PART I FINANCIAL INFORMATION [Item 1. Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20%28Unaudited%29) Presents Townsquare Media's unaudited consolidated financial statements and accompanying notes for the periods ended September 30, 2020, and December 31, 2019 [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) Presents the company's financial position, including assets, liabilities, and equity, as of September 30, 2020, and December 31, 2019 | Metric (in Thousands) | Sep 30, 2020 | Dec 31, 2019 | | :-------------------- | :----------- | :----------- | | Total Assets | $757,167 | $880,399 | | Total Liabilities | $661,422 | $697,963 | | Total Stockholders' Equity | $95,745 | $182,436 | - Cash and cash equivalents decreased from **$84.7 million** at December 31, 2019, to **$79.1 million** at September 30, 2020. Accounts receivable, net, also saw a significant decrease from **$67.5 million** to **$54.2 million**[10](index=10&type=chunk) [Consolidated Statements of Operations](index=6&type=section&id=Consolidated%20Statements%20of%20Operations) Details the company's revenues, expenses, and net income or loss for the three and nine months ended September 30, 2020 and 2019 | Metric (in Thousands) | 3 Months Ended Sep 30, 2020 | 3 Months Ended Sep 30, 2019 | 9 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2019 | | :-------------------- | :---------------------------- | :---------------------------- | :---------------------------- | :---------------------------- | | Net Revenue | $95,356 | $112,561 | $262,844 | $319,331 | | Operating Income (Loss) | $9,535 | $20,183 | $(96,231) | $54,289 | | Net Income (Loss) | $1,311 | $7,268 | $(85,088) | $12,625 | | Basic EPS (Continuing Operations) | $0.03 | $0.29 | $(4.68) | $0.70 | - The company experienced a significant decline in net income and operating income for both the three and nine months ended September 30, 2020, primarily due to the impact of the COVID-19 pandemic and substantial impairment charges[13](index=13&type=chunk) [Consolidated Statements of Stockholders' Equity](index=7&type=section&id=Consolidated%20Statements%20of%20Stockholders%27%20Equity) Outlines changes in stockholders' equity, including accumulated deficit, for the periods ended September 30, 2020, and December 31, 2019 | Metric (in Thousands) | Sep 30, 2020 | Dec 31, 2019 | | :-------------------- | :----------- | :----------- | | Total Stockholders' Equity | $95,745 | $182,436 | | Accumulated Deficit | $(276,669) | $(188,034) | - The accumulated deficit significantly increased from **$(188.0) million** at January 1, 2020, to **$(276.7) million** at September 30, 2020, reflecting net losses during the period[15](index=15&type=chunk) [Consolidated Statements of Cash Flows](index=9&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Presents the cash inflows and outflows from operating, investing, and financing activities for the nine months ended September 30, 2020 and 2019 | Metric (in Thousands) | 9 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2019 | | :-------------------- | :---------------------------- | :---------------------------- | | Net Cash Provided by Operating Activities | $23,448 | $25,403 | | Net Cash Used in Investing Activities | $(10,129) | $(3,850) | | Net Cash Used in Financing Activities | $(18,874) | $(7,877) | | Net (Decrease) Increase in Cash and Cash Equivalents and Restricted Cash | $(5,555) | $13,676 | - Net cash provided by operating activities slightly decreased, while net cash used in investing and financing activities significantly increased in 2020 compared to 2019, leading to a net decrease in cash and cash equivalents[20](index=20&type=chunk) [Notes to Unaudited Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Financial%20Statements) Provides detailed disclosures on accounting policies, revenue recognition, acquisitions, debt, and segment performance, supporting the unaudited financial statements [Note 1. Organization and Basis of Presentation](index=11&type=section&id=Note%201.%20Organization%20and%20Basis%20of%20Presentation) Describes the company's business, operational focus, and the significant impact of the COVID-19 pandemic on its financial performance and strategic responses - Townsquare Media, Inc. is a radio, digital media, entertainment, and digital marketing solutions company focused on local advertising in small and mid-sized U.S. markets, operating 321 radio stations, over 330 local websites, a digital marketing solutions company (Townsquare Interactive), a programmatic advertising platform (Townsquare Ignite), and local live events[24](index=24&type=chunk) - The COVID-19 pandemic significantly impacted operations, leading to advertising cancellations, declines in new advertising purchases, cancellation of live events, and impairment charges on FCC licenses[24](index=24&type=chunk) - The company implemented cost-cutting measures including reducing non-essential capital expenditures, workforce reductions (approx. **135 full-time employees**), wage reduction efforts, and ceasing quarterly cash dividends after May 15, 2020[25](index=25&type=chunk) [Note 2. Summary of Significant Accounting Policies](index=12&type=section&id=Note%202.%20Summary%20of%20Significant%20Accounting%20Policies) Outlines the company's adoption of new accounting standards and its assessment of the impact of recently issued standards on its financial statements - The company adopted ASU 2018-15 (Internal-Use Software) and ASU No. 2018-13 (Fair Value Measurements) effective January 1, 2020, neither of which had a material impact on its financial statements[32](index=32&type=chunk)[33](index=33&type=chunk) - The company is assessing the impact of recently issued standards, including ASU 2020-04 (Reference Rate Reform), ASU 2020-01 (Investments-Equity Securities), ASU 2019-12 (Income Taxes), and ASU 2016-13 (Credit Losses), with adoption of ASU 2016-13 expected in Q1 2023[34](index=34&type=chunk)[35](index=35&type=chunk)[36](index=36&type=chunk)[37](index=37&type=chunk) [Note 3. Revenue Recognition](index=13&type=section&id=Note%203.%20Revenue%20Recognition) Details the disaggregation of net revenue by segment and provides insights into changes in revenue streams, receivables, and bad debt expense | Revenue Segment (in Thousands) | 3 Months Ended Sep 30, 2020 | 3 Months Ended Sep 30, 2019 | 9 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2019 | | :----------------------------- | :---------------------------- | :---------------------------- | :---------------------------- | :---------------------------- | | Townsquare Advertising | $77,109 | $93,086 | $208,780 | $258,884 | | Townsquare Interactive | $18,181 | $15,880 | $51,595 | $45,376 | | Live Events | $66 | $3,595 | $2,469 | $15,071 | | Total Net Revenue | $95,356 | $112,561 | $262,844 | $319,331 | - Revenue is disaggregated into Advertising, Townsquare Interactive, and Live Events. Advertising and Live Events saw significant declines in 2020, while Townsquare Interactive continued its growth. Political advertising revenue was **$4.45 million** for Q3 2020, up from **$0.63 million** in Q3 2019[38](index=38&type=chunk)[40](index=40&type=chunk)[42](index=42&type=chunk) | Metric (in Thousands) | Sep 30, 2020 | Dec 31, 2019 | | :-------------------- | :----------- | :----------- | | Receivables | $54,235 | $67,463 | | Short-term contract liabilities (deferred revenue) | $9,169 | $8,086 | | Contract Acquisition Costs | $4,704 | $4,037 | - Bad debt expense increased to **$1.2 million** for Q3 2020 and **$3.5 million** for the nine months ended September 30, 2020, compared to **$0.6 million** and **$1.6 million** for the respective periods in 2019[49](index=49&type=chunk) [Note 4. Acquisitions, Divestitures & Discontinued Operations](index=17&type=section&id=Note%204.