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 330 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 321 local terrestrial radio stations in 67 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.

The full extent of the COVID-19 pandemic impact will depend on future actions and outcomes, all of which remain fluid and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the short-term and long-term economic impacts of the COVID-19 pandemic (including the continued effect on advertising activity, consumer discretionary spending and our employees in the markets in which we operate), further actions taken to mitigate the impact of the pandemic, and the pace of continued economic and financial market recovery when the COVID-19 pandemic subsides, among others.

F-12

Note 2. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation: The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries that it controls. All intercompany accounts and transactions have been eliminated in consolidation.

Segment Reporting: The Company’s operations are organized internally by the types of products and services provided. In December of 2021, the Company changed its reporting segments in order to reflect its strategic focus, organizational structure and the information reviewed by its CODM as a digital media and digital marketing solutions company with market leading radio stations, represented by three segments: Subscription Digital Marketing Solutions, which includes the results of the Company’s subscription digital marketing solutions business, Townsquare Interactive; Digital Advertising, which includes digital advertising on its owned and operated digital properties and its digital programmatic advertising platform; and Broadcast Advertising, which includes our local, regional and national advertising products and solutions delivered via terrestrial radio broadcast, and other miscellaneous revenue that is associated with its broadcast advertising platform. The remainder of the Company’s business is reported in the Other category, which includes its owned and operated live events. The Company has presented segment information for the year ended December 31, 2020 in conformity with the current year’s segment information.

The Company’s activities are predominately within the United States, which represents one geographic region for segment reporting. The Company does not have any material inter-segment sales. See Note 13, Segment Reporting, in our Notes to Consolidated Financial Statements for further information.

Reclassification of non-cash lease (income) expense: The presentation of non-cash lease (income) expense as a component of adjustments to reconcile net loss to net cash flows provided by operating activities for the year ended December 31, 2020, has been reclassified to conform with the current period's presentation. The reclassification had no impact on net cash provided by operating activities.

Use of Estimates: The preparation of Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates inherent in the preparation of the accompanying consolidated financial statements include assumptions used in determining the fair value of assets and liabilities acquired in a business combination, impairment testing of intangible assets, valuation and impairment testing of long-lived tangible assets, the present value of leasing arrangements, share-based payment expense and the calculation of allowance for doubtful accounts and income taxes.

Concentrations of Credit Risk: Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable. The credit risk is limited due to the large number of customers comprising the Company’s customer base and their dispersion across several different geographic areas of the country. No single customer accounts for more than approximately 1% of revenue for the years ended December 31, 2021 and 2020.

Cash and cash equivalents: The Company maintains its cash balances principally at large financial institutions throughout the United States. Accounts at the institutions are insured by the Federal Deposit Insurance Corporation. Balances in these accounts may at times exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company considers only those investments which are highly liquid, readily convertible to cash, and that mature within three months from date of purchase to be cash equivalents. As of December 31, 2021 and 2020, cash equivalents were comprised of money market funds of $44.2 thousand and $55.6 million, valued using Level 1 inputs.

Restricted cash: Restricted cash includes the collateral account for the Company’s corporate credit cards and a stand-by letter of credit issued in favor of a landlord for one of our leases, and are classified in non-current assets in the Consolidated Balance Sheets. From time to time, such restricted funds could be returned to us or we

F-13

could be required to pledge additional cash. We had restricted cash of $0.5 million as of December 31, 2021 and 2020, respectively.

Accounts Receivable and Allowance for Doubtful Accounts: Accounts receivable are recorded at the invoiced amount and are reduced by a valuation allowance that reflects management’s best estimate of the accounts that will not be collected. In addition to reviewing delinquent accounts receivable, management considers many factors in estimating its general allowance including historical data, collection experience, customer types, creditworthiness and economic trends. From time to time, management may adjust its assumptions for anticipated changes in any of those or other factors expected to affect collectability. Account balances are charged off against the allowance when it is probable the receivable will not be recovered.

Property and Equipment: Property and equipment are recorded at cost and depreciated over their estimated useful life. Property and equipment acquired in a business combination are recorded at their estimated fair value at the date of acquisition under the acquisition method of accounting. Major additions or improvements are capitalized, while repairs and maintenance are charged to expense.

Depreciation expense on property and equipment is recorded using the straight-line method. The estimated useful lives for depreciation are as follows:


Property Type						Depreciation Period in Years
Buildings and improvements						10 to 39 years
Broadcasting equipment						3 to 20 years
Computer and office equipment						3 to 5 years
Furniture and fixtures						5 to 10 years
Transportation equipment						2 to 5 years
Software development costs						1 to 3 years
Leasehold improvements						Shorter of the economic useful life or remaining term of lease assuming likely renewal periods, as appropriate

The above depreciable lives are used for new property and equipment. Used property and equipment may have a useful life that is less than that of an acquired fixed asset that is new, depending on its condition. Upon sale or disposition of an asset, the cost and related accumulated depreciation are removed from the accounts and any loss or gain is recognized in net loss (gain) on sale and retirement of assets in the Consolidated Statements of Operations.

Software Development Costs: In accordance with Accounting Standards Codification (“ASC”) Topic 350, Internally Developed Software, we incurred and capitalized software development costs of $4.1 million and $4.7 million during each of the years ended December 31, 2021 and 2020, respectively. Certain costs incurred for software development during the application development stage are capitalized while costs incurred during the preliminary and post-implementation stages are expensed in the period incurred. Capitalized costs are amortized over the project’s estimated useful life. Software development costs consist primarily of salary and benefits for the Company’s development and technical support staff, contractors’ fees and other costs associated with the development and localization of products and services.

Intangible Assets: Intangible assets consist principally of Federal Communication Commission (“FCC”) broadcast licenses and other definite-lived intangible assets. FCC broadcast licenses are granted to radio stations for up to eight years under the Telecommunications Act of 1996 (the “Act”). The Act requires the FCC to renew a broadcast license if the FCC finds that the station has served the public interest, convenience and necessity, there have been no serious violations of either the Communications Act of 1934 or the FCC’s rules and regulations by the licensee, and there have been no other serious violations which taken together constitute a pattern of abuse. The licenses may be renewed indefinitely at minimal cost. The weighted average time to renewal of our FCC licenses is 7.1 years as of December 31, 2021. FCC licenses, which have been recorded at their estimated fair value as of the date of acquisition, have an indefinite useful life and therefore are not amortized. The fair value of our FCC licenses

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is estimated to be the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Costs associated with other definite-lived intangible assets are being amortized using the straight-line method over their estimated remaining useful lives, which range from 2 to 10 years, as of December 31, 2021.

We have selected December 31st as the annual testing date for impairment of FCC licenses. We evaluate our FCC licenses annually or more frequently if events or changes in circumstances indicate that the assets might be impaired. We evaluated the fair value of our FCC licenses at the unit of account level. Each market's broadcasting licenses were combined into a single unit of accounting for purposes of testing for impairments, which was geographic market.

We utilized a discounted cash flow method to perform our impairment test. Under this method, the income that is attributable to each FCC license is isolated and is based upon modeling a hypothetical “greenfield” build-up to a “normalized” enterprise that, by design, lacks inherent goodwill and assumes that the only asset of the hypothetical start-up business is the license. It is assumed that rather than acquiring indefinite-lived intangible assets as part of a going concern business, the buyer hypothetically develops indefinite-lived intangible assets and builds a new operation with similar attributes from scratch. Thus, the buyer incurs start-up costs during the build-up phase which are normally associated with going concern value. Initial capital costs are deducted from the discounted cash flow model which results in value that is directly attributable to the indefinite-lived intangible assets. The cash flows generated in the greenfield method are presumed to emanate from the one asset, or the FCC license, that exists at time zero. This cash flow stream is discounted to arrive at a value for the FCC license.

Below are some of the key assumptions used in our 2021 impairment assessments:


	December 31, 2021
Discount Rate	9.9% - 10.1%
Long-term Revenue Growth Rate	0.0%
	Low		High
Mature Market Share*	20.5	%	96.0	%
Operating Profit Margin	18.0	%	48.0	%

Below are some of the key assumptions used in our 2020 impairment assessments:


	December 31, 2020
Discount Rate	10.4% - 11.4%
Long-term Revenue Growth Rate	0.0%
	Low		High
Mature Market Share*	20.6	%	96.0	%
Operating Profit Margin	18.0	%	48.0	%

* Market share assumption used when reliable third-party data is available. Otherwise, Company results and forecasts are utilized.

Based on the results of the Company’s annual impairment evaluation of its FCC licenses performed at December 31, 2021 we incurred impairment charges of $1.7 million for FCC licenses in 1 of our 67 local markets for the year ended December 31, 2021.

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Based upon interim impairment evaluations of our FCC licenses performed at June 30, 2020 and March 31, 2020, we incurred impairment charges of $28.7 million and $78.4 million, respectively, for FCC licenses in 35 and 46, respectively, of our 67 local markets for the three months ended June 30, 2020 and March 31, 2020, respectively, representing total FCC impairment charges of $107.1 million for the year ended December 31, 2020. Charges related to the impairment of the Company’s FCC licenses are included in our Broadcast Advertising segment results.

Assumptions used to estimate the fair value of our FCC licenses are dependent upon the expected performance and growth of our traditional broadcast operations. In the event our broadcast revenues experience actual or anticipated declines, such declines will have a negative impact on the estimated fair value of our FCC licenses, and it is possible the Company will recognize additional impairment charges.

Goodwill: The acquisition method of accounting requires that the excess of purchase price paid over the estimated fair value of identifiable tangible and intangible net assets of acquired businesses be recorded as goodwill. Under the provisions of ASC Topic 350, Intangibles-Goodwill and Other, goodwill is not amortized, but is reviewed for impairment at least on an annual basis at December 31st, or when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable.

The Company evaluates goodwill for impairment at the reporting unit level and has determined appropriate reporting units. The most significant reporting is comprised of the components representing the local advertising businesses of all geographic markets, “Local Advertising”, which are aggregated into one reporting unit for testing. Our other reporting units include: (i) national digital assets, “National Digital”, which consists of music and entertainment focused national websites, (ii) Townsquare Ignite, our digital programmatic advertising platform, (iii) Amped, which is our owned and operated network of digital brands, made up of over 330 websites and 350 mobile applications (iv) Analytical Services, which is an attribution and analytics platform dedicated to tracking broadcast media, (v) Townsquare Interactive, which is our subscription based digital marketing solutions offered to small and mid-sized local and regional businesses in markets outside the top 50 in the United States, and (vi) Live Events, which includes the operations of our national events including other expos, lifestyle and active events which occur outside of our 67 distinct markets.

Recoverability of goodwill is evaluated by comparison of the fair value of a reporting unit with its carrying value. For purposes of testing the carrying value of the Company's goodwill for impairment, the fair value of goodwill for each reporting unit contains significant assumptions incorporating variables that are based on past experiences and judgments about future performance using industry information. These variables would include, but are not limited to: (1) forecasted revenue growth rates; (2) profit margin; (3) estimated capital expenditures and working capital requirements during the projection period; (4) risk-adjusted discount rate; and (5) expected growth rates in perpetuity to estimate terminal values. These variables are susceptible to changes in estimates, which could result in significant changes to the fair value of the goodwill. Impairment of goodwill is calculated by comparing the fair value as described above to the carrying value of goodwill.

The Company also performs a reasonableness test on the fair value results for goodwill by comparing the carrying value of the Company’s assets to the Company’s enterprise value based on its market capitalization.

For 2021, in assessing whether goodwill was impaired in connection with its annual impairment testing performed as of December 31st, the Company performed a quantitative assessment for each of its reporting units. The Company compared the fair value of each of its reporting units, determined based upon discounted estimated future cash flows, to the carrying amount at December 31, 2021, including goodwill. Based upon such assessment, we determined that it was more likely than not that the fair value of each of our reporting units exceeded their respective carrying amounts. The fair values of our National Digital, Townsquare Ignite, Analytical Services, Townsquare Interactive and Live Events reporting units were in excess of their respective carrying values by approximately 703%, 164%, 281%, 497% and 117%, respectively. The fair values of each of our reporting units were determined using a weighted average market and income approach. The income approach requires several assumptions including future sales growth, EBITDA (earnings before interest, taxes, depreciation and amortization) margins, capital expenditures, and discount rates which are the basis for the information used in the discounted cash

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flow model. The weighted-average cost of capital used in testing our reporting units for impairment ranged from 7.9% - 16.3% with perpetual growth rates ranging from (2.8)% to 9.0%.

For 2020, in assessing whether goodwill was impaired in connection with its annual impairment testing performed as of December 31st, the Company performed a quantitative assessment for each of its reporting units. The Company compared the fair value of each of its reporting units, determined based upon discounted estimated future cash flows, to the carrying amount at December 31, 2020, including goodwill. Based upon such assessment, we determined that it was more likely than not that the fair value of each of our reporting units exceeded their respective carrying amounts. The fair values of our National Digital, Townsquare Ignite, Analytical Services, Townsquare Interactive and Live Events reporting units were in excess of their respective carrying values by approximately 138%, 231%, 795%, 300% and 118%, respectively. The fair values of each of our reporting units were determined using a weighted average market and income approach. The income approach requires several assumptions including future sales growth, EBITDA (earnings before interest, taxes, depreciation and amortization) margins, capital expenditures, and discount rates which are the basis for the information used in the discounted cash flow model. The weighted-average cost of capital used in testing our reporting units for impairment ranged from 8.4% - 14.5% with a perpetual growth rates ranging from (4.5)% to 7.3%.

The key assumptions used to determine the estimated fair value of each reporting unit are predicated on our market positioning and the ability to provide diversified and integrated product and service offerings. In the event our operating strategy faces challenges in the business environments in which each of our reporting units operate, a resulting change in the key assumptions (e.g., long-term financial projections) could have a negative impact on the estimated fair value of our reporting units, and it is possible the Company could recognize additional impairment charges.

See Note 6, Goodwill and Other Intangible Assets, Net, for further details related to the results of our impairment testing for each of the years ended December 31, 2021 and 2020, respectively.

Investments: Long-term investments primarily consists of minority holdings in early-stage businesses. As management does not exercise significant control over operating and financial policies of the investees, the investments are not consolidated or accounted for under the equity method of accounting. The initial valuation of the equity securities were based upon a combination of valuation analysis using observable inputs categorized as Level 2 and performing discounted cash flows analysis, using unobservable inputs categorized as Level 3 within the ASC 820 framework. In accordance with ASC 321, Investments - Equity Securities, the Company measures its equity securities at cost minus impairment, as the investments do not qualify for the net asset value per share practical expedient. The Company monitors its investments for any subsequent observable price changes in orderly transactions for the identical or a similar investment of the same investee, at which time the Company adjusts the then current carrying values of the related investment. On July 2, 2021, one of the Company's investees completed its registration with the SEC and became a publicly traded company. As a result, the Company's investment was no longer measured at cost minus impairment and the carrying value of the investment is measured at its fair value with changes in fair value reflected in net income. Additionally, the Company evaluates its investments for any indicators of impairment. For the year ended December 31, 2021 and 2020, the Company recorded no impairment charges.