%20Acquisitions%2C%20Divestitures%20%26%20Discontinued%20Operations) Summarizes the company's radio station acquisition and the divestiture of its music festivals and Arizona Bridal Shows businesses, including related gains and liabilities - In May 2019, the Company acquired a radio broadcast station in Tuscaloosa, AL for **$0.7 million**[55](index=55&type=chunk) - The company exited its music festivals business in Q1 2019, selling it to Live Nation for **$10.0 million**, resulting in a net gain of **$0.2 million** (Q3 2019) and **$0.6 million** (9M 2019) from discontinued operations[56](index=56&type=chunk) - The Arizona Bridal Shows business was sold in March 2019 for **$2.0 million**, realizing a gain of **$1.4 million**[57](index=57&type=chunk) | Discontinued Operations Liabilities (in Thousands) | Sep 30, 2020 | Dec 31, 2019 | | :----------------------------------------------- | :----------- | :----------- | | Accounts payable | $1 | $31 | | Accrued expenses and other current liabilities | $32 | $392 | | Total Current Liabilities of Discontinued Operations | $33 | $423 | [Note 5. Property and Equipment, net](index=18&type=section&id=Note%205.%20Property%20and%20Equipment%2C%20net) Presents the net carrying amount of property and equipment, along with associated depreciation, amortization, and impairment charges for the periods presented | Property and Equipment (in Thousands) | Sep 30, 2020 | Dec 31, 2019 | | :------------------------------------ | :----------- | :----------- | | Total property and equipment, gross | $255,119 | $243,162 | | Less accumulated depreciation and amortization | $(142,805) | $(129,020) | | Total property and equipment, net | $112,314 | $114,142 | - Depreciation and amortization expense for property and equipment was **$5.0 million** (Q3 2020) and **$14.6 million** (9M 2020), down from **$6.9 million** (Q3 2019) and **$19.4 million** (9M 2019)[61](index=61&type=chunk) - The Company recorded **$0.6 million** in non-cash impairment charges related to the disposal of long-lived assets in the Live Events business for Q3 2020, and **$1.2 million** for 9M 2020 related to assets in San Angelo, TX and Live Events[61](index=61&type=chunk) [Note 6. Lease Commitments](index=18&type=section&id=Note%206.%20Lease%20Commitments) Describes the company's lease agreements for facilities, land, radio towers, and equipment, and details an impairment charge on a right-of-use asset - The company's lease agreements are primarily for facilities, land, radio towers, and equipment, mostly operating leases with renewal options through 2088[62](index=62&type=chunk) - A **$0.7 million** impairment charge was recognized on operating lease right-of-use assets for a Princeton, NJ facility due to operations consolidation in Q3 2020[63](index=63&type=chunk) [Note 7. Goodwill and Other Intangible Assets](index=19&type=section&id=Note%207.%20Goodwill%20and%20Other%20Intangible%20Assets) Discusses the company's indefinite-lived assets, including FCC licenses and goodwill, and details significant impairment charges recognized due to the COVID-19 pandemic - Indefinite-lived assets include FCC broadcast licenses and goodwill. The company performed quantitative impairment assessments for reporting units as of March 31, 2020, due to COVID-19, finding fair values exceeded carrying amounts for National Digital, Townsquare Ignite, Analytical Services, Townsquare Interactive, and Live Events[64](index=64&type=chunk) | Goodwill by Segment (in Thousands) | Sep 30, 2020 | | :--------------------------------- | :----------- | | Townsquare Advertising | $76,964 | | Townsquare Interactive | $77,000 | | Live Events | $3,983 | | Total Goodwill | $157,947 | - Impairment charges of **$28.7 million** (Q2 2020) and **$78.4 million** (Q1 2020) were incurred for FCC licenses in 35 and 46 local markets, respectively, primarily due to declines in forecasted broadcast revenue and increased weighted average cost of capital driven by COVID-19[69](index=69&type=chunk) | Intangible Assets (in Thousands) | Sep 30, 2020 Net Carrying Amount | Dec 31, 2019 Net Carrying Amount | | :------------------------------- | :------------------------------- | :------------------------------- | | FCC licenses | $276,652 | $383,738 | | Customer and advertising relationships | $1,910 | $2,401 | | Trademarks | $1,588 | $1,716 | | Total | $281,078 | $388,029 | [Note 8. Investments](index=22&type=section&id=Note%208.%20Investments) Details the company's long-term investments in synergistic companies, measured at cost, and new investments made during the nine months ended September 30, 2020 - Long-term investments consist of minority holdings in synergistic companies, measured at cost minus impairment due to unreadily determinable fair values[75](index=75&type=chunk) - During the nine months ended September 30, 2020, the Company made new investments totaling **$2.3 million** in three small businesses and an additional **$0.4 million** in an existing investee. No impairment charges or fair value adjustments were recorded for the periods presented[76](index=76&type=chunk) [Note 9. Long-Term Debt](index=22&type=section&id=Note%209.%20Long-Term%20Debt) Provides details on the company's outstanding debt, including 2023 Notes and Term Loans, and reports on voluntary repurchases and covenant compliance | Debt Outstanding (in Thousands) | Sep 30, 2020 | Dec 31, 2019 | | :------------------------------ | :----------- | :----------- | | 2023 Notes | $273,416 | $278,148 | | Term Loans | $272,381 | $282,332 | | Revolver | $— | $— | | Total Debt (net of deferred finance costs) | $543,079 | $556,640 | - The company voluntarily repurchased **$4.7 million** of its 2023 Notes in May 2020 at a market price below par, recognizing a gain of **$1.2 million**[81](index=81&type=chunk) - The company was in compliance with all covenants under the 2023 Notes indenture and Senior Secured Credit Facility as of September 30, 2020[82](index=82&type=chunk) | Annual Maturities of Long-Term Debt (in Thousands) | Amount | | :------------------------------------------------- | :----- | | 2022 | $272,381 | | 2023 | $273,416 | | Total | $545,797 | [Note 10. Income Taxes](index=23&type=section&id=Note%2010.%20Income%20Taxes) Presents the effective tax rates for the three and nine months ended September 30, 2020 and 2019, and explains the factors influencing the 2020 rate | Period | Effective Tax Rate | | :----- | :----------------- | | Q3 2020 | 25.6% | | Q3 2019 | 26.4% | | 9M 2020 | 28.0% | | 9M 2019 | 27.2% | - The effective tax rate for 9M 2020 was **28.0%**, compared to the federal statutory rate of **21%**, primarily due to non-deductible items, state and local income taxes, and valuation allowance for deferred tax assets[84](index=84&type=chunk) [Note 11. Stockholders' Equity](index=23&type=section&id=Note%2011.%20Stockholders%27%20Equity) Details the authorized and outstanding shares for each class of common stock and warrants, outlining their respective voting and economic rights | Security Type | Par Value Per Share | Number Authorized | Number Outstanding (Sep 30, 2020) | Voting Rights | | :------------ | :------------------ | :---------------- | :-------------------------------- | :------------ | | Class A Common Stock | $0.01 | 300,000,000 | 14,330,220 | One vote per share | | Class B Common Stock | $0.01 | 50,000,000 | 3,011,634 | Ten votes per share | | Class C Common Stock | $0.01 | 50,000,000 | 1,636,341 | No votes | | Warrants | N/A | N/A | 8,977,676 | N/A | | Total | N/A | 400,000,000 | 27,955,871 | N/A | - All common stock classes and warrants have equal economic rights. Class B shares convert to Class A upon transfer or at holder's option, subject to FCC rules. Warrants are exercisable for Class A common stock at **$0.0001** per share[86](index=86&type=chunk) [Note 12. Net Income (Loss) Per Share](index=25&type=section&id=Note%2012.%20Net%20Income%20%28Loss%29%20Per%20Share) Presents basic and diluted earnings per share for continuing operations for the three and nine months ended September 30, 2020 and 2019 | EPS Metric | 3 Months Ended Sep 30, 2020 | 3 Months Ended Sep 30, 2019 | 9 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2019 | | :--------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Basic EPS (Continuing Operations) | $0.03 | $0.29 | $(4.68) | $0.70 | | Diluted EPS (Continuing Operations) | $0.03 | $0.29 | $(4.68) | $0.70 | - The company uses the two-class method for EPS calculation, considering warrants as participating securities. Stock options and restricted stock were anti-dilutive and excluded from diluted EPS computation for the periods presented[88](index=88&type=chunk)[91](index=91&type=chunk) [Note 13. Segment Reporting](index=26&type=section&id=Note%2013.%20Segment%20Reporting) Provides disaggregated net revenue and operating income (loss) for the company's Advertising, Townsquare Interactive, and Live Events segments - The company operates three reportable segments: Advertising (broadcast and digital advertising), Townsquare Interactive (digital marketing solutions), and Live Events (concerts, expositions)[92](index=92&type=chunk) | Segment Net Revenue (in Thousands) | 3 Months Ended Sep 30, 2020 | 3 Months Ended Sep 30, 2019 | 9 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2019 | | :--------------------------------- | :---------------------------- | :---------------------------- | :---------------------------- | :---------------------------- | | Advertising | $77,109 | $93,086 | $208,780 | $258,884 | | Townsquare Interactive | $18,181 | $15,880 | $51,595 | $45,376 | | Live Events | $66 | $3,595 | $2,469 | $15,071 | | Total Net Revenue | $95,356 | $112,561 | $262,844 | $319,331 | | Segment Operating Income (Loss) (in Thousands) | 3 Months Ended Sep 30, 2020 | 3 Months Ended Sep 30, 2019 | 9 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2019 | | :--------------------------------------------- | :---------------------------- | :---------------------------- | :---------------------------- | :---------------------------- | | Advertising | $14,213 | $26,532 | $(79,086) | $69,608 | | Townsquare Interactive | $5,340 | $4,845 | $14,720 | $13,935 | | Live Events | $(1,082) | $151 | $(895) | $2,716 | | Total Operating Income (Loss) | $9,535 | $20,183 | $(96,231) | $54,289 | [Note 14. Related Party Transactions](index=28&type=section&id=Note%2014.%20Related%20Party%20Transactions) Describes the strategic partnership with a venture studio affiliated with two directors, including the services provided and payments received - The company has a strategic partnership with a venture studio affiliated with two directors, providing professional and administrative services for a monthly fee of **$15,000** and direct expense reimbursement[97](index=97&type=chunk) - Payments received for these services were approximately **$0.01 million** (Q3 2020) and **$0.1 million** (9M 2020)[97](index=97&type=chunk) [Note 15. Subsequent Events](index=28&type=section&id=Note%2015.%20Subsequent%20Events) Reports on the acquisition of a radio broadcast station in Duluth, Minnesota, subsequent to the reporting period - On October 9, 2020, the company acquired a radio broadcast station in Duluth, Minnesota, for **$0.4 million** in cash[98](index=98&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Analyzes the company's financial condition, results of operations, cash flows, and liquidity, including the impact of the COVID-19 pandemic and critical accounting estimates [Note About Forward-Looking Statements](index=28&type=section&id=Note%20About%20Forward-Looking%20Statements) Highlights that the report contains forward-looking statements subject to risks and uncertainties, and past performance is not indicative of future results - The report contains forward-looking statements regarding financial condition, results of operations, and future performance, which are subject to various risks and uncertainties, including the impact of general economic conditions, the COVID-19 pandemic, and competitive technologies[100](index=100&type=chunk)[101](index=101&type=chunk) - Past financial performance should not be relied upon as an indication of future performance, and the company undertakes no obligation to update or revise forward-looking statements except as required by law[101](index=101&type=chunk) [Format of Presentation](index=29&type=section&id=Format%20of%20Presentation) Describes Townsquare Media's business operations, including its radio stations, digital platforms, and live events, and its strategy for revenue maximization - Townsquare Media operates **321 radio stations**, over **330 local websites**, a digital marketing solutions company (Townsquare Interactive), a proprietary digital programmatic advertising platform (Townsquare Ignite), and numerous local live events[102](index=102&type=chunk) - The company's business is segmented into Advertising, Townsquare Interactive, and Live Events, aiming to maximize net revenue by managing advertising inventory, adjusting prices, and broadening its advertiser base across multiple platforms[104](index=104&type=chunk)[109](index=109&type=chunk) [Highlights of Our Financial Performance](index=32&type=section&id=Highlights%20of%20Our%20Financial%20Performance) Summarizes key financial performance metrics, including net revenue and operating income, for the three and nine months ended September 30, 2020 and 2019 | Metric (in Thousands) | 3 Months Ended Sep 30, 2020 | 3 Months Ended Sep 30, 2019 | Change | % Change | | :-------------------- | :---------------------------- | :---------------------------- | :----- | :------- | | Net Revenue | $95,356 | $112,561 | $(17,205) | (15.3)% | | Advertising Net Revenue | $77,109 | $93,086 | $(15,977) | (17.2)% | | Townsquare Interactive Net Revenue | $18,181 | $15,880 | $2,301 | 14.5% | | Live Events Net Revenue | $66 | $3,595 | $(3,529) | (98.2)% | | Operating Income | $9,535 | $20,183 | $(10,648) | (52.8)% | | Metric (in Thousands) | 9 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2019 | Change | % Change | | :-------------------- | :---------------------------- | :---------------------------- | :----- | :------- | | Net Revenue | $262,844 | $319,331 | $(56,487) | (17.7)% | | Advertising Net Revenue | $208,780 | $258,884 | $(50,104) | (19.4)% | | Townsquare Interactive Net Revenue | $51,595 | $45,376 | $6,219 | 13.7% | | Live Events Net Revenue | $2,469 | $15,071 | $(12,602) | (83.6)% | | Operating Income (Loss) | $(96,231) | $54,289 | $(150,520) | ** | - The company experienced a significant operating loss for the nine months ended September 30, 2020, primarily due to a **$56.5 million** decrease in net revenue and **$109.1 million** in total impairment charges, largely attributable to the COVID-19 pandemic[125](index=125&type=chunk) [Consolidated Results of Operations (Three months ended September 30, 2020 compared to three months ended September 30, 2019)](index=35&type=section&id=Consolidated%20Results%20of%20Operations%20%28Three%20months%20ended%20September%2030%2C%202020%20compared%20to%20three%20months%20ended%20September%2030%2C%202019%29) Analyzes the company's financial performance for Q3 2020 versus Q3 2019, highlighting changes in net revenue, operating expenses, and net income | Metric (in Thousands) | Q3 2020 | Q3 2019 | $ Change | % Change | | :-------------------- | :------ | :------ | :------- | :------- | | Net Revenue | $95,356 | $112,561 | $(17,205) | (15.3)% | | Direct Operating Expenses | $71,088 | $77,239 | $(6,151) | (8.0)% | | Operating Income | $9,535 | $20,183 | $(10,648) | (52.8)% | | Net Income | $1,311 | $7,268 | $(5,957) | (82.0)% | - Net revenue decreased by **15.3%** due to advertising cancellations and declines in new advertising purchases, and a **98.2%** decrease in Live Events revenue, both primarily caused by the COVID-19 pandemic. Townsquare Interactive revenue increased by **14.5%**[128](index=128&type=chunk) - Operating income decreased by **52.8%**, influenced by lower net revenue, partially offset by a decrease in direct operating expenses (**8.0%**) due to lower compensation and reduced live event expenses[126](index=126&type=chunk)[129](index=129&type=chunk) [Consolidated Results of Operations (Nine Months Ended September 30, 2020 compared to Nine Months Ended September 30, 