See Note 7, Investments, for further details related to the Company's investments.

Deferred Financing Costs: Deferred financing costs related to the issuance of debt are capitalized and are amortized over the life of the instrument in such a way as to result in a constant rate of interest when applied to the amount outstanding at the beginning of any given period (the interest method). The amortization of these costs is recorded as interest expense, net in the Consolidated Statements of Operations. Unamortized deferred financing costs as of December 31, 2021 and 2020 have been deducted from the long-term debt balance in the Consolidated Balance Sheets.

Impairment of Long-Lived Assets: Long-lived assets (including property, equipment and intangible assets subject to amortization) to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset group may not be recoverable if it exceeds the sum of the undiscounted cash flows expected to result

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from the use and eventual disposal of the asset group. If it were determined that the carrying amount of an asset was not recoverable, an impairment loss would be recorded. The Company determines the fair value of its long-lived assets based upon the market value of similar assets, if available, or independent appraisals, if necessary. Long-lived assets to be disposed of and/or held for sale are reported at the lower of carrying amount or fair value, less cost to sell. The fair value of assets held for sale is determined in the same manner as described for assets held and used. There were $0.1 million non-cash impairment charges related to long-lived assets for the twelve months ended December 31, 2021. We recognized total impairment charges related to long-lived assets in certain markets during the year ended December 31, 2020 of $2.0 million. Long-lived asset impairment charges are included in caption Impairment of long-lived and intangible assets, in the Company’s Consolidated Statements of Operations.

Business Realignment Costs: As part of the Company’s COVID-19 response, the Company instituted immediate actions to address the potential financial impacts of the pandemic, one of which included reducing our workforce through the termination or layoff of approximately 135 full-time employees in 2020.

The Company recorded the following business realignment costs for the years ended December 31, 2021 and 2020 (in thousands):


	December 31, 2021		December 31, 2020
Compensation costs	$	184	$	2,648

Other	662		441
Total	$	846	$	3,089

Self-Insurance Liabilities: The Company is self-insured for medical liability. In addition, the Company has stop loss coverage in excess of certain defined limits. Liabilities associated with the risks that are retained by the Company are estimated, in part, by considering claims experience, severity factors and other assumptions. For any legal costs expected to be incurred in connection with a loss contingency, the Company recognizes the expense as incurred.

Revenue Recognition: Broadcast revenue for commercial broadcasting advertisements is recognized when the commercial is broadcast. Revenue is reported net of agency commissions. Agency commissions are calculated based on a stated percentage applied to gross billing revenue for advertisers that use agencies. Subscription digital marketing solutions revenue, under the brand name Townsquare Interactive, is recognized as a contract liability until the terms of a customer contract are satisfied, which generally occurs with the transfer of control as the Company satisfies its contractual performance obligation over time. Digital revenue is derived primarily from the sale of internet-based advertising campaigns to local, regional, and national advertisers and is recognized over the duration of the campaigns. Live events revenue and other non-broadcast advertising revenue are recognized as events are conducted. Deferred revenue consists primarily of digital subscriptions in which payment is received in advance of the service month and advance ticket sales on events scheduled to take place at dates in the future.

Trade Advertising: Trade Advertising (advertising provided in exchange for goods and services) are reported at the estimated fair value of the products or services received. Revenue from trade advertising is recognized when advertisements are broadcast. Merchandise or services received is charged to expense when received or utilized. If merchandise or services are received prior to the broadcast of the advertising, a liability is recorded. If advertising is broadcast before the receipt of the goods or services, a receivable is recorded. Total revenues recognized related to trade advertising were $17.4 million and $17.7 million for the years ended December 31, 2021 and 2020, respectively.

Leases: The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities, current and operating lease liability, net of current portion on our Consolidated Balance Sheets. Finance leases are included in property and equipment, net, financing lease liabilities, current and financing lease liabilities, net of current portion on our Consolidated Balance Sheets.

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Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date, adjusted by the deferred rent liabilities at the adoption date. ROU assets may also include any initial direct costs incurred and any lease payments made at or before the lease commencement date, less lease incentives received.

Our lease arrangements may contain lease and non-lease components. We elected to combine lease and non-lease components. In determining the present value of the future lease payments, we consider only payments that are fixed and determinable at commencement date, including non-lease components. Variable components such as utilities and maintenance costs are expensed as incurred. As our leases do not provide an implicit rate, in determining the net present value of lease payments, management used judgment in order to estimate the appropriate incremental borrowing rate, which is the rate incurred to borrow equivalent funds on a collateralized basis over a similar term in a similar economic environment. Lease terms include periods under options to extend or terminate the lease when we are reasonably certain that the option will be exercised. Lease expense is recognized on a straight-line basis over the lease term.

We also elected to apply the short-term lease measurement and recognition exemption in which ROU assets and lease liabilities are not recognized for leases with a term of 12 months or less.

ROU assets for operating leases are periodically reviewed for impairment losses. The Company uses the long-lived assets impairment guidance to determine whether a ROU asset is impaired, and if so, the amount of the impairment loss to recognize. We monitor for events or changes in circumstances that require a reassessment of one of our leases. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU asset unless doing so would reduce the carrying amount of the ROU asset to an amount less than zero.

Local Marketing Agreements: At times, the Company enters into Local Marketing Agreements (“LMAs”), also known as Time Brokerage Agreements (“TBAs”). In a typical LMA, the licensee of a radio station makes available, for a fee, airtime on its radio station to a party which supplies content to be broadcast during that airtime and collects revenue from advertising aired during such content. LMAs are subject to compliance with the antitrust laws and the Communications Act of 1934, as amended, and relevant FCC rules and published policies (“Communication Laws”), including the requirement that the licensee must maintain independent control over the radio station and, in particular, its personnel, content and finances. The FCC has held that such agreements do not violate the Communications Laws as long as the licensee of the radio station receiving content from another station maintains ultimate responsibility for, and control over radio station operations and otherwise ensures compliance with the Communications Laws.

As of December 31, 2021, the Company operated one non-owned radio station under an LMA. The total net revenue for the contractual portion of the LMA of the radio station and its total expenses for the contractual portion of the LMA were immaterial.

Financial Instruments: ASC 825, Disclosures about Fair Value of Financial Instruments, requires the Company to disclose estimated fair values for its financial instruments. Management has reviewed its cash and cash equivalents, accounts receivable, other current assets, accounts payable and accrued expenses and has determined that their carrying values approximate their fair value due to the short maturity of these instruments. The fair value of the Company’s long-term debt is disclosed in Note 8, Long-Term Debt.

Fair Value Measurements: ASC 820, Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements.

The fair value framework under ASC 820 provides for a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy are as follows:

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•Level 1: Inputs are quoted prices (unadjusted) in active markets for identified assets or liabilities that the Company has the ability to access at the measurement date.

•Level 2: Inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 assets include quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets that are not active; and inputs other than quoted prices that are observable such as models.

•Level 3: Inputs are unobservable inputs for the asset or liability. Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.

Advertising and Promotion Costs: Costs of media advertising (including barter) and associated production costs are expensed to direct operating expenses the first time the advertising takes place. The Company recorded advertising expenses of $0.4 million and $0.6 million, for the years ended December 31, 2021 and 2020, respectively.

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 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.

The Company also evaluates 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. When appropriate, a valuation allowance is recorded against deferred tax assets to offset future tax benefits that may not be realized.

The Company follows the provisions of ASC Topic 740, Accounting for Income Taxes. ASC Topic 740 clarifies the accounting for uncertainties in income taxes recognized in an enterprise’s financial statements. ASC Topic 740 also prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740 provides guidance on derecognition, classification, interest and penalties, disclosures and transition. As required by the uncertain tax position guidance in ASC Topic 740, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. 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. The Company’s policy is to recognize interest and penalties accrued on unrecognized tax benefits as part of income tax expense. The Company’s Federal income tax returns and various state tax returns remain subject to examination by taxing authorities for all years after 2017.

Stock-based compensation: Stock-based compensation expense related to stock-based transactions, including employee awards, is measured and recognized in the Consolidated Financial Statements 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 fair value of option awards is estimated using the Black-Scholes option-pricing model. This model requires assumptions including the fair value of the Company’s common stock, expected volatility, expected term of the award, expected dividend yield and risk-free interest rate. Stock-based compensation expense is recognized as the equity awards vest. Share-based awards may be subject to forfeiture if certain employment conditions are not met. The Company accounts for forfeitures as they occur.

Contingencies: In accordance with ASC Topic 450, Contingencies, the Company records a loss contingency when it is probable a liability has been incurred and the amount of the loss can be reasonably estimated. The Company monitors the stage of progress of its litigation matters and relates that to an accrual for estimated losses to determine if any adjustments are required.

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In the normal course of business, the Company is subject to various regulatory proceedings, lawsuits, claims and other matters. Additionally, from time to time the Company is engaged in various legal proceedings related to its intellectual property, employees or other matters. Although such matters are subject to many uncertainties and outcomes are not predictable with assurance, as of December 31, 2021 and 2020, management does not believe any such matters are material to the Company’s consolidated results of operations or financial condition.

Accounting Developments

Recently Adopted Accounting Standards

In January 2020, the FASB issued ASU 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)-Clarifying the Interactions between Topic 321, Topic 323, and Topic 815, which clarifies certain interactions between the guidance to account for certain equity securities under Topic 321, the guidance to account for investments under the equity method of accounting in Topic 323, and the guidance in Topic 815, which could change how an entity accounts for an equity security under the measurement alternative or a forward contract or purchased option to purchase securities that, upon settlement of the forward contract or exercise of the purchased option, would be accounted for under the equity method of accounting or the fair value option in accordance with Topic 825, Financial Instruments. The new guidance is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company accounts for its equity securities without readily determinable fair values under the measurement alternative election of ASC 321, whereby the Company can elect to measure an equity security without a readily determinable fair value, that does not qualify for the practical expedient to estimate fair value (net asset value), at its cost minus impairment, if any. The ASU also allows the use of a qualitative assessment when analyzing impairment of equity securities without readily determinable fair values. The Company adopted this standard effective January 1, 2021, which did not have a material impact on the Company’s Consolidated Financial Statements.

In December 2019, the FASB issued ASU 2019-12, Accounting Standards Update 2019-12-Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The new guidance is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted this standard effective January 1, 2021, which did not have a material impact on the Company’s Consolidated Financial Statements.

Recently Issued Standards That Have Not Yet Been Adopted

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which adds a new Topic 326 to the Codification and removes the thresholds that companies apply to measure credit losses on financial instruments measured at amortized cost, such as loans, receivables, and held-to-maturity debt securities. The guidance will remove all recognition thresholds and will require companies to recognize an allowance for credit losses for the difference between the amortized cost basis of a financial instrument and the amount of amortized cost that the company expects to collect over the instrument's contractual life. The new guidance is effective for smaller reporting companies for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption, either of the entire standard or only the provisions that eliminate or modify requirements, is permitted. The Company expects to adopt the new guidance in the first quarter of 2023. The Company is continuing to assess the impact on its Consolidated Financial Statements, if any.

Note 3. Revenue Recognition

The following tables present a disaggregation of our revenue by reporting segment and revenue from political sources and all other sources (in thousands):

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	Year Ended December 31, 2021
	Subscription Digital Marketing Solutions		Digital Advertising		Broadcast Advertising		Other		Total
Net Revenue (ex Political)	$	81,792	$	116,841	$	211,355	$	4,471	$	414,459
Political	—		—		3,498		—		3,498
Net Revenue	$	81,792	$	116,841	$	214,853	$	4,471	$	417,957


	Year Ended December 31, 2020
	Subscription Digital Marketing Solutions		Digital Advertising		Broadcast Advertising		Other		Total
Net Revenue (ex Political)	$	70,360	$	96,969	$	185,524	$	2,479	$	355,332
Political	—		—		16,006		—		16,006
Net Revenue	$	70,360	$	96,969	$	201,530	$	2,479	$	371,338

Revenue from contracts with customers is recognized as an obligation until the terms of a customer contract are satisfied; generally this occurs with the transfer of control as we satisfy contractual performance obligations over time. Our contractual performance obligations include the performance of digital marketing solutions, placement of internet-based advertising campaigns, broadcast of commercials on our owned and operated radio stations, and the operation of live events. Revenue is measured at contract inception as the amount of consideration we expect to receive in exchange for transferring goods or providing services. Our contracts are at a fixed price at inception and do not include any variable consideration or financing components by normal course of business practice. Sales, value add, and other taxes that are collected concurrently with revenue producing activities are excluded from revenue.

The 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. Through our digital programmatic advertising platform, we are able to hyper-target audiences for our local, regional and national advertisers by combining first and third party audience and geographic location data, providing them the ability to reach a high percentage of their online audience. Ignite delivers these solutions across desktop, mobile, connected TV, email, paid search and social media platforms utilizing display, video and native executions. We also offer subscription digital marketing solutions under the brand name Townsquare Interactive to small and mid-sized local and regional businesses in markets outside the top 50 across the United States, including the markets in which we operate radio stations. Our digital marketing solutions include traditional and mobile-enabled website development and hosting services, e-commerce platforms, search engine and online directory optimization services, online reputation monitoring, social media management, and website retargeting.

Political net revenue includes the sale of advertising for political advertisers. Contracted performance obligations under political contracts consist of the broadcast and placement of digital advertisements. Management views political revenue separately based on the episodic nature of election cycles and local issues calendars.

Net revenue for digital and broadcast advertisements are recognized as the contractual performance obligations for Townsquare services are satisfied. We measure progress towards the satisfaction of our contractual performance obligations in accordance with the contractual arrangement. We recognize the associated contractual revenue as delivery takes place and the right to invoice for services performed is met.

Our advertising contracts are short-term (less than one year) and payment terms are generally net 30-60 days for traditional customer contracts and net 60-90 days for national agency customer contracts. Our billing practice is to invoice customers on a monthly basis for services delivered to date (representing the right to invoice). Our contractual arrangements do not include rights of return and do not include any significant judgments by nature of the products and services.

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Net revenue from digital subscription-based contractual performance obligations is recognized ratably over time as our performance obligations are satisfied. Subscription-based service fees are typically billed in advance of the month of service at a fixed monthly fee that is contractually agreed upon at contract inception. The measure of progress in such arrangements is the number of days of successful delivery of the contracted service.

For all customer contracts, we evaluate whether we are the principal (i.e., report revenue on a gross basis) or the agent (i.e., report revenue on a net basis). Generally, we report revenue for advertising placed on Townsquare properties on a gross basis (the amount billed to our customers is recorded as revenue, and the amount paid to our publishers is recorded as a cost of revenue). We are the principal because we control the advertising inventory before it is transferred to our customers. Our control is evidenced by our sole ability to monetize the advertising inventory, being primarily responsible to our customers, having discretion in establishing pricing, or a combination of these factors. We also generate revenue through agency relationships in which revenue is reported net of agency commissions. Agency commissions are calculated based on a stated percentage applied to gross billing revenue for advertisers that use agencies.