2019)](index=39&type=section&id=Consolidated%20Results%20of%20Operations%20%28Nine%20Months%20Ended%20September%2030%2C%202020%20compared%20to%20Nine%20Months%20Ended%20September%2030%2C%202019%29) Analyzes the company's financial performance for 9M 2020 versus 9M 2019, focusing on net revenue, operating expenses, and the significant impact of impairment charges | Metric (in Thousands) | 9M 2020 | 9M 2019 | $ Change | % Change | | :-------------------- | :------ | :------ | :------- | :------- | | Net Revenue | $262,844 | $319,331 | $(56,487) | (17.7)% | | Direct Operating Expenses | $207,046 | $221,597 | $(14,551) | (6.6)% | | Operating (Loss) Income | $(96,231) | $54,289 | $(150,520) | ** | | Net (Loss) Income | $(85,088) | $12,625 | $(97,713) | ** | - Net revenue decreased by **17.7%**, driven by a **19.4%** decline in Advertising and an **83.6%** decline in Live Events revenue due to the COVID-19 pandemic, partially offset by a **13.7%** increase in Townsquare Interactive revenue[143](index=143&type=chunk) - The company reported an operating loss of **$96.2 million**, a significant decrease from operating income of **$54.3 million** in 2019, primarily due to the revenue decline and **$109.1 million** in impairment charges for intangible and long-lived assets[140](index=140&type=chunk)[150](index=150&type=chunk) | Interest Expense, Net (in Thousands) | 9 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2019 | | :----------------------------------- | :---------------------------- | :---------------------------- | | Unsecured Senior Notes | $13,449 | $13,560 | | Term Loans | $9,178 | $11,851 | | Revolver | $351 | $— | | Total Interest Expense, Net | $23,713 | $25,645 | [Supplemental Pro Forma Net Revenue](index=43&type=section&id=Supplemental%20Pro%20Forma%20Net%20Revenue) Presents pro forma net revenue, adjusting for the Arizona Bridal Show divestment, to provide a comparable view of revenue performance | Pro Forma Net Revenue (in Thousands) | 9 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2019 | | :----------------------------------- | :---------------------------- | :---------------------------- | | Townsquare net revenue | $262,844 | $319,331 | | Arizona Bridal Show divestment | $— | $(726) | | Total Pro forma net revenue | $262,844 | $318,605 | - On a pro forma basis (excluding the Arizona Bridal Show divestment), net revenue for the nine months ended September 30, 2020, decreased by **17.5%**, primarily due to COVID-19 impacts on Advertising and Live Events, partially offset by growth in Townsquare Interactive and higher political advertising[157](index=157&type=chunk) [Liquidity and Capital Resources](index=44&type=section&id=Liquidity%20and%20Capital%20Resources) Assesses the company's ability to meet its financial obligations, detailing cash flow activities, financing facilities, and management's outlook on liquidity | Cash Flow Summary (in Thousands) | 9 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2019 | | :------------------------------- | :---------------------------- | :---------------------------- | | Cash provided by operating activities | $23,448 | $25,403 | | Cash used in investing activities | $(10,129) | $(3,850) | | Cash used in financing activities | $(18,874) | $(7,877) | | Net (decrease) increase in cash and cash equivalents and restricted cash | $(5,555) | $13,676 | - The company believes its cash on hand, cash flows, and revolving credit facility will meet working capital, capital expenditures, and debt service needs for at least one year, despite COVID-19 impacts[159](index=159&type=chunk) - As of September 30, 2020, total outstanding indebtedness was **$543.1 million**, with expected debt service requirements of approximately **$28.9 million** over the next twelve months[159](index=159&type=chunk) [COVID-19 Response](index=44&type=section&id=COVID-19%20Response) Details the company's proactive financial and operational measures taken in response to the COVID-19 pandemic, including borrowing, repayment, and cost reductions - The company borrowed **$50.0 million** from its Revolving Credit Facility on March 17, 2020, as a precautionary measure, and repaid the full amount on June 5, 2020, restoring available borrowing capacity[165](index=165&type=chunk) - Implemented immediate actions including significantly reducing non-essential capital expenditures, workforce reductions (approx. **135 full-time employees**), wage reduction efforts, and ceasing quarterly cash dividends[166](index=166&type=chunk) [Operating Activities](index=45&type=section&id=Operating%20Activities) Analyzes the change in net cash provided by operating activities, attributing it to net loss, impairment charges, and deferred taxes - Net cash provided by operating activities decreased to **$23.4 million** for 9M 2020 from **$25.4 million** for 9M 2019, primarily due to net loss in 2020 (including **$109.1 million** impairment charges) and a decrease in net deferred taxes, partially offset by working capital changes[167](index=167&type=chunk) [Investing Activities](index=45&type=section&id=Investing%20Activities) Explains the increase in net cash used in investing activities, primarily due to the absence of cash provided by discontinued operations in 2019 - Net cash used in investing activities increased to **$10.1 million** for 9M 2020 from **$3.9 million** provided in 9M 2019, mainly due to cash provided by discontinued operations in 2019 from the sale of music festivals and bridal shows[168](index=168&type=chunk) [Financing Activities](index=45&type=section&id=Financing%20Activities) Details the increase in net cash used in financing activities, driven by debt payments and voluntary repurchases of 2023 Notes - Net cash used in financing activities increased to **$18.9 million** for 9M 2020 from **$7.9 million** for 9M 2019, driven by a **$9.9 million** excess free cash flow payment on Term Loans and a **$3.6 million** voluntary repurchase of 2023 Notes[169](index=169&type=chunk) [Financing Facilities](index=45&type=section&id=Financing%20Facilities) Provides an overview of the company's debt instruments, including 2023 Unsecured Senior Notes and the Senior Secured Credit Facility [2023 Unsecured Senior Notes](index=45&type=section&id=2023%20Unsecured%20Senior%20Notes) Details the issuance, repurchase, and outstanding principal amount of the 6.5% Unsecured Senior Notes due in 2023, along with covenant compliance - The company issued **$300.0 million** of **6.5%** Unsecured Senior Notes due in 2023. **$4.7 million** of these notes were voluntarily repurchased and canceled in May 2020[171](index=171&type=chunk) - As of September 30, 2020, the aggregate principal amount outstanding was **$273.4 million**, and the company was in compliance with all covenants[175](index=175&type=chunk) [Senior Secured Credit Facility](index=46&type=section&id=Senior%20Secured%20Credit%20Facility) Describes the components of the Senior Secured Credit Facility, including term loans and the revolving credit facility, and details borrowing and repayment activities - The facility includes a **$275.0 million** term loan facility (maturing April 1, 2022) and a **$50.0 million** Revolving Credit Facility (maturing April 1, 2022)[176](index=176&type=chunk)[177](index=177&type=chunk)[179](index=179&type=chunk) - A **$9.9 million** excess free cash flow payment on Term Loans was made on June 15, 2020. The Term Loans had a balance of **$272.4 million** and an interest rate of **4.0%** as of September 30, 2020[178](index=178&type=chunk) - The **$50.0 million** Revolving Credit Facility was fully drawn on March 17, 2020, as a precautionary measure, and fully repaid on June 5, 2020, with no outstanding borrowings as of September 30, 2020[180](index=180&type=chunk) [Off-Balance Sheet Arrangements](index=46&type=section&id=Off-Balance%20Sheet%20Arrangements) States that the company has no material off-balance sheet arrangements or transactions to report - The company has no material off-balance sheet arrangements or transactions[183](index=183&type=chunk) [Critical Accounting