The following table provides information about receivables, contract assets and contract liabilities from contracts with customers (in thousands):


	December 31, 2021		December 31, 2020
Receivables	$	57,647	$	58,634
Short-term contract liabilities (deferred revenue)	$	10,208	$	8,847
Contract acquisition costs	$	5,428	$	4,824

We receive payments from customers based upon contractual billing schedules; accounts receivable is recorded when the right to consideration becomes unconditional. Contract receivables are recognized in the period the Company provides services when the Company’s right to consideration is unconditional. Payment terms vary by the type and location of our customer and the products or services offered. Payment terms for amounts invoiced are typically net 30-60 days.

Our contract liabilities include cash payments received or due in advance of satisfying our performance obligations and digital subscriptions in which payment is received in advance of the service and month. These contract liabilities are recognized as revenue as the related performance obligations are satisfied. As of December 31 30, 2021, and December 31, 2020, the balance in the contract liabilities was $10.2 million and $8.8 million, respectively. The increase in our contract liabilities balance from December 31, 2020 is primarily driven by cash payments received or due in advance of satisfying our performance obligations, offset by $7.7 million of recognized revenue for the year ended December 31, 2021. For the year ended December 31, 2020, we recognized $6.8 million of revenue that was previously included in our deferred revenue balance. No significant changes in the time frame of the satisfaction of contract liabilities have occurred during the year ended December 31, 2021.

Our capitalized contract acquisition costs include amounts related to sales commissions paid for signed contracts with perceived durations exceeding one year. We defer the related sales commission costs and amortize such costs to expense in a manner that is consistent with how the related revenue is recognized over the duration of the related contracts. We have evaluated the average customer contract duration (initial term and any renewals) to determine the appropriate amortization period for these contractual arrangements. Capitalized contract acquisition costs are recognized in prepaid expenses and other current assets in the accompanying consolidated balance sheets. As of December 31, 2021 and 2020, we had a balance of $5.4 million and $4.8 million in capitalized contract acquisition costs and recognized $4.3 million and $2.7 million of amortization during the year ended December 31, 2021 and 2020, respectively. No impairment losses have been recognized or changes made to the time frame for performance of the obligations related to deferred contract assets during the years ended December 31, 2021 or 2020, respectively.

F-23

Arrangements with Multiple Performance Obligations

In contracts with multiple performance obligations, we identify each performance obligation and evaluate whether the performance obligations are distinct within the context of the contract at contract inception. When multiple performance obligations are identified, we identify how control transfers to the customer for each distinct contract obligation and determine the period when the obligations are satisfied. If obligations are satisfied in the same period, no allocation of revenue is deemed to be necessary. In the event performance obligations within a bundled contract do not run concurrently, we allocate revenue to each performance obligation based on its relative standalone selling price. We generally determine standalone selling prices based on the prices charged to customers or by using expected cost-plus margins. Performance obligations that are not distinct at contract inception are combined.

Performance Obligations

We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed as amounts related to those performance obligations with expected durations of greater than one year are at a fixed price per unit and do not include any upfront or minimum payments requiring any estimation or allocation of revenue.

Note 4. Acquisitions

There were no acquisitions for the year ended December 31, 2021. On October 9, 2020, Townsquare Media Duluth, LLC closed on the acquisition of the assets associated with the radio broadcast station WWAX-FM for $0.4 million. All consideration for the acquisition was paid with cash on hand.

Note 5. Property and Equipment, Net

Property and equipment consisted of the following (in thousands):


	December 31, 2021		December 31, 2020
Land and improvements	$	20,558	$	21,512
Buildings and leasehold improvements	55,192		54,471
Broadcast equipment	95,962		90,324
Computer and office equipment	21,819		20,480
Furniture and fixtures	22,130		21,657
Transportation equipment	20,427		19,918
Software development costs	34,776		30,721
Total property and equipment, gross	270,864		259,083
Less: Accumulated depreciation and amortization	(164,147)		(147,212)
Total property and equipment, net	$	106,717	$	111,871

Depreciation and amortization expense for property and equipment was $18.0 million and $19.1 million for the years ended December 31, 2021 and 2020, respectively.

The Company recorded $0.1 million in impairment charges related to long-lived assets for the year ended December 31, 2021. On March 7, 2021 the Company sold a portion of land in Portsmouth, NH, recognizing a $0.6 million net loss on sale. On June 7, 2021, the Company sold a building and portion of land in the Boise, ID market for $0.6 million, an amount consistent with its current net carrying value.

F-24

For the year ended December 31, 2020, the Company recorded $1.2 million in non-cash impairment charges, primarily related to long-lived assets within the San Angelo, TX market and the Live Events business.

The Company had no material right of use assets related to it finance leases as of December 31, 2021 and 2020.

Note 6. Goodwill and Other Intangible Assets, Net

Indefinite-lived assets consist of goodwill and FCC broadcast licenses. FCC licenses represent a substantial portion of the Company’s total assets. The FCC licenses are renewable in the ordinary course of business, generally for a maximum of eight years. The fair value of FCC licenses is primarily dependent on the future cash flows of the radio markets and other assumptions, including, but not limited to, forecasted revenue growth rates, profit margins and a risk-adjusted discount rate. The Company has selected December 31st as the annual testing date.

The Company evaluates its FCC licenses for impairment annually or more frequently if events or changes in circumstances indicate that the assets might be impaired. Due to changes in forecasted traditional broadcast revenue in the markets in which we operate in, as they recover from the COVID-19 pandemic, the Company quantitatively evaluated the fair value of its FCC licenses at March 31, 2021 and December 31, 2021. Based on the results of the Company’s interim impairment evaluation of its FCC licenses performed at March 31, 2021, the Company incurred no impairment charges during the first quarter of 2021. Based on the results of the Company’s annual impairment evaluation of its FCC licenses performed at December 31, 2021 we incurred impairment charges of $1.7 million for FCC licenses in 1 of our 67 local markets. The $1.7 million impairment charge recorded during the year ended December 31, 2021 was driven by a change in the assumption for market revenue growth rates due to the availability of market data for the affected market.

Based upon interim impairment evaluations of our FCC licenses as of June 30, 2020 and March 31, 2020, we incurred impairment charges of $28.7 million and $78.4 million, respectively, for FCC licenses in 35 and 46, respectively, of our 67 local markets for the three months ended June 30, 2020 and March 31, 2020, respectively. The impairment charge realized during the three months ended June 30, 2020 was primarily driven by changes in the market data utilized in determining the discount rate applied in the valuation of our FCC licenses which drove an increase in the weighted average cost of capital. The changes in data were driven by an increase in market volatility and industry bond yields, a direct result of the impact of the COVID-19 pandemic on market and economic conditions. The impairment charge realized during the three months ended March 31, 2020 was primarily due to declines in forecasted traditional broadcast revenue in the markets we operate in as a result of the COVID-19 pandemic.

Charges related to the impairment of the Company’s FCC licenses are included in the Broadcast Advertising segment results.

Unfavorable changes in key assumptions utilized in the impairment assessment of our FCC licenses may affect future testing results. For example, keeping all other assumptions constant, a 150-basis point increase in the weighted average cost of capital as of the date of our last quantitative assessment would cause the estimated fair values of our FCC licenses to decrease by $99.4 million which would have resulted in an additional impairment charge of $5.5 million as of December 31, 2021. Assumptions used to estimate the fair value of our FCC licenses are also dependent upon the expected performance and growth of our traditional broadcast operations. In the event our broadcast revenue experiences actual or anticipated declines, including as a result of the COVID-19 pandemic, 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.

F-25

For 2021, in assessing whether goodwill was impaired in connection with its annual impairment testing performed as of December 31st, the Company performed a quantitative assessment for each of its reporting units. Based upon such assessment, the Company determined that the fair value of the following reporting units exceeded their respective carrying amounts as of December 31, 2021. The fair values of our National Digital, Townsquare Ignite, Analytical Services, Townsquare Interactive, and Live Events reporting units were in excess of their respective carrying values by approximately 703%, 164%, 281%, 497% and 117%, respectively.

For 2020, in assessing whether goodwill was impaired in connection with its annual impairment testing performed as of December 31st, the Company performed a quantitative assessment for each of its reporting units. Based upon such assessment, the Company determined that the fair value of the following reporting units exceeded their respective carrying amounts as of December 31, 2020. The fair values of our National Digital, Townsquare Ignite, Analytical Services, Townsquare Interactive, and Live Events reporting units were in excess of their respective carrying values by approximately 138%, 231%, 795%, 300% and 118%, respectively.

As of December 31, 2021, the goodwill balances remaining for each of our reporting units were as follows (amounts in thousands):


	Goodwill at December 31, 2021		Goodwill at December 31, 2020
Reporting Unit:
Local Advertising	$	—	$	—
National Digital	8,273		8,273
Townsquare Ignite	66,378		66,378
Amped	—		—
Analytical Services	2,313		2,313
Townsquare Interactive	77,000		77,000
Live Events	3,983		3,983
Balance	$	157,947	$	157,947

The fair values of each of our reporting units were determined using a weighted average market and income approach. The income approach requires several assumptions including future sales growth, EBITDA (earnings before interest, taxes, depreciation and amortization) margins, and capital expenditures and discount rates which are the basis for the information used in the discounted cash flow model. The weighted-average cost of capital used in testing our reporting units for impairment ranged from 7.9% - 16.3% with perpetual growth rates ranging from (2.8)% to 9.0%.

F-26

The following table presents changes in goodwill by segment during each of the two years ended December 31, 2021 and 2020, respectively (in thousands):


	Subscription Digital Marketing Solutions		Digital Advertising		Broadcast Advertising		Other		Total
Balance at December 31, 2019 (1)	$	77,000	$	—	$	76,964	$	3,983	$	157,947

Balance at December 31, 2020	$	77,000	$	—	$	76,964	$	3,983	$	157,947

Realignment of goodwill	—		76,964		(76,964)		—		$	—

Balance at December 31, 2021	$	77,000	$	76,964	$	—	$	3,983	$	157,947

(1) The aggregate goodwill balance as of December 31, 2019 is net of (i) a $69.0 million non-cash goodwill impairment charge related to the local advertising businesses reporting unit in the fourth quarter of 2019; (ii) $48.9 million of accumulated impairment charges incurred in 2017, of which $39.9 million was included as a component of discontinued operations and $9.1 million of which related to the 2017 strategic review and restructuring of our entertainment business; and (iii) a $4.1 million write-off of goodwill was recorded in 2017 in connection with business realignments within the entertainment business.

The following tables present details of intangible assets as of December 31, 2021 and 2020, respectively (in thousands):


	December 31, 2021
	Weighted Average Useful Life (in Years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Intangible Assets:
FCC licenses	Indefinite	$	275,321	$	—	$	275,321
Customer and advertising relationships	2	6,540		(5,447)		1,093
Leasehold interests	10	1,085		(1,000)		85
Tower space	2	454		(445)		9


Trademarks	8	2,598		(1,315)		1,283
Software License Fees	2	853		(379)		474
Total		$	286,851	$	(8,586)	$	278,265


	December 31, 2020
	Weighted Average Useful Life (in Years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Intangible Assets:
FCC licenses	Indefinite	$	277,013	$	—	$	277,013
Customer and advertising relationships	3	6,540		(4,793)		1,747
Leasehold interests	11	1,085		(970)		115
Tower space	3	454		(439)		15


Trademarks	9	2,761		(1,218)		1,543
Software License Fees	3	853		(126)		727
Total		$	288,706	$	(7,546)	$	281,160

F-27

Amortization expense for definite-lived intangible assets for each of the years ended December 31, 2021 and 2020 was $1.1 million and $1.0 million, respectively.

Estimated future amortization expense for each of the five succeeding fiscal years and thereafter as of December 31, 2021 is as follows (in thousands):



2022	$	1,101
2023	837
2024	168
2025	168
2026	168
Thereafter	502
	$	2,944

Note 7. Investments

Long-term investments primarily consists of minority holdings in early-stage businesses. As management does not exercise significant control over operating and financial policies of the investees, the investments are not consolidated or accounted for under the equity method of accounting. The initial valuation of the equity securities was based upon an estimate of market value at the time of investment or upon a combination of a valuation analysis using observable inputs categorized as Level 2 and performing a discounted cash flows analysis, using unobservable inputs categorized as Level 3 within the ASC 820 framework. In accordance with ASC 321, Investments - Equity Securities, the Company measures its equity securities at cost minus impairment, as their fair values are not readily determinable and the investments do not qualify for the net asset value per share practical expedient. The Company monitors its investments for any subsequent observable price changes in orderly transactions for the identical or a similar investment of the same investee, at which time the Company would adjust the then current carrying values of the related investment. Additionally, the Company evaluates its investments for any indicators of impairment.

During the year ended December 31, 2021, the Company made two new investments in businesses for $1.1 million and acquired an additional $5.3 million and $0.5 million in additional interests in two existing investees, respectively. There were no impairment charges recorded for the year ended December 31, 2021 and 2020.

In May of 2021 the Company realized a gain in the amount of $0.3 million following the private acquisition of one of its investees.

On July 2, 2021, one of the Company's investees completed its registration with the SEC and became a publicly traded company. As a result, the Company's investment was no longer measured at cost minus impairment and the carrying value of the investment is measured at its fair value with changes in fair value reflected in net income.

Based on the market price of the investee's common stock as of December 31, 2021, the fair value of the Company's investment in the common stock of the investee was approximately $3.4 million, resulting in a total unrealized net gain of $0.1 million during 2021 included as a component of other income. Additionally, the Company received a $0.2 million cash payment in connection with the completion of the transactions related to the investee's registration of its common stock. The fair value of the investee's common stock as of December 31, 2021, was based upon quoted prices (unadjusted) in active markets for identical equity securities, Level 1 measurements under the fair value measurement hierarchy established under Fair Value Measurement (Topic 820).

F-28

Note 8. Long-Term Debt

Total debt outstanding is summarized as follows (in thousands):


	December 31, 2021		December 31, 2020

2026 Notes	$	550,000	$	—
2023 Notes	—		$	273,416
Term Loans	—		272,381

Debt before deferred financing costs	550,000		545,797
Deferred financing costs	(8,479)		(2,369)


Total long-term debt	$	541,521	$	543,428

On January 6, 2021, the Company completed the private offering and sale of $550.0 million aggregate principal amount of 6.875% senior secured notes due 2026 (the “2026 Notes”) at an issue price of 100.0%. The net proceeds from the 2026 Notes, together with cash on hand, were used to repay: (i) all outstanding borrowings under the 2015 senior secured credit facility, which included a seven year $275.0 million term loan facility (the “Term Loans”) with $272.4 million principal amount outstanding and $2.1 million in accrued interest, (ii) all of the outstanding $273.4 million of principal amount of 6.5% Unsecured Senior Notes due in 2023 (the “2023 Notes”), a prepayment premium of $4.4 million, and $5.1 million in accrued interest, and (iii) fees and expenses related thereto. The Company also terminated its revolving credit facility and all other obligations thereunder were repaid effective January 6, 2021. The 2026 Notes bear interest at a rate of 6.875% and mature on February 1, 2026. Interest on the 2026 Notes is payable semi-annually in cash in arrears on February 1 and August 1 of each year, commencing on August 1, 2021.

The Company incurred approximately $13.6 million of fees and expenses in connection with the issuance of the 2026 Notes, of which approximately $9.4 million were capitalized and are being amortized over the remaining term of the 2026 Notes using the effective interest method at an effective rate of 7.2%. The Company recognized a $4.9 million loss on the early extinguishment of debt, comprised of a $3.1 million portion of the 2023 Notes prepayment premium and the write-off of $1.8 million of unamortized debt discount and deferred financing fees previously capitalized in connection with the senior secured credit facility and 2023 Notes. The Company recognized a $1.1 million loss on the modification of Terms Loans and 2023 Notes, which is primarily related to a portion of fees and expenses incurred related to the issuance of the 2026 Notes.

The Company’s obligations under the 2026 Notes are guaranteed by substantially all of its subsidiaries and assets. The Company may redeem the 2026 Notes in whole or in part, at its option, at a redemption price equal to 100% of the principal amount, subject to the following redemption prices, plus accrued and unpaid interest, if any to, but excluding, the redemption date:


Period	Price
Prior to February 1, 2023	at an applicable make-whole premium
Beginning February 1, 2023	103.438	%
Beginning February 1, 2024	101.719	%
Beginning February 1, 2025 and thereafter	100.000	%

At any time prior to February 1, 2023, the Company may redeem up to 40% of the aggregate principal amount of the 2026 Notes with the net cash proceeds of one or more equity offerings, at a price equal to 106.875% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

F-29

Change of Control

If the Company experiences certain change of control events, holders of the 2026 Notes may require the Company to repurchase all or part of their 2026 Notes at 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.

Certain Covenants

The 2026 Notes indenture contains restrictive covenants that limit the ability of the Company and its restricted subsidiaries to, among other things:

•incur additional indebtedness;

•declare or pay dividends, redeem stock or make other distributions to stockholders;

•make investments; create liens or use assets as security in other transactions;

•merge or consolidate, or sell, transfer, lease or dispose of substantially all of our assets;

•enter into transactions with affiliates;

•sell or transfer certain assets; and

•agree to certain restrictions on the ability of restricted subsidiaries to make payments to the Company.

Certain of these covenants will be suspended if the 2026 Notes are assigned an investment grade rating by Standard & Poor’s Investors Ratings Services, Moody’s Investors Service, Inc. or Fitch Ratings, Inc. and no event of default has occurred and is continuing.

During the year ended December 31, 2020, the Company voluntarily repurchased $4.7 million of its 2023 Notes at a market price below par, plus accrued interest and recognized a gain of $1.2 million. The Company wrote-off approximately $0.1 million of unamortized deferred financing costs in connection with the voluntary repurchase of its 2023 Notes. The repurchased notes were canceled by the Company. Based on the results of operations for the year ended December 31, 2019 we were required to make an excess free cash flow payment under the terms of its revolving credit facility of $9.9 million. The payment was made on June 15, 2020. On March 17, 2020, the Company borrowed $50.0 million under its revolving credit facility, which was repaid on June 5, 2020.

The Company was in compliance with its covenants under the 2026 Notes indenture as of December 31, 2021.

As of December 31, 2021 and 2020, based on available market information, the estimated fair value of the 2026 and 2023 Notes was $583.0 million and $278.2 million, respectively. As of December 31, 2020 the estimated fair value of the Term Loans was $272.4 million. The Company used Level 2 measurements under the fair value measurement hierarchy established under Fair Value Measurement (Topic 820).

Annual maturities of the Company's long-term debt as of December 31, 2021 are as follows (in thousands):



2022	$	—
2023	—
2024	—
2025	—
2026	$	550,000

Note 9. Lease and Other Commitments

Our lease agreements are primarily for facilities, land, radio towers and other equipment used in our operations and contain renewal options through 2088, escalating rent provisions and/or cost of living adjustments. The majority of our leases are operating leases, although we have several finance leases for equipment as the lease term represents a significant portion of the useful life. In several cases, we have lease arrangements where the lease

F-30

payment is based upon the consumer price index. Our lease agreements generally do not contain guarantees of the residual value at the end of the lease term or restrictive financial or other covenants.

Total rental expense, including costs incurred for live events such as venue and equipment rentals, for our operating leases was $11.6 million and $12.0 million for the years ended December 31, 2021 and 2020, respectively, and is included in Income from operations. During the year ended December 31, 2020, the Company recognized $0.7 million in accelerated rent related to a facility in Princeton, NJ in connection with consolidating operations within the market.

In September 2015, the Company closed on the sale of 43 towers located on 41 sites in 28 markets to a subsidiary of Vertical Bridge, LLC ("Vertical Bridge") (the "Tower Sale"). The divested towers house antenna that broadcast certain of the Company’s radio stations. As part of this transaction, the Company leased a portion of the space on the sold towers that house certain of the Company's antenna. The lease is for a period of 35 years, including an initial term of twenty years and three optional 5-year renewal periods. The Company pays $41 of rent per annum ($1 per site per annum) to Vertical Bridge for the right to house its existing antenna on the divested towers. In addition, the Company determined that the lease is an operating lease and is amortizing the long-term prepaid rent asset and deferred gain on the sale of towers as offsetting amounts over the lease term. The ending balances of the prepaid rent asset and deferred gain, including the current portion of $0.2 million, as of December 31, 2021 and 2020 were $6.0 million and $6.2 million, respectively. The Company will continue to amortize these balances over the remaining lease term.

Weighted-average remaining lease term (in years) and discount rate related to leases were as follows:


Weighted Average Remaining Lease Term	December 31, 2021	December 31, 2020
Finance Leases	3.16 years	3.29 years
Operating leases	7.24 years	7.54 years
Weighted Average Discount Rate
Finance Leases	5.55%	6.15%
Operating leases	6.80%	7.02%

Maturities of lease liabilities for operating leases are as follows as of December 31, 2021 (in thousands):



2022	$	9,575
2023	8,291
2024	7,362
2025	6,262
2026	4,158
Thereafter	16,168
Total operating lease payments	51,816
Less: imputed interest	(11,665)
Add: deferred gain sale leaseback transaction	5,988
Total	$	46,139

Maturities of lease liabilities for financing leases are as follows as of December 31, 2021 (in thousands):

F-31



2022	$	97
2023	61
2024	46
2025	24
2026	11
Thereafter	—
Total financing lease payments	239
Less: imputed interest	(19)
Total	$	220

The components of lease costs recorded to operating and corporate expense where the short-term lease measurement and recognition exemption was not applied are as follows (dollars in thousands):


	Year Ended December 31, 2021		Year Ended December 31, 2020
Operating lease cost	$	9,877	$	11,035
Short-term lease cost	$	33	$	70
Variable lease cost	$	7	$	6
Total lease cost	$	9,917	$	11,111

Other Commitments: The radio broadcast industry’s principal ratings service is Nielsen Holdings N.V. (“Nielsen”), which publishes surveys for domestic radio markets. The Company’s remaining aggregate obligation under the agreements with Nielsen as of December 31, 2021 is approximately $7.9 million and is expected to be paid in accordance with the agreements through September 2023. In addition, the Company has aggregate commitments of $5.1 million for a business management platform through 2023.

Future expected payments under these agreements as of December 31, 2021 are as follows (in thousands):



2022	$	9,391
2023	3,627
2024	—
2025	—
2026	—
Thereafter	—
Total purchase obligations	$	13,018

Total payments made under these agreements were $9.6 million and $11.0 million for the years ended December 31, 2021 and 2020, respectively.

Note 10. Income Taxes

Income tax expense (benefit) from operations for the years ended December 31, 2021 and 2020 consisted of the following (in thousands):

F-32


	2021		2020
Current income tax expense
State	$	596	$	348
Total current income tax expense	$	596	$	348

Deferred tax expense (benefit)
Federal	$	6,840	$	(20,205)
State	2,915		(4,001)
Total deferred income tax expense (benefit)	9,755		(24,206)
Total income tax expense (benefit)	$	10,351	$	(23,858)

Total income tax expense (benefit) from operations differed from the amount computed by applying the federal statutory tax rate of 21% for the years ended December 31, 2021 and 2020, due to the following (in thousands):


	2021		2020
Pretax income (loss) at federal statutory rate	$	6,118	$	(21,926)
State income tax expense, net federal expense	2,244		(4,584)
Non-deductible items	1,528		272
Goodwill impairment	—		—


Adjustment of prior year deferred taxes	847		836
Change in valuation allowance	(368)		1,552
Other items	(18)		(8)
Total benefit for income taxes	$	10,351	$	(23,858)

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities at December 31, 2021 and 2020 are presented below (in thousands):

F-33


	2021		2020
Deferred tax assets:
Allowance for doubtful accounts	$	1,751	$	1,812
Accrued expenses and other current liabilities	657		534
Stock-based compensation	2,637		3,670
Property and equipment	1,929		2,011
Interest expense	11,379		7,579
Operating lease obligations	11,978		13,406

Non-current liabilities	3,075		4,623
Net operating loss and credit carryforwards	60,655		59,460
Foreign tax credits	385		385
	94,446		93,480
Less: valuation allowance	(55,070)		(55,438)
Deferred tax assets	39,376		38,042
Deferred tax liabilities:
Intangible assets	46,537		34,228
Operating lease right of use assets	11,162		12,407
Software development costs	1,758		1,733
Deferred tax liabilities	59,457		48,368
Net deferred tax liabilities	$	(20,081)	$	(10,326)

As of December 31, 2021, the Company has federal net operating loss carryforwards of approximately $171.9 million available to offset future income which will expire in the years 2022 through 2037, of which $41.2 million have an indefinite life. Approximately $50.4 million is applicable to Townsquare Radio, Inc. and can only be utilized against its future earnings (subject to further limitations under Section 382 of the Internal Revenue Code), and $80.3 million applicable to post IPO operations of the Company and can be utilized against future earnings without limitation through 2037. The Company has approximately $55.8 million of capital loss carryforwards which can be utilized through 2023. Additionally, the Company has various amounts of state net operating loss carry forwards expiring through 2041.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities and projected future taxable income in making this assessment. At December 31, 2021 and 2020, management believes it is not more likely than not that the Company will realize the benefits of these deductible differences.

The decrease in the valuation allowance of $0.4 million during the December 31, 2021 period, is primarily due to management’s conclusion in the period that an additional portion of the deferred tax assets will more than likely be realized. The increase in the valuation allowance of $1.6 million during the December 31, 2020 period, is primarily due to management’s conclusion in the period that an additional portion of the deferred tax assets will more than likely not be realized.

The Company has not recorded any unrecognized tax benefits as of December 31, 2021 and December 31, 2020. It is not expected that unrecognized tax benefits will materially change in the next 12 months.

F-34

Note 11. Stockholders’ Equity

The table below presents a summary, as of December 31, 2021, of our authorized and outstanding common stock, and securities convertible into common stock, excluding options issued under our 2014 Omnibus Incentive Plan.


Security1	Par Value Per Share		Number Authorized	Number Outstanding	Description
Class A common stock	$	0.01	300,000,000	12,573,654	One vote per share.
Class B common stock	$	0.01	50,000,000	815,296	Ten votes per share.2
Class C common stock	$	0.01	50,000,000	3,461,341	No votes.2

Total			400,000,000	16,850,291
1 Each of the shares of common stock have equal economic rights.
2 Each share converts into one share of Class A common stock upon transfer or at the option of the holder, subject to certain conditions, including compliance with FCC rules.

The foregoing share totals include 151,725 shares of restricted Class A common stock, subject to vesting terms, but exclude 4,706,301 of Class A common stock and 3,670,509 of Class B common stock issuable upon exercise of stock options, which options have an exercise price of between $4.79 and $10.08 per share. Additionally, the Company is authorized to issue 50,000,000 shares of undesignated preferred stock.

Dividend Rights

Each holder of shares of our common stock will be entitled to receive equally, on a per share basis, such dividends and other distributions in cash, securities or other property of the Company as may be declared thereon by our Board of Directors from time to time out of assets or funds of the Company legally available therefor; provided, however, that in the event that such dividend is paid in the form of shares of common stock or rights to acquire common stock, the holders of Class A common stock shall receive Class A common stock or rights to acquire Class A common stock, as the case may be, the holders of Class B common stock shall receive Class B common stock or rights to acquire Class B common stock, as the case may be, and the holders of Class C common stock shall receive Class C common stock or rights to acquire Class C common stock, as the case may be. Following the economic circumstances and uncertainty created by the COVID-19 pandemic, our board of directors determined to cease payment of quarterly cash dividends. Any future determination to pay dividends will be at the discretion of our board of directors.

Other Rights

Each holder of common stock is subject to, and may be adversely affected by, the rights of the holders of any series of preferred stock that we may designate and issue in the future.

Liquidation Rights

If our company is involved in a consolidation, merger, recapitalization, reorganization, or similar event, each holder of common stock will participate pro rata in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding.

Equal Status

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acquire any shares of common stock by any third party pursuant to an agreement to which the Company is a party or (y) any tender or exchange offer by the Company to acquire any shares of common stock, pursuant to the terms of the applicable tender or exchange offer, the holders of each class of common stock shall have the right to receive, or the right to elect to receive, the same form and amount of consideration on a per share basis as the holders of each other class of common stock provided, that if the consideration to be received by the holders of common stock in connection with any such transaction is in the form of shares of stock of the surviving or resulting corporation (or any parent corporation), such shares received by the holders of Class A common stock, Class B common stock or Class C common stock may have varying voting powers or other rights as are equivalent to those of the Class A common stock, Class B common stock and Class C common stock, respectively.

Holders of shares of Class A common stock, Class B common stock and Class C common stock vote together as a single class on all matters presented to the Company’s stockholders for their vote or approval, except as otherwise required by applicable law. Each holder of the Company’s Class A common stock is entitled to one vote per share on each matter submitted to a vote of stockholders. The Company’s Class A common stock is neither convertible nor redeemable. Each holder of the Company’s Class B common stock is entitled to ten votes per share on each matter submitted to a vote of stockholders. The Company’s Class B common stock is not redeemable, but is convertible 1:1 (including automatically upon certain transfers) into Class A common stock. Holders of shares of Class C common stock are not entitled to any voting rights with respect to such shares. The Company’s Class C common stock is not redeemable, but is convertible 1:1 (including automatically upon certain transfers) into Class A common stock.