Policies and Estimates](index=46&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) Emphasizes the importance of management's estimates and judgments in financial reporting and confirms no material changes to critical accounting policies - Management's estimates and judgments are crucial for financial statements, particularly for fair value of acquired assets/liabilities, impairment testing of intangible and long-lived assets, leasing arrangements, share-based payment expense, and income taxes[184](index=184&type=chunk) - There have been no material changes to the critical accounting policies and estimates as filed in the 2019 Annual Report on Form 10-K[185](index=185&type=chunk) [Recent Accounting Standards](index=47&type=section&id=Recent%20Accounting%20Standards) Refers to Note 2 for a detailed discussion of recent accounting standards updates and their potential impact - For a discussion of accounting standards updates, refer to Note 2, Summary of Significant Accounting Policies, within Item 1 of this report[186](index=186&type=chunk) [Item 4. Controls and Procedures](index=48&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were ineffective as of September 30, 2020, due to material weaknesses in internal control over financial reporting, with ongoing but incomplete remediation efforts [Evaluation of Disclosure Controls and Procedures](index=48&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) States management's conclusion that disclosure controls and procedures were ineffective as of September 30, 2020, due to material weaknesses - Management, including the CEO and CFO, concluded that disclosure controls and procedures were not effective as of September 30, 2020, due to material weaknesses in internal control over financial reporting[188](index=188&type=chunk) [Material Weakness](index=48&type=section&id=Material%20Weakness) Identifies specific material weaknesses in internal control over financial reporting, including issues with entity-level controls and control activities - Identified material weaknesses include not maintaining appropriately designed entity-level controls (impacting control environment, risk assessment, and monitoring) and a lack of adequate selection and development of effective control activities, general controls over technology, and policies/procedures[189](index=189&type=chunk)[192](index=192&type=chunk) [Remediation Plans](index=48&type=section&id=Remediation%20Plans) Outlines ongoing remediation efforts for identified material weaknesses, noting that full remediation was not achieved by the reporting date, but financial statements are fairly presented - Management is actively implementing remediation plans, as outlined in the 2019 Annual Report on Form 10-K, but the material weaknesses were not fully remediated as of September 30, 2020[190](index=190&type=chunk) - Despite the material weaknesses, management believes the Consolidated Financial Statements in this report fairly present the company's financial position and results of operations[191](index=191&type=chunk) [Changes in Internal Control Over Financial Reporting](index=48&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) Confirms no material changes in internal control over financial reporting during the quarter ended September 30, 2020 - There were no changes in internal control over financial reporting during the quarter ended September 30, 2020, that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[192](index=192&type=chunk) [Inherent Limitations on Effectiveness of Controls](index=49&type=section&id=Inherent%20Limitations%20on%20Effectiveness%20of%20Controls) Acknowledges that all control systems have inherent limitations, providing reasonable rather than absolute assurance of achieving control objectives - All control systems have inherent limitations, including human error, circumvention, and faulty judgments, meaning they can only provide reasonable, not absolute, assurance of meeting control objectives[193](index=193&type=chunk) PART II OTHER INFORMATION [Item 1. Legal Proceedings](index=50&type=section&id=Item%201.%20Legal%20Proceedings) No material pending litigation or legal proceedings were terminated or resolved during the period, and routine matters are not expected to materially impact financial position or operations - No current material pending litigation or material legal proceedings were terminated, settled, or resolved during the three and nine months ended September 30, 2020[196](index=196&type=chunk) - The company does not believe the ultimate resolution of routine regulatory proceedings, lawsuits, and claims will have a material adverse effect on its financial position or results of operations[196](index=196&type=chunk) [Item 1A. Risk Factors](index=50&type=section&id=Item%201A.%20Risk%20Factors) Refers to the 2019 Annual Report on Form 10-K for known material risks, noting that other immaterial or unknown risks could also adversely impact future business - Readers should refer to Part I, Item 1A, "Risk Factors," in the 2019 Annual Report on Form 10-K for known material risks[197](index=197&type=chunk) - Other risks not currently considered material, or unknown risks, could materially adversely impact the business, financial condition, and results of operations in a future period[197](index=197&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=50&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no unregistered sales of equity securities or use of proceeds to report for the period - None[198](index=198&type=chunk) [Item 3. Defaults upon Senior Securities](index=50&type=section&id=Item%203.%20Defaults%20upon%20Senior%20Securities) There were no defaults upon senior securities to report for the period - None[198](index=198&type=chunk) [Item 4. Mine Safety Disclosures](index=50&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) There were no mine safety disclosures to report for the period - None[198](index=198&type=chunk) [Item 5. Other Information](index=50&type=section&id=Item%205.%20Other%20Information) There is no other information to report for the period - None[199](index=199&type=chunk) [Item 6. Exhibits](index=50&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications from the Chief Financial Officer and Chief Executive Officer, XBRL instance documents, and taxonomy extension documents - The exhibits include certifications from the CFO and CEO (31.1, 31.2, 32.1, 32.2) and various XBRL documents (101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE, 104)[203](index=203&type=chunk) [SIGNATURES](index=52&type=section&id=SIGNATURES) The report is signed on behalf of Townsquare Media, Inc. by Stuart Rosenstein, Executive Vice President & Chief Financial Officer, on November 9, 2020 - The report was signed by Stuart Rosenstein, Executive Vice President & Chief Financial Officer, on November 9, 2020[206](index=206&type=chunk)

townsquare 1 FORWARD-LOOKING STATEMENTS AND NON-GAAP FINANCIAL MEASURES 2 This presentation contains, and our other communications may contain, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements, written, oral or otherwise made, represent the Company's ...

Townsquare Media, Inc. (NYSE:TSQ) Q2 2020 Earnings Conference Call August 10, 2020 8:00 AM ET Company Participants Claire Yenicay - Executive Vice President Bill Wilson - Chief Executive Officer Stuart Rosenstein - Chief Financial Officer and Executive Vice President Conference Call Participants Michael Kupinski - NOBLE Capital Markets Jim Goss - Barrington Research Operator Good morning and welcome to Townsquare’s Second Quarter Conference Call. As a reminder, today’s call is being recorded and your partic ...

townsquare Investor Presentation August 2020 FORWARD-LOOKING STATEMENTS AND NON-GAAP FINANCIAL MEASURES 2 This presentation contains, and our other communications may contain, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements, written, oral or otherwi ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR 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 ot ...