Stock Repurchase Agreement

On January 24, 2021, the Company entered into a stock repurchase agreement with certain affiliates of Oaktree Capital Management L.P. (“Oaktree”) to repurchase 606,484 shares of the Company’s Class A common stock, 2,151,373 shares of the Company’s Class B common stock, and 7,242,143 warrants to purchase Class A Common Stock. On March 9, 2021, the repurchase was consummated and the Company elected to repurchase all of the outstanding securities held by Oaktree, including 1,595,224 shares of Class A Common Stock, 2,151,373 shares of Class B Common Stock and 8,814,980 warrants for an aggregate purchase price of $80.4 million, or $6.40 per security.

In connection with the closing under the stock repurchase agreement, on March 8, 2021, the Company and Oaktree entered into a settlement agreement (the “Settlement Agreement”), pursuant to which, among other things, the Company agreed to pay $4.5 million to Oaktree as follows: (i) $1.5 million on April 1, 2021; (ii) $1.0 million on July 1, 2021; (iii) $1.0 million on October 1, 2021; and (iv) $1.0 million on November 10, 2021. The Settlement Agreement also includes customary mutual releases from claims, demands, and damages related to the stock repurchase agreement. The $4.5 million due under the terms of the Settlement Agreement is reflected as a component of transaction costs for the year ended December 31, 2021. All amounts due under the terms of the Settlement Agreement were paid as of September 30, 2021.

Total consideration and fees in the aggregate amount of $82.0 million related to the repurchase of the shares and warrants from Oaktree are reflected as a reduction in capital during the year ended December 31, 2021. The shares were retired upon repurchase.

Stock Repurchase

On June 2, 2021, the Company repurchased 100,000 shares of Class A common stock from its Chief Executive Officer at a price of $14.00 per share. The shares were previously issued at a grant date fair value of $6.31. The difference between the grant date fair value and the repurchase price is reflected as an increase in accumulated deficit during the twelve months ended December 31, 2021.

Exercise of Warrants to Purchase Common Stock

On August 16, 2021, a warrant holder exercised 152,074 warrants at an exercise price of $0.0001 per share and received 152,074 shares of Class A common stock. On December 14, 2021, a warrant holder exercised 10,622 warrants in a cashless exercise transaction and received 10,622 shares of Class A common stock.

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The Company’s common stock is not entitled to preemptive or other similar subscription rights to purchase any of our securities. Unless the Company's board of directors determines otherwise, we will issue all of our capital stock in uncertificated form.

Stock-based Compensation

The Company’s 2014 Omnibus Incentive Plan (the “2014 Incentive Plan”) provides grants of stock options, stock appreciation rights, restricted stock, other stock-based awards and other cash-based awards. Directors, officers and other employees of the Company and its subsidiaries, as well as others performing consulting or advisory services for the Company, are eligible for grants under the 2014 Incentive Plan. The purpose of the 2014 Incentive Plan is to provide incentives that will attract, retain and motivate high performing officers, directors, employees and consultants by providing them with appropriate incentives and rewards either through a proprietary interest in our long-term success or compensation based on their performance in fulfilling their personal responsibilities.

Amendment to 2014 Incentive Plan

On January 25, 2021, the board of directors determined that it was in the best interest of the Company and its stockholders to amend the Company’s 2014 Incentive Plan to increase the number of shares of common stock available for grant under the 2014 Incentive Plan from 12,000,000 shares to 27,000,000 shares (the “Amendment”). Subsequently, on January 25, 2021, the board of directors submitted the Amendment to certain stockholders affiliated with Oaktree for approval. By written consent delivered to the Company on January 27, 2021, the Oaktree-affiliated stockholders, representing approximately 52.4% of the voting power of the Company, approved the Amendment.

The aggregate number of shares of common stock which may be issued or used for reference purposes under the 2014 Incentive Plan or with respect to which awards may be granted may not exceed 27,000,000 shares. As of December 31, 2021, 16,624,382 shares were available for grant.

Employee Stock Purchase Plan

In September 2021, the Company’s board of directors approved the 2021 Employee Stock Purchase Plan (the “2021 ESPP”). The Plan constitutes a sub-plan under the Townsquare Media, Inc. 2014 Omnibus Incentive Plan. Under the 2021 ESPP, eligible employees may authorize payroll deductions of at least 3% but no more than 15% of their current compensation of each payday during six months offering periods which commence on January 1 and July 1. Contributions are subject to an annual limitation of $25,000, and are used to purchase shares of Class A common stock at 90% of the fair market value of the Class A common stock on either the first or last day of an offering period, whichever is lower. The total number of shares purchased during each offering period may not exceed 2,000 shares per eligible participant and the total aggregate discount price for any calendar year may not exceed an annual limitation of $600,000. The first offering period for the ESPP commenced on January 1, 2022.

Stock Repurchase Plan

On December 16, 2021, the Board of Directors approved a stock repurchase plan, pursuant to which the Company is authorized to repurchase up to $50 million of the Company’s issued and outstanding Class A common stock over a thirty-six month period. Repurchases of common stock under the repurchase plan may be made, from time to time, in amounts and at prices the Company deems appropriate, subject to market conditions, applicable legal requirements, debt covenants and other considerations. Any such repurchases may be executed using open market purchases, privately negotiated agreements or other transactions, and may be funded from cash on hand, available borrowings or proceeds from potential debt or other capital markets sources.

Stock Option Activity

During the year ended December 31, 2021, eligible option holders tendered 1,483,689 options to purchase 1,483,689 shares of Townsquare common stock.

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During the year ended December 31, 2021, the Company granted 45,000 options with grant date fair value of $4.94. The option grant has a a four year vesting period of 25% each year with a ten-year term.

During the year ended December 31, 2020, the Company granted 2,181,041 options with grant date fair values of $2.36 and $3.15. The option grants have a four year vesting period of 25% each year with a ten-year term.

The grant date fair value of the stock options is estimated using the Black-Scholes option pricing model, which requires estimates of the expected term of the option, the expected volatility of the Company’s common stock price, dividend yield and the risk-free interest rate. The below table summarizes the assumptions used to estimate the fair value of the equity options granted:


	2021		2020
Expected volatility	50.0	%	50.0	%
Expected term	6.25 years		6.25 years
Risk free interest rate	1.32	%	0.66	%
Expected dividend yield	0.0	%	0.0	%

The expected term was calculated using the simplified method, defined as the midpoint between the vesting period and the contractual term of each award, due to the lack of sufficient historical exercise data. The expected volatility was based on market conditions of the Company and comparable companies. The risk-free interest rate was based on the U.S. Treasury yield curve in effect on the date of grant which most closely corresponds to the expected term of the option. Our board of directors determined to cease payment of quarterly cash dividends following the payment of our first quarter dividend of $2.1 million on May 15, 2020.

The following table summarizes stock option activity for the years ended December 31, 2021 and 2020:


	Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)	Aggregate Intrinsic Value (in thousands)




Outstanding at December 31, 2020	11,234,078	$	7.92	4.99	$	1,062
Granted	45,000	10.08
Exercised	(1,483,689)	8.01			4,727
Forfeited and expired	(1,418,579)	8.46
Outstanding at December 31, 2021	8,376,810	$	7.82	5.01	$	46,128

Exercisable at December 31, 2021	6,142,276	$	8.29	3.79	$	30,934

The maximum contractual term of stock options is 10 years.

Restricted Stock Activity

The following table summarizes restricted stock activity for the years ended December 31, 2021:

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	Number of Shares	Weighted Average Fair Value
Non-vested balance at January 31, 2021	306,177	$	6.55
Shares granted	11,428	8.74
Shares vested	(165,880)	6.49
Shares forfeited	—	—
Non-vested balance at December 31, 2021	151,725	$	6.78

The fair value of the restricted stock is equal to the closing share price on the date of grant. The vesting term of shares of restricted stock vary from 1 to 5 years.

For the years ended December 31, 2021 and 2020, the Company recognized approximately $3.7 million and $2.1 million, respectively, of stock-based compensation expense with respect to the options and shares of restricted stock granted. As of December 31, 2021, total unrecognized stock-based compensation expense related to our stock options and restricted stock was $5.4 million and $0.4 million, respectively, and is expected to be recognized over a weighted average period of 2.8 and 1.2 years, respectively.

Note 12. Net Income (Loss) Per Common Share

Net Income (Loss) Per Common Share

Basic earnings (loss) per common share (“EPS”) is generally calculated as income available to common shareholders divided by the weighted average number of common shares outstanding. Diluted EPS is generally calculated as income available to common shareholders divided by the weighted average number of common shares outstanding plus the dilutive effect of common share equivalents. The Company has determined that our Warrants were a participating security, as defined, in accordance with Accounting Standards Codification (“ASC”) Topic 260, Earnings Per Share. Although these Warrants were subject to restrictions on exercise, they participated in the undistributed earnings of the Company and therefore, our presentation reflects the two-class method.

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The calculation of basic and diluted EPS for the years ended December 31, 2021 and 2020, was as follows (in thousands, except per share data):


	Year Ended December 31,
	2021		2020
Numerator:
Net income (loss)	$	18,784	$	(80,551)
Net income from non-controlling interest	$	2,048	$	1,919
Net income (loss) attributable to controlling interest	$	16,736	$	(82,470)






Denominator:
Weighted average shares of common stock outstanding	16,836		18,647
Weighted average shares of participating securities outstanding	1,747		8,978
Total weighted average basic shares outstanding	18,583		27,625
Effect of dilutive common stock equivalents	2,658		—
Weighted average diluted common shares outstanding	21,241		18,647

Basic income (loss) per share:
Continuing operations attributable to common shares	$	0.90	$	(4.46)
Continuing operations attributable to participating shares (1)	$	0.90	$	0.08



Diluted income (loss) per share:	$	0.79	$	(4.46)

(1) On March 9, 2021, the Company repurchased 8,814,980 warrants outstanding from Oaktree, on August 16, 2021, a warrant holder exercised 152,074 warrants, and on December 14, 2021, a warrant holder exercised 10,622 warrants, each as more fully discussed in Note 11, Stockholders' Equity. As of December 31, 2021, there are no warrants outstanding. Income (loss) attributable to participating shares and diluted income (loss) per share for 2021 was calculated utilizing the weighted-average method.

The Company had the following dilutive securities that were not included in the computations of diluted net income per share as they were considered anti-dilutive (in thousands):


	Year Ended December 31,
	2021	2020
Warrants	—	8,978
Stock options	31	11,234
Restricted Stock	—	306

Note 13. Segment Information

Operating segments are organized internally by type of products and services provided. In December of 2021, the Company changed its reporting segments in order to reflect its strategic focus, organizational structure and the information reviewed by its CODM as a digital media and digital marketing solutions company with market leading local radio stations, represented by three segments: Subscription Digital Marketing Solutions, Digital Advertising and Broadcast Advertising. The remainder of our business is reported in the Other category.

The Company operates in one geographic area. The Company's assets and liabilities are managed within markets outside the top 50 across the United States where the Company conducts its business and are reported internally in the same manner as the Consolidated Financial Statements; thus, no additional information regarding

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assets and liabilities of the Company’s reportable segments is produced for the Company's CEO or included in these Consolidated Financial Statements. Intangible assets consist principally of FCC broadcast licenses and other definite-lived intangible assets and primarily support the Company’s Broadcast Advertising segment. For further information see Note 6, Goodwill and Other Intangible Assets, Net. The Company does not have any material inter-segment sales.

The Company's management evaluates segment operating income, which excludes unallocated corporate expenses and the impact of certain items that are not directly attributable to the reportable segments' underlying operating performance, and primarily includes expenses related to corporate stewardship and administration activities, transaction related costs and non-cash impairment charges.

The following table presents the Company's reportable segment information for the year ended December 31, 2021 (in thousands):


	Subscription Digital Marketing Solutions		Digital Advertising		Broadcast Advertising		Other		Corporate		Total
Net revenue	$	81,792	$	116,841	$	214,853	$	4,471	$	—	$	417,957
Direct operating expenses, excluding depreciation, amortization and stock-based compensation	57,374		79,894		147,364		3,670		—		288,302
Depreciation and amortization	986		489		12,971		167		4,485		19,098
Corporate expenses	—		—		—		—		24,542		24,542
Stock-based compensation	540		53		318		14		2,793		3,718
Transaction costs	—		—		—		—		4,459		4,459
Business realignment costs	—		—		—		30		816		846

Impairment of long-lived and intangible assets	—		—		1,818		95		—		1,913
Net loss on sale and retirement of assets	—		—		601		—		—		601
Operating income (loss)	$	22,892	$	36,405	$	51,781	$	495	$	(37,095)	$	74,478

The following table presents the Company's reportable segment information for the year ended December 31, 2020, (in thousands):


	Subscription Digital Marketing Solutions		Digital Advertising		Broadcast Advertising		Other		Corporate		Total
Net revenue	$	70,360	$	96,969	$	201,530	$	2,479	$	—	$	371,338
Direct operating expenses, excluding depreciation, amortization and stock-based compensation	49,259		70,581		160,268		2,239		—		282,347
Depreciation and amortization	529		1,012		13,291		438		4,837		20,107
Corporate expenses	—		—		—		—		26,885		26,885
Stock-based compensation	90		31		114		9		1,840		2,084
Transaction costs	—		—		—		—		2,653		2,653
Business realignment costs	—		—		—		304		2,785		3,089

Impairment of long-lived, and intangible assets	—		70		108,413		575		—		109,058
Net loss on sale and retirement of assets	—		—		—		—		83		83
Operating income (loss)	$	20,482	$	25,275	$	(80,556)	$	(1,086)	$	(39,083)	$	(74,968)

Note 14. Related Party Transactions

The Company has a strategic partnership and services agreement with a company affiliated with the Chairman of Townsquare’s board of directors. Under the agreement, the Company provides certain professional and administrative services including, IT, accounting and human resources support, business development, and engineering and consulting services. Prior to April 2021, the Company received a monthly service fee of $5,000 and reimbursement of any direct expenses, as applicable, however, effective April 1, 2021, the agreement was terminated. During the year ended December 31, 2021 and 2020, the Company received payments in the aggregate of $0.02 million and $0.1 million related to services provided under the terms of the agreement, respectively.

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SCHEDULE II

TOWNSQUARE MEDIA, INC.

FINANCIAL STATEMENT SCHEDULE

VALUATION AND QUALIFYING ACCOUNTS


Fiscal Year	Balance at Beginning of Year		Charged to Costs and Expenses		Deductions		Balance at End of Year
Allowance for doubtful accounts

2021	$	7,051	$	3,921	$	(4,229)	$	6,743
2020	$	2,604	$	6,970	$	(2,523)	$	7,051

S-1

Document

Exhibit 4.6

DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12

OF THE SECURITIES EXCHANGE ACT OF 1934

The Class A common stock, par value $0.01 per share, of Townsquare Media, Inc. (“Townsquare”, “the Company”, “we”, “our” and “us”) is the only class of securities of Townsquare registered under Section 12 of the Securities Exchange Act of 1934, as amended. The following summary of certain provisions of our capital stock does not purport to be complete and is subject to our certificate of incorporation, our bylaws, our Stockholders’ Agreement (as defined below) and the provisions of applicable law. Copies of our certificate of incorporation and bylaws and our Stockholders’ Agreement are incorporated herein by reference and attached as exhibits to our Annual Report on Form 10-K of which this Exhibit 4.6 is a part.

Authorized Capitalization

The total amount of our authorized capital stock consists of 300,000,000 shares of Class A common stock, par value $0.01 per share, 50,000,000 shares of Class B common stock, par value $0.01 per share, 50,000,000 shares of Class C common stock, par value $0.01 per share, and 50,000,000 shares of undesignated preferred stock, par value $0.01 per share.

Except as expressly provided in our certificate of incorporation, the Class A common stock, Class B common stock and Class C common stock shall have the same rights and privileges and rank equally, share ratably and be identical in all respects as to all matters. In the event of (i) a merger or consolidation requiring the approval of the holders of the Company’s capital stock entitled to vote thereon, (ii) any tender or exchange offer to acquire any shares of common stock by any third party pursuant to an agreement to which the Company is a party or (iii) any tender or exchange offer by the Company to acquire any shares of common stock, the holders of each class of common stock shall have the right to receive or to elect to receive the same form and amount of consideration on a per share basis as the holders of each other class of common stock; provided that, if the consideration to be received by the holders of common stock is in the form of shares of stock of the surviving, resulting or parent corporation, such shares received by the holders of Class A common stock, Class B common stock or Class C common stock may have varying voting powers or other rights as are equivalent to those of the Class A common stock, Class B common stock and Class C common stock, respectively.

Voting Rights

Holders of shares of Class A common stock and Class B common stock vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law.

Each holder of our Class A common stock is entitled to one vote per share on each matter submitted to a vote of stockholders. Each holder of our Class B common stock is entitled to ten votes per share on each matter submitted to a vote of stockholders. Holders of shares of Class C common stock are not entitled to any voting rights on each matter submitted to a vote of stockholders, except as otherwise required by law.

Our bylaws provide that the presence, in person or by proxy, of holders of shares representing a majority of the outstanding shares of capital stock entitled to vote at a stockholders’ meeting shall constitute a quorum. When a quorum is present, the affirmative vote of a majority of the votes cast is required to take action, unless otherwise specified by law or our certificate of incorporation (see “Anti-takeover Effects of our Certificate of Incorporation and Bylaws” below), and except for the election of directors, which is determined by a plurality vote. There are no cumulative voting rights.

Dividend Rights

Each holder of shares of our common stock is entitled to receive equally, on a per share basis, such dividends and other distributions of the Company as may be declared thereon by our Board of Directors out of assets or funds of the Company legally available therefor; provided, however, that in the event that such dividend is paid in the form of shares of common stock or rights to acquire common stock, the holders of each class of common stock shall receive such class of common stock or the right to acquire such class of common stock. These rights are subject to the preferential rights of any other class or series of our preferred stock.

Liquidation Rights

If our Company is involved in a liquidation, dissolution or winding up of the affairs of the Company, each holder of common stock will participate pro rata in all assets remaining after payment of liabilities, subject to prior distribution rights of any preferred stock.

Exhibit 4.6

Conversion

Subject to certain limited exceptions (as set forth in our certificate of incorporation), our class A common stock is not convertible. Subject to transfer restrictions set forth in our certificate of incorporation, each holder of shares of Class B or Class C common stock is entitled to convert at any time or times all or any part of such holder’s shares of Class B or Class C common stock, as the case may be, into an equal number of shares of Class A common stock.

In connection with the transfer of shares of Class B common stock, unless the transferee is an affiliate or related party of Oaktree or FiveWire (each as defined below), such transferred shares automatically convert into an equal number of shares of Class A common stock. In connection with the transfer of shares of Class C common stock, unless a notice to not so convert is provided to the Company, such transferred shares automatically convert into an equal number of shares of Class A common stock. However, to the extent that any conversion or transfer of Class B common stock or Class C common stock, or any transfer of Class A common stock (whether or not in connection with any conversion), would result in the holder or transferee holding more than 4.99% of the voting power of the Company’s issued and outstanding common stock following such conversion or transfer, the holder or transferee, respectively, shall first deliver to the Company an ownership certification for the purpose of enabling the Company (i) to determine that such holder does not have an attributable interest in another entity that would cause the Company to violate applicable United States Federal Communications Commission (“FCC”) rules and regulations and (ii) to seek any necessary approvals from the FCC or the United States Department of Justice. The Company, however, is not required to convert any share of Class B common stock or Class C common stock if the Company in good faith determines that such conversion would result in a violation of the Communications Act of 1934, as amended (the “Communications Act”), the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or the rules and regulations promulgated under either such Act. In addition, prior to any transfer or conversion of Class B common stock or Class C common stock, other than in connection with certain sales to the public, a holder of such stock is required to give the Company four business days’ notice of the transfer or conversion and provide any information reasonably requested by the Company to ensure compliance with applicable law.

Other Rights and Restrictions

Our common stock is not entitled to preemptive or other similar subscription rights to purchase any of our securities, is not redeemable and has no sinking fund provisions.

Undesignated Preferred Stock

Our Board of Directors has the authority to issue shares of preferred stock from time to time on terms it may determine, to divide shares of preferred stock into one or more series and to fix the designations, preferences, privileges, and restrictions of preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference and the number of shares constituting any series or the designation of any series to the fullest extent permitted by the General Corporation Law of the State of Delaware (the “DGCL”). Each holder of common stock is subject to, and may be adversely affected by, the rights of the holders of any series of preferred stock that we may designate and issue in the future. The issuance of our preferred stock could have the effect of decreasing the trading price of our common stock, restricting dividends on our capital stock, diluting the voting power of our common stock, impairing the liquidation rights of our capital stock, or delaying or preventing a change in control of our Company.

FCC Matters

To the extent necessary to avoid (i) a violation of the Communications Act or the rules, regulations and policies promulgated by the FCC and in effect from time to time (collectively, the “FCC Regulations”), (ii) a material limitation or impairment of any existing business activity or proposed business activity of the Company or any of its subsidiaries under the Communications Act or FCC Regulations, (iii) a material limitation or impairment under the Communications Act or FCC Regulations of the acquisition of an attributable interest in a full power radio station by the Company or any of its subsidiaries for which the Company or its subsidiary has entered into a definitive agreement with a third party, or (iv) the Company or any of its subsidiaries becoming subject to any rule, regulation, order or policy under the Communications Act or FCC Regulations having or which could reasonably be expected to have a material effect on the Company to which the Company would not be subject but for such ownership, conversion or proposed ownership, then, in the case of each of (i) through (iv) above (each, an “FCC Regulatory Limitation”), the Board of Directors may, after allowing the applicable owner of shares of capital stock a reasonable opportunity to cure or prevent such FCC Regulatory Limitation, (a) take any action, including, without limitation, exchanging capital stock for non-voting securities of the Company, warrants to purchase securities of the Company or any other securities of the Company, it believes necessary to prohibit the ownership or voting of more than 25% of the Company’s

Exhibit 4.6

outstanding capital stock by or for the account of aliens or their representatives or by a foreign government or representative thereof or by any entity organized under the laws of a foreign country (collectively “Aliens”), or by any other entity (1) that is subject to or deemed to be subject to control by Aliens on a de jure or de facto basis or (2) owned by, or held for the benefit of, Aliens in a manner that would cause the Company to be in violation of the Communications Act or FCC Regulations; (b) prohibit any conversion or transfer of the Company’s stock which the Company believes could cause more than 25% of the Company’s outstanding capital stock to be owned or voted by or for any person referred to in (a) above, (c) prohibit the ownership, voting or transfer of any portion of its outstanding capital stock to the extent that it would result in violation of the Communications Act or FCC Regulations, (d) require the conversion of any or all shares of capital stock held by a holder into shares of any other class of capital stock in the Company with equivalent economic value, (e) require the exchange of any or all shares held by a holder for warrants to acquire, at a nominal exercise price, the same number and class of shares of capital stock, and/or (f) redeem any shares of capital stock, subject to certain procedural and fair market value requirements set forth in the certificate of incorporation. The Company may request information from a person if it believes that such ownership, conversion, transfer or proposed ownership by or to such person could subject the Company to an FCC Regulatory Limitation or FCC reporting requirements. If any person from whom information is requested does not provide all the information requested by the Company in a timely manner, the Board of Directors may take any of the actions listed in clauses (a) through (f) above, except that in such case the person may upon notice to the Company decide not to proceed with the transfer or conversion.

Anti-takeover Effects of our Certificate of Incorporation and Bylaws

Action by Written Consent. Our certificate of incorporation provides that stockholder action cannot be taken by written consent in lieu of a meeting once certain funds managed by Oaktree cease to beneficially own more than 50% of the voting power of our outstanding shares of common stock.

Special Meeting of Stockholders. Our certificate of incorporation provides that special meetings of the stockholders can be called only pursuant to a resolution adopted by a majority of the total voting power of directors that we would have if there were no vacancies or, until the date that Oaktree ceases to beneficially own more than 50% of the voting power of our outstanding shares of common stock, at the request of holders of 50% or more of the voting power of our outstanding shares of common stock.

Advance Notice Requirements for Stockholder Proposals. Our bylaws require advance notice procedures for stockholder proposals to be brought before an annual meeting of the stockholders, including the nomination of directors. Stockholders at an annual meeting may only consider the proposals specified in the notice of meeting or brought before the meeting by or at the direction of the Board of Directors, or by a stockholder of record at the time notice is given and on the record date for the meeting, who is entitled to vote at the meeting and who has delivered a timely written notice in proper form to our secretary, of the stockholder’s intention to bring such business before the meeting.

Classified Board. Our certificate of incorporation provides that our Board of Directors will be divided into three classes of directors (with each class having one director designated by certain funds managed by Oaktree (who will have two votes on each matter presented to the Board of Directors, but only one vote on each matter presented to any committee of the Board of Directors, until Oaktree ceases to beneficially own at least 70% of the number of shares of common stock it beneficially owned immediately following the consummation of our initial public offering (“IPO”)), with the classes as nearly equal in number as possible. As a result, approximately one-third of our Board of Directors are elected each year.

Stockholders’ Agreement. Pursuant to a Stockholders’ Agreement we entered into with Oaktree, FiveWire Media Ventures LLC (“FiveWire”) (an entity formed for the purpose of investing in the Company by certain members of management, including Steven Price, Stuart Rosenstein, Alex Berkett, Scott Schatz and Dhruv Prasad (together with FiveWire, the “FiveWire Holders”)) and the other FiveWire Holders upon consummation of our IPO (the “Stockholders’ Agreement”), Oaktree has the right to designate three director designees to our board of directors so long as Oaktree beneficially owns at least one-third of the number of shares of common stock it beneficially owned immediately following the consummation of our IPO. In addition, for so long as Oaktree beneficially owns at least one-third of the number of shares of common stock it beneficially owned immediately following the consummation of our IPO, each FiveWire Holder will take all necessary actions to cause the election of such Oaktree director designees.

Furthermore, pursuant to the Stockholders’ Agreement, each FiveWire Holder granted to Oaktree an irrevocable proxy to vote their shares of Class B common stock, which shall remain in effect for so long as Oaktree beneficially owns at least 50% of the number of shares of common stock it beneficially owned immediately following the consummation of our IPO. Such proxy is assignable by Oaktree to any single transferee, or group of affiliated transferees, of all of the shares of common stock beneficially owned by Oaktree immediately following the consummation of our IPO.

Exhibit 4.6

Removal of Directors. Our certificate of incorporation provides that directors may be removed with or without cause at any time upon the affirmative vote of holders of at least a majority of the votes to which all the stockholders would be entitled to cast until certain funds managed by Oaktree cease to beneficially own more than 50% of the voting power of our outstanding shares of common stock. After such time, directors may only be removed from office only for cause and only upon the affirmative vote of at least 75% of the voting power of our outstanding shares of common stock.

Amendment to Certificate of Incorporation and Bylaws. Our bylaws may be amended, altered, changed or repealed by a majority vote of our Board of Directors, provided that, in addition to any other vote otherwise required by law, after the date on which certain funds managed by Oaktree cease to beneficially own more than 50% of the voting power of our outstanding shares of common stock, the affirmative vote of at least 75% of the voting power of our outstanding shares of common stock entitled to vote on the adoption, alteration, amendment or repeal of our bylaws, voting as a single class, will be required to adopt, amend, alter, change or repeal our bylaws. Additionally, after the date on which Oaktree ceases to beneficially own more than 50% of the voting power of our outstanding shares of common stock, the affirmative vote of at least 75% of the voting power of the outstanding shares of capital stock entitled to vote on the adoption, alteration, amendment or repeal of our certificate of incorporation, voting as a single class, will be required to amend or repeal or to adopt any provision inconsistent with specified provisions of our certificate of incorporation. In addition, the affirmative vote of a majority of the outstanding shares of Class B common stock, voting as a separate class, is required for any amendment to the specific rights or obligations of the Class B common stock that does not similarly affect the Class A common stock. Similarly, the affirmative vote of a majority of the outstanding shares of Class C common stock, voting as a separate class, is required for any amendment to the specific rights or obligations of the Class C common stock that does not similarly affect the Class A common stock.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, LLC.

Listing

Our Class A common stock is listed on the New York Stock Exchange under the trading symbol “TSQ.”

Document

Exhibit 10.7.7

TOWNSQUARE MEDIA, INC.

2021 EMPLOYEE STOCK PURCHASE PLAN

ARTICLE I

PURPOSE AND SCOPE OF THE PLAN

1.1 Purpose and Scope. The purpose of the Townsquare Media, Inc. 2021 Employee Stock Purchase Plan, as it may be amended from time to time, (the “Plan”) is to assist service providers of Townsquare Media, Inc., a Delaware corporation (the “Company”), and its Subsidiaries in acquiring a stock ownership interest in the Company and to help such individuals provide for their future security and to encourage them to continue to provide services to the Company and its Subsidiaries.

1.2 Sub-Plan. The Plan constitutes a sub-plan under the Townsquare Media, Inc. 2014 Omnibus Incentive Plan, as amended from time to time (the “Incentive Plan”). The Plan shall be subject to the terms and conditions set forth in the Incentive Plan, as applicable, including, without limitation, Article IV (Share Limitation), Article XI (Change in Control Provisions) and Article XIV (General Provisions). In the event of any conflict between the terms of the Incentive Plan and the Plan, the terms of the Incentive Plan shall control. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Incentive Plan.

ARTICLE II
DEFINITIONS

For purposes of the Plan, the following terms shall have the following meanings.

2.1 “Administrator” shall mean the Committee.

2.2 “Applicable Law” shall mean any applicable law, including without limitation: (a) provisions of the Code, the Securities Act, the Exchange Act and any rules or regulations thereunder; (b) corporate, securities, tax or other laws, statutes, rules, requirements or regulations, whether federal, state, local or foreign; and (c) rules of any securities exchange or automated quotation system on which the Common Stock is listed, quoted or traded.

2.3 “Committee” shall have the meaning set forth in the Incentive Plan.