[EXPLANATORY NOTE](index=3&type=section&id=EXPLANATORY%20NOTE) Townsquare Media extended its Q1 2020 Form 10-Q filing to **June 25, 2020**, due to **COVID-19** disruptions impacting financial and legal workflows - The Company extended its **Q1 2020** Form 10-Q filing deadline to **June 25, 2020**, under SEC conditional regulatory relief[7](index=7&type=chunk) - The extension was due to the **COVID-19** pandemic limiting normal interactions and workflows among accounting, financial, and legal personnel involved in report preparation[7](index=7&type=chunk) [PART I FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20FINANCIAL%20INFORMATION) This section presents the company's unaudited financial statements and management's discussion and analysis for the reporting period [Item 1. Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) Unaudited consolidated financial statements, including balance sheets, operations, equity, and cash flows, are presented with detailed notes [Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019](index=5&type=section&id=Consolidated%20Balance%20Sheets%20as%20of%20March%2031%2C%202020%20and%20December%2031%2C%202019) Total assets decreased by **4% to $845.4 million**, liabilities increased by **3.7% to $724.0 million**, and equity fell **33.5% to $121.3 million**, driven by intangible asset impairment | Metric | March 31, 2020 (in Thousands) | December 31, 2019 (in Thousands) | Change (in Thousands) | % Change | | :-------------------------------- | :----------------------------- | :----------------------------- | :-------------------- | :------- | | Total assets | $845,378 | $880,399 | $(35,021) | -4.0% | | Total liabilities | $724,045 | $697,963 | $26,082 | 3.7% | | Total stockholders' equity | $121,333 | $182,436 | $(61,103) | -33.5% | | Cash and cash equivalents | $135,949 | $84,667 | $51,282 | 60.6% | | Accounts receivable, net | $57,944 | $67,463 | $(9,519) | -14.1% | | Intangible assets, net | $309,374 | $388,029 | $(78,655) | -20.3% | | Long-term debt, less current portion | $562,025 | $546,711 | $15,314 | 2.8% | | Current portion of long-term debt | $44,950 | $9,929 | $35,021 | 352.7% | [Consolidated Statements of Operations for the three months ended March 31, 2020 and 2019](index=7&type=section&id=Consolidated%20Statements%20of%20Operations%20for%20the%20three%20months%20ended%20March%2031%2C%202020%20and%202019) The company reported a significant net loss of **$59.6 million** for **Q1 2020**, a substantial increase from a **$4.6 million** net loss in **Q1 2019**, primarily driven by a **$79.1 million** impairment charge on intangible and long-lived assets, with net revenue remaining relatively flat at **$93.4 million** | Metric | Three Months Ended March 31, 2020 (in Thousands) | Three Months Ended March 31, 2019 (in Thousands) | Change (in Thousands) | % Change | | :------------------------------------------ | :------------------------------------------ | :------------------------------------------ | :-------------------- | :------- | | Net revenue | $93,433 | $93,682 | $(249) | -0.3% | | Total operating costs and expenses | $165,544 | $81,759 | $83,785 | 102.5% | | Operating (loss) income | $(72,111) | $11,923 | $(84,034) | -704.8% | | Net (loss) income from continuing operations | $(59,577) | $2,384 | $(61,961) | ** | | Net loss | $(59,577) | $(4,578) | $(54,999) | ** | | Impairment of intangible and long-lived assets | $79,060 | $0 | $79,060 | ** | | Basic (loss) income per share (Continuing operations attributable to common shares) | $(3.27) | $0.07 | $(3.34) | ** | | Diluted (loss) income per share (Continuing operations) | $(3.27) | $0.07 | $(3.34) | ** | [Consolidated Statements of Stockholders' Equity for the three months ended March 31, 2020 and 2019](index=9&type=section&id=Consolidated%20Statements%20of%20Stockholders%27%20Equity%20for%20the%20three%20months%20ended%20March%2031%2C%202020%20and%202019) Total stockholders' equity decreased significantly from **$182.4 million** at **January 1, 2020**, to **$121.3 million** at **March 31, 2020**, primarily due to a net loss of **$59.6 million** and dividend declarations | Metric | January 1, 2020 (in Thousands) | March 31, 2020 (in Thousands) | Change (in Thousands) | % Change | | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------- | :------- | | Total stockholders' equity | $182,436 | $121,333 | $(61,103) | -33.5% | | Accumulated Deficit | $(188,034) | $(250,286) | $(62,252) | 33.1% | | Net (loss) income | $(60,154) | $(60,154) | N/A | N/A | | Dividend declared | $(2,098) | $(2,098) | N/A | N/A | [Consolidated Statements of Cash Flows for the three months ended March 31, 2020 and 2019](index=10&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows%20for%20the%20three%20months%20ended%20March%2031%2C%202020%20and%202019) Net cash provided by operating activities increased to **$9.3 million** in **Q1 2020** from **$5.9 million** in **Q1 2019**, while net cash provided by financing activities significantly increased to **$48.0 million** in **Q1 2020**, primarily due to **$50.0 million** in borrowings under the revolving credit facility as a precautionary measure against **COVID-19** | Metric | Three Months Ended March 31, 2020 (in Thousands) | Three Months Ended March 31, 2019 (in Thousands) | Change (in Thousands) | | :------------------------------------------ | :------------------------------------------ | :------------------------------------------ | :-------------------- | | Net cash provided by operating activities | $9,335 | $5,942 | $3,393 | | Net cash used in investing activities | $(6,024) | $(3,183) | $(2,841) | | Net cash provided by (used in) financing activities | $47,971 | $(3,347) | $51,318 | | Net increase (decrease) in cash and cash equivalents and restricted cash | $51,282 | $(588) | $51,870 | | Cash and cash equivalents (End of period) | $135,949 | $59,928 | $76,021 | - Borrowings under the revolving credit facility contributed **$50.0 million** to financing activities in **Q1 2020**[19](index=19&type=chunk) [Notes to Unaudited Consolidated Financial Statements](index=13&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Financial%20Statements) This section provides detailed disclosures and explanations supporting the unaudited consolidated financial statements [Note 1. Organization and Basis of Presentation](index=13&type=section&id=Note%201.%20Organization%20and%20Basis%20of%20Presentation) Townsquare Media, Inc. operates as a radio, digital media, entertainment, and digital marketing solutions company focused on small and mid-sized U.S. markets, with **COVID-19** materially impacting operations, leading to advertising cancellations, live event postponements, a **$79.1 million** impairment charge, and subsequent cost-reduction measures - Townsquare Media operates **321 radio stations**, over **330 local websites**, a digital marketing solutions company (Townsquare Interactive) serving **~19,850 SMBs**, a proprietary digital programmatic advertising platform (Townsquare Ignite), and numerous local live events[24](index=24&type=chunk) - The **COVID-19** pandemic led to significant advertising cancellations, material declines in new advertising purchases, and further impairments to FCC license intangible assets[25](index=25&type=chunk) - The company canceled or postponed a large number of live events scheduled for **2020**[25](index=25&type=chunk) - Immediate actions taken include significantly reducing non-essential capital expenditures, reducing workforce by approximately **135 full-time employees**, instituting wage reduction efforts, temporarily suspending **401k match**, deferring payroll taxes under the **CARES Act**, and ceasing quarterly cash dividends[26](index=26&type=chunk) [Note 2. Summary of Significant Accounting Policies](index=14&type=section&id=Note%202.