2.4 “Compensation” of an Eligible Person shall mean, unless otherwise specified by the Administrator for an Offering Period, the regular straight-time earnings or base salary, bonuses and commissions, paid to the Eligible Person from the Company on each Payday as compensation for services to the Company or any Subsidiary, before deduction for any salary deferral contributions made by the Eligible Person to any tax-qualified or nonqualified deferred compensation plan, including overtime, shift differentials, vacation pay, salaried production schedule premiums, holiday pay, jury duty pay, funeral leave pay, paid time off, military pay, prior week adjustments and weekly bonus, but excluding education or tuition reimbursements, imputed income arising under any group insurance or benefit program, travel expenses, business and moving reimbursements, income received in connection with any stock options, restricted stock, restricted stock units or other compensatory equity awards and all contributions made by the Company or any Subsidiary for the Eligible Person’s benefit under any employee benefit plan now

Exhibit 10.7.7

or hereafter established. Such Compensation shall be calculated before deduction of any required income or employment tax withholdings.

2.5 “Effective Date” shall mean the date the Plan is adopted by the Board.

2.6 “Eligible Person” shall mean any individual who renders services to the Company or a Subsidiary in any capacity and who is determined by the Administrator to be eligible to participate in a particular Offering Period.

2.7 “Enrollment Date” shall mean the first date of each Offering Period.

2.8 “Exercise Date” shall mean the last Trading Day of each Offering Period.

2.9 “Fair Market Value” shall mean, for purposes of the Plan, unless otherwise determined by the Administrator or as required by any applicable provision of the Code or any regulations issued thereunder, as of any date, the last sales price reported for the Common Stock on the applicable date (i) as reported on the principal national securities exchange in the United States on which it is then traded or (ii) if the Common Stock is not traded, listed or otherwise reported or quoted, the Administrator shall determine in good faith the Fair Market Value in whatever manner it considers appropriate.

2.10 “Grant Date” shall mean the first Trading Day of an Offering Period.

2.11 “Offering Period” means the periods during which Purchase Rights shall be granted to Participants, commencing and terminating on such dates as determined by the Administrator in its sole discretion. Unless otherwise determined by the Administrator in its sole discretion, during each full calendar year that the Plan remains in effect, there shall be two (2) Offering Periods, with the first Offering Period during each such calendar year to commence on January 1st and terminate on June 30th, and the second Offering Period during each such calendar year to commence on July 1st and terminate on December 31st. The duration and timing of Offering Periods may be established or changed by the Administrator at any time, in its sole discretion.

2.12 “Participant” shall mean any Eligible Person who elects to participate in the Plan.

2.13 “Payday” shall mean the regular and recurring established day for payment of Compensation to an Eligible Person of the Company or any Subsidiary.

2.14 “Plan Account” shall mean a bookkeeping account established and maintained by the Company in the name of each Participant.

2.15 “Purchase Price” shall mean the purchase price of a Share hereunder as provided in Section 4.2 hereof.

2.16 “Purchase Right” shall mean the right to purchase Shares pursuant to the Plan during each Offering Period.

2.17 “Share” shall mean a share of Common Stock.

Exhibit 10.7.7

2.18 “Trading Day” shall mean a day on which the principal securities exchange on which the Common Stock is listed is open for trading or, if the Common Stock is not listed on a securities exchange, shall mean a business day, as determined by the Administrator in good faith.

2.19 “Withdrawal Election” shall have such meaning as set forth in Section 6.1(a) hereof.

ARTICLE III

PARTICIPATION

3.1 Eligibility. Unless otherwise determined by the Administrator, any Eligible Person who is employed by or providing services to the Company or a Subsidiary on a given Enrollment Date for an Offering Period shall be eligible to participate in the Plan during such Offering Period, subject to the requirements of Articles IV and V hereof.

3.2 Election to Participate; Compensation Deduction

(a)An Eligible Person may become a Participant in the Plan by means of payroll deduction or other method as permitted by the Administrator. Each individual who is an Eligible Person as of an Offering Period’s Enrollment Date may elect to participate in such Offering Period and the Plan by delivering to the Company a payroll deduction authorization, or other form authorized by the Administrator, no later than such period of time prior to the applicable Enrollment Date as determined by the Administrator, in its sole discretion.

(b)Amounts deducted from a Participant’s Compensation with respect to an Offering Period pursuant to this Section 3.2 shall be deducted each Payday through payroll deduction and credited to the Participant’s Plan Account, or pursuant to such other method as permitted by the Administrator. Unless otherwise determined by the Administrator, payroll deductions (i) shall be equal to at least three percent (3%) of the Participant’s Compensation as of each Payday of the Offering Period following the Enrollment Date, but not more than fifteen percent (15%) of the Participant’s Compensation as of each Payday of the Offering Period following the Enrollment Date; and (ii) shall be expressed by the Participant in the payroll deduction authorization as a whole number percentage. Notwithstanding the foregoing, unless otherwise determined by the Administrator, a Participant’s aggregate payroll deductions under the Plan in any calendar year shall not exceed $25,000.

(c)Unless otherwise determined by the Administrator, a Participant may not increase or decrease the amount deducted from such Participant’s Compensation during an Offering Period.

(d)Unless otherwise determined by the Administrator, upon the termination of an Offering Period, Participants in such Offering Period shall not automatically participate in the subsequent Offering Period. Any such individual who is an Eligible Person as of such subsequent Offering Period’s Enrollment Date may elect to participate in such subsequent Offering Period subject to the requirements set forth in Section 3.2(a) hereof.

3.3 Leave of Absence. During leaves of absence approved by the Company, a Participant may continue participation in the Plan by making cash payments to the Company on

Exhibit 10.7.7

Participant’s normal payday equal to Participant’s authorized payroll deduction or other method as permitted by the Administrator.

ARTICLE IV

PURCHASE OF SHARES

4.1 Grant of Purchase Right. Each Participant shall be granted a Purchase Right with respect to an Offering Period on the applicable Grant Date. Unless otherwise determined by the Administrator, the number of Shares subject to a Participant’s Purchase Right shall be determined by dividing (a) the amount deducted from such Participant’s Compensation prior to such Exercise Date and retained in the Participant’s Plan Account on such Exercise Date by (b) the applicable Purchase Price; provided, that in no event shall a Participant be permitted to purchase during each Offering Period more than 2,000 Shares (subject to any adjustment pursuant to Section 4.2 of the Incentive Plan), unless otherwise determined by the Administrator. The Administrator may, for future Offering Periods, increase or decrease, in its absolute discretion, the maximum number of Shares that a Participant may purchase during such future Offering Periods. Each Purchase Right shall expire on the Exercise Date for the applicable Offering Period immediately after the automatic exercise of the Purchase Right in accordance with Section 4.3 hereof, unless such Purchase Right terminates earlier in accordance with Article VI hereof.

4.2 Purchase Price. The Purchase Price per Share to be paid by a Participant upon exercise of the Participant’s Purchase Right on the applicable Exercise Date for an Offering Period shall be equal to ninety percent (90%) of the Fair Market Value of a Share on the applicable Enrollment Date or on the Exercise Date, whichever is lower, or such other price as designated by the Administrator in its sole discretion.

4.3 Purchase of Shares.

(a)On the applicable Exercise Date for an Offering Period, each Participant shall automatically and without any action on such Participant’s part be deemed to have exercised Participant’s Purchase Right to purchase at the applicable Purchase Price the largest number of whole Shares which can be purchased with the amount in the Participant’s Plan Account. Unless otherwise determined by the Administrator, any balance less than the Purchase Price per Share as of such Exercise Date shall be carried forward to the next Offering Period, unless the Participant has elected to withdraw from the Plan pursuant to Section 6.1 hereof or, pursuant to Section 6.2 hereof, such Participant has ceased to be an Eligible Person. Any balance not carried forward to the next Offering Period in accordance with the prior sentence promptly shall be refunded to the applicable Participant.

(b)Following the applicable Exercise Date, and in no event later than March 15th of the calendar year immediately following the calendar year in which such Exercise Date occurs, the number of Shares purchased by such Participant pursuant to Section 4.3(a) hereof shall be delivered (either in share certificate or book entry form), pursuant to Section 5.2 hereof, in the Company’s sole discretion, to either (i) the Participant or (ii) an account established in the Participant’s name at a stock brokerage or other financial services firm designated by the Company (the date of such delivery of Shares, the “Delivery Date”); provided, that such Participant continues to be employed by, or provide services to, the Company or a Subsidiary through the Delivery Date.

Exhibit 10.7.7

If the Company is required to obtain from any commission or agency authority to issue any such Shares, the Company shall seek to obtain such authority. Inability of the Company to obtain from any such commission or agency authority that counsel for the Company deems necessary for the lawful issuance of any such shares shall relieve the Company from liability to any Participant except to refund to the Participant such Participant’s Plan Account balance, without interest thereon. For the avoidance of doubt, if a Participant’s employment or service with the Company or a Subsidiary is terminated prior to the applicable Delivery Date, any Shares purchased by such Participant pursuant to Section 4.3(a) hereof that have not yet been delivered pursuant to this Section 4.3(b) shall be immediately forfeited to the Company, and the amount paid by such Participant for such forfeited Shares shall be returned to the Participant in one (1) lump-sum payment in cash within thirty (30) days after such date of termination, without any interest thereon.

4.4 Transferability of Rights.

(a)A Purchase Right granted under the Plan shall not be transferable by the Participant other than by will or the Applicable Laws of descent and distribution. A Purchase Right granted under the Plan shall be exercisable, during the Participant’s lifetime, only by the Participant. No option or interest or right to the Purchase Right shall be available to pay off any debts, contracts or engagements of the Participant or Participant’s successors in interest or shall be subject to disposition by pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempt at disposition of the option shall have no effect.

(b)Unless otherwise determined by the Administrator, there shall be no holding period for the Shares issued pursuant to the exercise of a Purchase Right.

ARTICLE V

PROVISIONS RELATING TO COMMON STOCK

5.1 Common Stock Reserved; Adjustment. The aggregate number of Common Stock that may be issued under the Plan shall be subject to the Share Reserve as set forth in Section 4.1 of the Incentive Plan, subject to adjustment as provided in Section 4.2 of the Incentive Plan. For the avoidance of doubt, the Purchase Rights granted under the Plan shall be issued pursuant to Article IV of the Incentive Plan.

5.2 Delivery of Shares. The Company shall deliver the Shares purchased by Participants under the Plan pursuant to Section 4.3 hereof, in the Company’s sole discretion, by either (i) issuing Shares directly from the Share Reserve, or (ii) purchasing Shares from the applicable established securities exchange, national market system or automated quotation system; provided, that (x) any such purchase of Shares by the Company shall be subject to all applicable federal, state, or foreign securities or other laws, rules and regulations and the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted, or traded, and (y) each such Share purchased by the Company shall automatically reduce the Share Reserve on a Share by Share basis upon delivery to the applicable Participant.

Exhibit 10.7.7

5.3 Discount Price Annual Limit. Notwithstanding anything to the contrary contained herein, if the Administrator determines that, as of the applicable Exercise Date of an Offering Period, the Discount Price (as defined below) of the Offering Periods during any one calendar year, when aggregated together, will exceed $600,000 (the “Discount Price Limit”), the Administrator shall (i) make a pro rata allocation of the maximum number of Shares that may be issued on such Exercise Date that would not trigger the Discount Price Limit, in as uniform a manner as shall be practicable and as it shall determine in its sole discretion to be equitable, among all Participants exercising Purchase Rights to purchase Shares on such Exercise Date, (ii) credit to each such Participant’s Plan Account the aggregate amount deducted from such Participant’s Compensation that accumulated in such Participant’s Plan Account during such Offering Period but was not applied to the purchase of Shares on such Exercise Date pursuant to the foregoing clause (i), and (iii) suspend the Plan pursuant to Section 7.2 hereof for the remainder of such calendar year; provided, that such suspension shall automatically expire at the end of such calendar year. The “Discount Price” for each Offering Period shall be determined as follows: (x) the Fair Market Value, as of the applicable Exercise Date, of the aggregate number of Shares with respect to which Purchase Rights are to be exercised during such Offering Period, minus (y) the Purchase Price of the aggregate number of Shares with respect to which Purchase Rights are to be exercised during such Offering Period.

5.4 Insufficient Shares. If the Administrator determines that, on the applicable Exercise Date of an Offering Period, the number of Shares with respect to which Purchase Rights are to be exercised may exceed the Share Reserve or violate Section 5.3 hereof on such Exercise Date, the Administrator shall (i) make a pro rata allocation of the Shares available for issuance on such Exercise Date, in as uniform a manner as shall be practicable and as it shall determine in its sole discretion to be equitable, among all Participants exercising Purchase Rights to purchase Shares on such Exercise Date, and (ii) unless additional shares are added to the Share Reserve, no further Offering Periods shall take place and the Plan shall terminate pursuant to Section 7.2 hereof. If the Plan is so terminated, then the balance of the amount credited to the Participant’s Plan Account which has not been applied to the purchase of Shares shall be paid to such Participant in one lump sum in cash within thirty (30) days after such Exercise Date, without any interest thereon.

5.5 Rights as Stockholders. With respect to Shares subject to a Purchase Right, a Participant shall not be deemed to be a stockholder of the Company and shall not have any of the rights or privileges of a stockholder. A Participant shall have the rights and privileges of a stockholder of the Company when, but not until, Shares have been deposited in the designated brokerage account following exercise of Participant’s Purchase Right.

ARTICLE VI

TERMINATION OF PARTICIPATION

6.1 Cessation of Contributions; Voluntary Withdrawal.

(a) A Participant may cease deducting Compensation during an Offering Period and elect to withdraw from the Plan by delivering written notice of such election to the Company in such form and at such time prior to the Exercise Date for such Offering Period as may be established by the Administrator (a “Withdrawal Election”). Unless otherwise determined by the Administrator, a Participant electing to withdraw from the Plan shall exercise the Purchase

Exhibit 10.7.7

Right for the maximum number of whole Shares on the applicable Exercise Date with any remaining Plan Account balance returned to the Participant in one (1) lump-sum payment in cash within thirty (30) days after such Exercise Date, without any interest thereon, and after such Exercise Date cease to participate in the Plan. Upon receipt of a Withdrawal Election, the Participant’s payroll deduction authorization, or other form authorized by the Administrator, and Participant’s Purchase Right to purchase under the Plan shall terminate.

(b)Unless otherwise determined by the Administrator, a Participant’s withdrawal from the Plan shall not have any effect upon Participant’s eligibility to participate in any similar plan which may hereafter be adopted by the Company or in succeeding Offering Periods which commence after the termination of the Offering Period from which the Participant withdraws.

(c)Unless otherwise determined by the Administrator, a Participant who ceases contributions to the Plan during any Offering Period shall not be permitted to resume contributions to the Plan during that Offering Period.