%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the company's significant accounting policies, noting no material changes since **December 31, 2019**, except for the adoption of **ASU 2018-15** and **ASU 2018-13** effective **January 1, 2020**, neither of which had a material impact, while the company assesses other recently issued standards - Adopted **ASU 2018-15** (Internal-Use Software) and **ASU 2018-13** (Fair Value Measurements) effective **January 1, 2020**, with no material impact on consolidated financial statements[33](index=33&type=chunk)[34](index=34&type=chunk) - Assessing the impact of **ASU 2020-04** (Reference Rate Reform) and **ASU 2019-12** (Income Taxes); **ASU 2020-01** (Equity Securities) is not expected to have a material impact[35](index=35&type=chunk)[36](index=36&type=chunk)[37](index=37&type=chunk) [Note 3. Revenue Recognition](index=15&type=section&id=Note%203.%20Revenue%20Recognition) The company disaggregates revenue by segment (Advertising, Townsquare Interactive, Live Events) and political sources, recognizing revenue as performance obligations are satisfied, with **Q1 2020** net revenue at **$93.4 million**, showing **Townsquare Interactive** growth and significant **Live Events** decline due to **COVID-19** | Segment | Q1 2020 Net Revenue (in Thousands) | Q1 2019 Net Revenue (in Thousands) | Change (in Thousands) | % Change | | :-------------------- | :----------------------------- | :----------------------------- | :-------------------- | :------- | | Advertising | $74,536 | $74,315 | $221 | 0.3% | | Townsquare Interactive | $16,527 | $14,208 | $2,319 | 16.3% | | Live Events | $2,370 | $5,159 | $(2,789) | -54.1% | | Political | $1,328 | $298 | $1,030 | 345.6% | | Total Net Revenue | $93,433 | $93,682 | $(249) | -0.3% | - Revenue from broadcast commercials and digital advertisements is recognized as delivered; digital subscription revenue is recognized ratably over time; live event revenue is recognized as events are conducted[44](index=44&type=chunk)[46](index=46&type=chunk)[47](index=47&type=chunk) | Metric | March 31, 2020 (in Thousands) | December 31, 2019 (in Thousands) | | :-------------------------------- | :----------------------------- | :----------------------------- | | Receivables | $57,944 | $67,463 | | Short-term contract liabilities (deferred revenue) | $8,795 | $8,086 | | Contract Acquisition Costs | $4,186 | $4,037 | [Note 4. Divestitures and Discontinued Operations](index=18&type=section&id=Note%204.%20Divestitures%20and%20Discontinued%20Operations) In **Q1 2019**, the company exited its **Music Festivals** business and sold its **Arizona Bridal Shows**, resulting in a **$10.0 million** impairment charge for **Music Festivals** and a **$1.4 million** gain from the **Bridal Shows** sale, with no net revenues or operating costs from discontinued operations in **Q1 2020** - Exited **Music Festivals** business (sold **May 2019** for **$10.0 million**) and **Arizona Bridal Shows** (sold **March 2019** for **$2.0 million**)[54](index=54&type=chunk)[55](index=55&type=chunk) - **Q1 2019** included a **$10.0 million** impairment charge against **Music Festivals** assets and a **$1.4 million** gain from the **Arizona Bridal Shows** sale[54](index=54&type=chunk)[55](index=55&type=chunk) | Metric | Three Months Ended March 31, 2020 (in Thousands) | Three Months Ended March 31, 2019 (in Thousands) | | :------------------------------------------ | :------------------------------------------ | :------------------------------------------ | | Net revenue (Discontinued Operations) | $0 | $8 | | Net income (loss) from discontinued operations, net of income taxes | $0 | $(6,962) | [Note 5. Property and Equipment](index=19&type=section&id=Note%205.%20Property%20and%20Equipment) Net property and equipment remained relatively stable at **$114.6 million** as of **March 31, 2020**, with depreciation and amortization expense decreasing to **$5.1 million** in **Q1 2020**, and **$0.6 million** in non-cash impairment charges recorded for long-lived assets | Metric | March 31, 2020 (in Thousands) | December 31, 2019 (in Thousands) | | :-------------------------- | :-------------------------- | :-------------------------- | | Total property and equipment, net | $114,613 | $114,142 | - Depreciation and amortization expense decreased to **$5.1 million** in **Q1 2020** from **$5.8 million** in **Q1 2019**[58](index=58&type=chunk) - Recorded **$0.6 million** in non-cash impairment charges to long-lived assets in **Q1 2020**[58](index=58&type=chunk) [Note 6. Goodwill and Other Intangible Assets](index=20&type=section&id=Note%206.%20Goodwill%20and%20Other%20Intangible%20Assets) The company recognized a significant impairment charge of **$78.4 million** for FCC licenses in **46** of its **67** local markets as of **March 31, 2020**, due to declines in traditional broadcast revenues exacerbated by the **COVID-19** pandemic, though the fair value of all reporting units still exceeded their carrying amounts, and goodwill remained unchanged at **$157.9 million** - Incurred an impairment charge of **$78.4 million** for FCC licenses in **46** of **67** local markets due to declining traditional broadcast revenues, amplified by the **COVID-19** pandemic[61](index=61&type=chunk) - The fair value of all reporting units (National Digital, Townsquare Ignite, AnalyticOwl, Townsquare Interactive, and Live Events) exceeded their respective carrying amounts as of **March 31, 2020**[59](index=59&type=chunk) | Metric | March 31, 2020 (in Thousands) | December 31, 2019 (in Thousands) | Change (in Thousands) | % Change | | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------- | :------- | | FCC licenses | $305,308 | $383,738 | $(78,430) | -20.4% | | Total Intangible Assets, Net | $309,374 | $388,029 | $(78,655) | -20.3% | | Goodwill | $157,947 | $157,947 | $0 | 0.0% | [Note 7. Investments](index=22&type=section&id=Note%207.%20Investments) The company holds minority investments in synergistic companies, accounted for at cost minus impairment, making **$1.4 million** in non-cash investments and an additional **$0.4 million** cash investment in **Q1 2020**, with no impairment charges or upward adjustments recorded in **Q1 2020** or **Q1 2019** - Made **$1.4 million** in non-cash investments in two small businesses and an additional **$0.4 million** investment in an existing investee during **Q1 2020**[66](index=66&type=chunk) - Investments are minority holdings in synergistic companies, measured at cost minus impairment[65](index=65&type=chunk) - No impairment charges or upward adjustments were recorded for investments in **Q1 2020** or **Q1 2019**[67](index=67&type=chunk) [Note 8. Long-Term Debt](index=22&type=section&id=Note%208.%20Long-Term%20Debt) Total debt outstanding increased to **$607.0 million** at **March 31, 2020**, from **$556.6 million** at **December 31, 2019**, primarily due to a **$50.0 million** borrowing under the Revolving Credit Facility as a precautionary measure against **COVID-19**, with the company in compliance with all debt covenants and subsequently repaying the Revolving Credit Facility in **June 2020** | Debt Type | March 31, 2020 (in Thousands) | December 31, 2019 (in Thousands) | Change (in Thousands) | % Change | | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------- | :------- | | 2023 Notes | $278,148 | $278,148 | $0 | 0.0% | | Term Loans | $282,332 | $282,332 | $0 | 0.0% | | Revolver | $50,000 | $0 | $50,000 | ** | | Total Debt (before deferred financing costs) | $610,480 | $560,480 | $50,000 | 8.9% | | Total Debt (net of deferred financing costs) | $606,975 | $556,640 | $50,335 | 9.0% | - Borrowed **$50.0 million** under the Revolving Credit Facility on **March 17, 2020**, as a precautionary measure due to **COVID-19**[73](index=73&type=chunk) - Repaid all outstanding amounts under the Revolving Credit Facility on **June 5, 2020**, restoring **$50.0 million** of available borrowing capacity[73](index=73&type=chunk) - Required to make a **$9.9 million** excess free cash flow payment on Term Loans based on **2019** results, which was made on **June 15, 2020**[74](index=74&type=chunk) - Was in compliance with all covenants under the **2023** Notes indenture and Senior Secured Credit Facility as of **March 31, 2020**[75](index=75&type=chunk) [Note 9. Income Taxes](index=24&type=section&id=Note%209.