6.2 Termination of Eligibility. Upon a Participant’s ceasing to be an Eligible Person, for any reason, such Participant’s Purchase Right for the applicable Offering Period shall automatically terminate, Participant shall be deemed to have elected to withdraw from the Plan, and such Participant’s Plan Account shall be paid to such Participant or, in the case of Participant’s death, to the person or persons entitled thereto pursuant to Applicable Law, within thirty (30) days after such cessation of being an Eligible Person, without any interest thereon.

ARTICLE VII

GENERAL PROVISIONS

7.1 Administration. Subject in all respects to Article III of the Incentive Plan, the Plan shall be administered and interpreted by the Committee, and the Administrator shall have the power, subject to, and within the limitations of, the express provisions of the Plan:

(i)To establish Offering Periods;

(ii)To determine when and how Purchase Rights shall be granted and the provisions and terms of each Offering Period (which need not be identical);

(iii)To determine the Eligible Persons; and

(iv)To construe and interpret the Plan, the terms of any Offering Period and the terms of the Purchase Rights and to adopt such rules for the administration, interpretation, and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. The Administrator, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, any Offering Period or any Purchase Right, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effect.

7.2 Amendment and Termination of the Plan.

(a) Subject in all respects to Article XII of the Incentive Plan, the Board may, in its sole discretion, amend, suspend or terminate the Plan at any time and from time to time without the approval of the stockholders of the Company.

Exhibit 10.7.7

(b) In the event the Administrator determines that the ongoing operation of the Plan may result in unfavorable financial accounting consequences, the Administrator may, in its discretion and, to the extent necessary or desirable, modify or amend the Plan to reduce or eliminate such accounting consequence including, but not limited to:

(i)altering the Purchase Price for any Offering Period including an Offering Period underway at the time of the change in Purchase Price;

(ii)shortening any Offering Period so that the Offering Period ends on a new Exercise Date, including an Offering Period underway at the time of the Administrator action; and

(iii)allocating Shares.

Such modifications or amendments shall not require the consent of any Participant.

(c) Upon termination of the Plan, the balance in each Participant’s Plan Account shall be refunded as soon as practicable after such termination, without any interest thereon.

* * * * *

Document

Exhibit 21.1

Subsidiaries of Townsquare Media, Inc.


Exact Name of Subsidiaries of Registrant			Jurisdiction of Incorporation or Organization
Townsquare Live Events International, LLC			Delaware
Townsquare Next, LLC			Delaware
Townsquare Live Productions, LLC			Delaware
Townsquare Interactive, LLC			Delaware
Townsquare MMN, LLC			Delaware
Townsquare Commerce, LLC			Delaware
Townsquare Finance, LLC			Delaware
Townsquare Management Company, LLC			Delaware
Townsquare Radio Holdings, LLC			Delaware
Townsquare Radio, LLC			Delaware
Zader Acquisition Company, LLC			Delaware
Townsquare Media Battle Creek, LLC			Delaware
Townsquare Media Battle Creek License, LLC			Delaware
Townsquare Media Cedar Rapids, LLC			Delaware
Townsquare Media Cedar Rapids License, LLC			Delaware
Townsquare Media Danbury, LLC			Delaware
Townsquare Media Danbury License, LLC			Delaware
Townsquare Media Faribault, LLC			Delaware
Townsquare Media Faribault License, LLC			Delaware
Townsquare Media Kalamazoo, LLC			Delaware
Townsquare Media Kalamazoo License, LLC			Delaware
Townsquare Media Lansing, LLC			Delaware
Townsquare Media Lansing License, LLC			Delaware
Townsquare Media Portland, LLC			Delaware
Townsquare Media Portland License, LLC			Delaware
Townsquare Media Portsmouth, LLC			Delaware
Townsquare Media Portsmouth License, LLC			Delaware
Townsquare Media Quad Cities, LLC			Delaware
Townsquare Media Quad Cities License, LLC			Delaware
Townsquare Media Rochester, LLC			Delaware
Townsquare Media Rochester License, LLC			Delaware
Townsquare Media Rockford, LLC			Delaware
Townsquare Media Rockford License, LLC			Delaware
Townsquare Media Waterloo, LLC			Delaware
Townsquare Media Waterloo License, LLC			Delaware
Lyla Acquisition Company, LLC			Delaware
Lyla Intermediate Holding, LLC			Delaware
Townsquare Media Boise, LLC			Delaware
Townsquare Media Boise License, LLC			Delaware
Townsquare Media Poughkeepsie, LLC			Delaware
Townsquare Media Poughkeepsie License, LLC			Delaware
Townsquare Media Dubuque, LLC			Delaware
Townsquare Media Dubuque License, LLC			Delaware


Townsquare Media Pittsfield, LLC			Delaware
Townsquare Media Pittsfield License, LLC			Delaware
Berkshire Broadcasting, Inc.			Delaware
Townsquare Radio, Inc.			Delaware
Townsquare Media 2010, Inc.			Delaware
Regent Licensee of South Carolina, Inc			Delaware
Regent Licensee of San Diego, Inc			Delaware
Regent Licensee of Lexington, Inc.			Delaware
Regent Licensee of Watertown, Inc			Delaware
Regent Licensee of Kingman, Inc.			Delaware
Regent Licensee of Palmdale, Inc.			Delaware
Regent Licensee of Flagstaff, Inc.			Delaware
Regent Licensee of Lake Tahoe, Inc.			Delaware
Regent Licensee of Chico, Inc.			Delaware
Regent Licensee of Redding, Inc.			Delaware
Regent Licensee of Erie, Inc.			Delaware
Special Events Management, LLC			Delaware
Townsquare Media Broadcasting, LLC			Delaware
Townsquare Media of Midwest, LLC			Delaware
Townsquare Media of Evansville/Owensboro, Inc.			Delaware
Townsquare Media of Flint, Inc.			Delaware
Townsquare Media of Albany and Lafayette, Inc.			Delaware
Townsquare Media Licensee of Albany and Lafayette, Inc.			Delaware
Townsquare Media of Albany, Inc.			Delaware
Townsquare Media of Lafayette, LLC			Delaware
Townsquare Media of Buffalo, Inc.			Delaware
Townsquare Media of El Paso, Inc.			Delaware
Townsquare Media of Ft. Collins, Inc.			Delaware
Townsquare Media of Utica/Rome, Inc.			Delaware
Townsquare Media Licensee of Utica/Rome, Inc.			Delaware
Townsquare Media of St. Cloud, Inc.			Delaware
Townsquare Media Licensee of St. Cloud, Inc.			Delaware
Townsquare Media of Ft. Collins and Grand Rapids, LLC			California
Townsquare Media of Presque Isle, Inc.			Delaware
Townsquare Media Licensee of Peoria, Inc.			Delaware
Townsquare Media of Presque Isle Licensee, LLC			Delaware
Townsquare Media of Grand Rapids, Inc			Delaware
Townsquare Media of Killeen-Temple, Inc.			Delaware
Townsquare Media of Killeen-Temple Licensee, LLC			Delaware
Townsquare Media West Central Holdings, LLC			Delaware
Townsquare Media West Central Intermediate Holdings, LLC			Delaware
Townsquare Media West Central Radio Broadcasting, LLC			Delaware
Townsquare Media Abilene, LLC			Delaware
Townsquare Media Abilene License, LLC			Delaware
Townsquare Media Amarillo, LLC			Delaware
Townsquare Media Amarillo License, LLC			Delaware


Townsquare Media Lake Charles, LLC			Delaware
Townsquare Media Lake Charles License, LLC			Delaware
Townsquare Media Lawton, LLC			Delaware
Townsquare Media Lawton License, LLC			Delaware
Townsquare Media Lubbock, LLC			Delaware
Townsquare Media Lubbock License, LLC			Delaware
Townsquare Media Lufkin, LLC			Delaware
Townsquare Media Lufkin License, LLC			Delaware
GAP Broadcasting Midland-Odessa, LLC			Delaware
GAP Broadcasting Midland-Odessa License, LLC			Delaware
Townsquare Media Shreveport, LLC			Delaware
Townsquare Media Shreveport License, LLC			Delaware
Townsquare Media Texarkana, LLC			Delaware
Townsquare Media Texarkana License, LLC			Delaware
Townsquare Media Tyler, LLC			Delaware
Townsquare Media Tyler License, LLC			Delaware
Townsquare Media Victoria, LLC			Delaware
Townsquare Media Victoria License, LLC			Delaware
Townsquare Media Wichita Falls, LLC			Delaware
Townsquare Media Wichita Falls License, LLC			Delaware
Townsquare Media Billings, LLC			Delaware
Townsquare Media Billings License, LLC			Delaware
Townsquare Media Bozeman, LLC			Delaware
Townsquare Media Bozeman License, LLC			Delaware
GAP Broadcasting Burlington, LLC			Delaware
GAP Broadcasting Burlington License, LLC			Delaware
Townsquare Media Casper, LLC			Delaware
Townsquare Media Casper License, LLC			Delaware
Townsquare Media Cheyenne, LLC			Delaware
Townsquare Media Cheyenne License, LLC			Delaware
Townsquare Media Duluth, LLC			Delaware
Townsquare Media Duluth License, LLC			Delaware
Townsquare Media Laramie, LLC			Delaware
Townsquare Media Laramie License, LLC			Delaware
Townsquare Media Missoula, LLC			Delaware
Townsquare Media Missoula License, LLC			Delaware
Townsquare Media Pocatello, LLC			Delaware
Townsquare Media Pocatello License, LLC			Delaware
Townsquare Media Shelby, LLC			Delaware
Townsquare Media Shelby License, LLC			Delaware
Townsquare Media Tri-Cities, LLC			Delaware
Townsquare Media Tri-Cities License, LLC			Delaware
Townsquare Media Twin Falls, LLC			Delaware
Townsquare Media Twin Falls License, LLC			Delaware
Townsquare Media Yakima, LLC			Delaware
Townsquare Media Yakima License, LLC			Delaware


Townsquare Media Acquisition III, LLC			Delaware
Townsquare Media Oneonta, LLC			Delaware
Townsquare Media Oneonta License, LLC			Delaware
Townsquare Media Quincy-Hannibal, LLC			Delaware
Townsquare Media Quincy-Hannibal License, LLC			Delaware
Townsquare Media Sedalia, LLC			Delaware
Townsquare Media Sedalia License, LLC			Delaware
Townsquare Media San Angelo, LLC			Delaware
Townsquare Media San Angelo License, LLC			Delaware
Townsquare Media Odessa-Midland, LLC			Delaware
Townsquare Media Odessa-Midland License, LLC			Delaware
Townsquare Media Acquisition IV, LLC			Delaware
Townsquare New Jersey Holdco, LLC			Delaware
Millennium Atlantic City II Holdco, LLC			Delaware
Townsquare Media Atlantic City II, LLC			Delaware
Townsquare Media Atlantic City II License, LLC			Delaware
Townsquare Media Trenton, LLC			Delaware
Townsquare Media Trenton License, LLC			Delaware
Townsquare Media Atlantic City, LLC			Delaware
Townsquare Media Atlantic City License, LLC			Delaware
Townsquare Media Monmouth-Ocean, LLC			Delaware
Townsquare Media Monmouth-Ocean License, LLC			Delaware
Townsquare Media Atlantic City III Holdco, LLC			Delaware
Townsquare Media Atlantic City III, LLC			Delaware
Townsquare Media Atlantic City III License, LLC			Delaware
Bryton Acquisition Company, LLC			Delaware
Townsquare Media Augusta/Waterville, LLC			Delaware
Townsquare Media Augusta/Waterville License, LLC			Delaware
Townsquare Media Bangor, LLC			Delaware
Townsquare Media Bangor License, LLC			Delaware
Townsquare Media Binghamton, LLC			Delaware
Townsquare Media Binghamton License, LLC			Delaware
Townsquare Media Bismarck, LLC			Delaware
Townsquare Media Bismarck License, LLC			Delaware
Townsquare Media Grand Junction, LLC			Delaware
Townsquare Media Grand Junction License, LLC			Delaware
Townsquare Media New Bedford, LLC			Delaware
Townsquare Media New Bedford License, LLC			Delaware
Townsquare Media Odessa-Midland II, LLC			Delaware
Townsquare Media Odessa-Midland II License, LLC			Delaware
Townsquare Media Sioux Falls, LLC			Delaware
Townsquare Media Sioux Falls License, LLC			Delaware
Townsquare Media Tuscaloosa, LLC			Delaware
Townsquare Media Tuscaloosa License, LLC			Delaware
Townsquare Live Events, LLC			Delaware
Townsquare Expos, LLC			Delaware


Townsquare Expos II, LLC			Delaware
Townsquare Live Events Colorado, LLC			Delaware
Townsquare Live Events Montana, LLC			Delaware
Townsquare Lifestyle Events, LLC			Delaware
Townsquare Food and Wine, LLC			Delaware
Taste of Country Productions, LLC			Delaware
Townsquare Live Events Minnesota, LLC			Delaware
Townsquare Beverage, LLC			Delaware
Townsquare Live Events Texas, LLC			Delaware
Townsquare Live Events Wisconsin, LLC			Delaware
Townsquare Experiential, LLC			Delaware
Townsquare Active Events, LLC			Delaware
Townsquare Registration, LLC			Delaware
Townsquare Active Treasury, LLC			Delaware
Townsquare Live Events Philadelphia, Inc.			Pennsylvania
Townsquare License, LLC			Delaware

Document

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

Townsquare Media, Inc.

Purchase, New York

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-205366) of Townsquare Media, Inc. of our reports dated March 16, 2022, relating to the consolidated financial statements and schedule, and the effectiveness of Townsquare Media, Inc.’s internal control over financial reporting, which appear in this Annual Report on Form 10-K.

/s/ BDO USA, LLP

New York, New York

March 16, 2022

Document

Exhibit 31.1

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF

THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Stuart Rosenstein, certify that:

1.I have reviewed this Annual Report on Form 10-K of Townsquare Media, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Dated: March 16, 2022	By:	/s/ Stuart Rosenstein
		Name: Stuart Rosenstein
		Title: Executive Vice President and Chief Financial Officer

Document

Exhibit 31.2

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF

THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Bill Wilson, certify that:

1.I have reviewed this Annual Report on Form 10-K of Townsquare Media, Inc.;

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Dated: March 16, 2022	By:	/s/ Bill Wilson
		Name: Bill Wilson
		Title: Chief Executive Officer

Document

Exhibit 32.1

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of Townsquare Media, Inc. (the “Company”) for the year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stuart Rosenstein, as Executive Vice President and Chief Financial Officer of Townsquare Media, Inc., hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge: the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Townsquare Media, Inc.


Dated: March 16, 2022						/s/ Stuart Rosenstein
						Name: Stuart Rosenstein
						Title: Executive Vice President and Chief Financial Officer

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of Townsquare Media, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Document

Exhibit 32.2

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of Townsquare Media, Inc. (the "Company") for the year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bill Wilson, as Chief Executive Officer of Townsquare Media, Inc., hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge: the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Dated: March 16, 2022						/s/ Bill Wilson
						Name: Bill Wilson
						Title: Chief Executive Officer