%20Income%20Taxes) The company recognized an income tax benefit of **$20.9 million** for **Q1 2020**, with an effective tax rate of approximately **26.0%**, compared to a provision of **$0.9 million** and an effective rate of **27.6%** in **Q1 2019**, with the difference from the federal statutory rate primarily due to non-deductible items, state/local taxes, and valuation allowances | Metric | Three Months Ended March 31, 2020 (in Thousands) | Three Months Ended March 31, 2019 (in Thousands) | | :------------------------------------------ | :------------------------------------------ | :------------------------------------------ | | (Benefit) provision for income taxes | $(20,890) | $911 | | Effective tax rate | 26.0% | 27.6% | [Note 10. Stockholders' Equity](index=24&type=section&id=Note%2010.%20Stockholders%27%20Equity) As of **March 31, 2020**, the company had **14.3 million** Class A, **3.0 million** Class B, and **1.6 million** Class C common shares outstanding, along with **9.0 million** warrants to purchase Class A common stock, with total authorized common stock at **400 million** shares | Security Type | Number Outstanding (as of March 31, 2020) | Voting Rights | | :-------------------------- | :------------------------------------------ | :------------ | | Class A common stock | 14,330,220 | One vote per share | | Class B common stock | 3,011,634 | 10 votes per share | | Class C common stock | 1,636,341 | No votes | | Warrants (exercisable for Class A) | 8,977,676 | N/A (upon exercise) | | Total | 27,955,871 | | - Each of the shares of common stock, including Class A shares issuable upon warrant exercise, have equal economic rights[79](index=79&type=chunk) [Note 11. Net Income (Loss) Per Share](index=26&type=section&id=Note%2011.%20Net%20Income%20(Loss)%20Per%20Share) The company reported a basic and diluted loss per share from continuing operations of **$(3.27)** for **Q1 2020**, a significant decline from income per share of **$0.07** in **Q1 2019**, primarily due to the net loss attributable to controlling interests, with warrants treated as participating securities under the two-class method | Metric | Three Months Ended March 31, 2020 | Three Months Ended March 31, 2019 | | :------------------------------------------ | :------------------------------------------ | :------------------------------------------ | | Basic (loss) income per share (Continuing operations attributable to common shares) | $(3.27) | $0.07 | | Diluted (loss) income per share (Continuing operations) | $(3.27) | $0.07 | | Net (loss) income from continuing operations attributable to controlling interest (in Thousands) | $(60,154) | $1,937 | | Weighted average basic common shares outstanding (in Thousands) | 18,582 | 18,478 | | Weighted average diluted common shares outstanding (in Thousands) | 18,582 | 27,456 | - Warrants are considered participating securities, and the two-class method is used for EPS calculation[83](index=83&type=chunk) - Stock options (**9.2 million**) and restricted stock (**0.4 million**) were anti-dilutive in **Q1 2020** and thus excluded from diluted EPS computation[85](index=85&type=chunk) [Note 12. Segment Reporting](index=28&type=section&id=Note%2012.%20Segment%20Reporting) Townsquare Media operates three reportable segments: Advertising (broadcast and digital advertising), Townsquare Interactive (digital marketing solutions), and Live Events, with segment operating income excluding unallocated corporate expenses and non-cash impairment charges - The Company has identified three reportable operating segments: Advertising, Townsquare Interactive, and Live Events[87](index=87&type=chunk) - Segment operating income excludes unallocated corporate expenses and the impact of certain items not directly attributable to segment performance, such as transaction costs and non-cash impairment charges[88](index=88&type=chunk) | Segment | Q1 2020 Net Revenue (in Thousands) | Q1 2019 Net Revenue (in Thousands) | Q1 2020 Operating (Loss) Income (in Thousands) | Q1 2019 Operating Income (in Thousands) | | :-------------------- | :----------------------------- | :----------------------------- | :------------------------------------------ | :------------------------------------------ | | Advertising | $74,536 | $74,315 | $(65,495) | $15,565 | | Townsquare Interactive | $16,527 | $14,208 | $4,390 | $4,225 | | Live Events | $2,370 | $5,159 | $381 | $1,078 | | Corporate and Other | $0 | $0 | $(11,387) | $(8,945) | | Total | $93,433 | $93,682 | $(72,111) | $11,923 | [Note 13. Related Party Transactions](index=30&type=section&id=Note%2013.%20Related%20Party%20Transactions) The company has a strategic partnership with a venture studio affiliated with two of its directors, providing professional and administrative services for a monthly fee of **$15,000** and direct expense reimbursement, with payments received approximately **$0.1 million** in both **Q1 2020** and **Q1 2019** - The Company has a strategic partnership and services agreement with a venture studio affiliated with two of its directors[92](index=92&type=chunk) - Under the agreement, the Company provides professional and administrative services (IT, accounting, HR, business development, engineering, consulting) for a monthly service fee of **$15,000** and direct expense reimbursement[92](index=92&type=chunk) - Received approximately **$0.1 million** in payments for services in both the three months ended **March 31, 2020**, and **2019**[92](index=92&type=chunk) [Note 14. Subsequent Events](index=30&type=section&id=Note%2014.%20Subsequent%20Events) Subsequent to **Q1 2020**, the company paid a **$2.1 million** dividend on **May 15, 2020**, repurchased and canceled **$4.5 million** of its **2023** Notes on **May 19, 2020**, repaid the **$50.0 million** borrowed under the Revolving Credit Facility on **June 5, 2020**, and made a **$9.9 million** excess free cash flow payment on Term Loans on **June 15, 2020** - Approved and paid a dividend of **$0.075 per share** (**$2.1 million** total) on **May 15, 2020**[93](index=93&type=chunk) - Voluntarily repurchased and canceled **$4.5 million** of its **2023** Notes at a market price below par on **May 19, 2020**[93](index=93&type=chunk) - Repaid all **$50.0 million** outstanding under the Revolving Credit Facility on **June 5, 2020**, restoring full available borrowing capacity[94](index=94&type=chunk) - Made a **$9.9 million** excess free cash flow payment on outstanding Term Loans on **June 15, 2020**, based on **2019** results[95](index=95&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides an overview of the company's financial condition, results of operations, cash flows, and management's analysis of industry trends, risks, and opportunities, with a particular focus on the significant impact of the **COVID-19** pandemic on its business [Note About Forward-Looking Statements](index=31&type=section&id=Note%20About%20Forward-Looking%20Statements) This section highlights that the report contains forward-looking statements subject to various risks and uncertainties, including the impact of general economic conditions, the **COVID-19** pandemic, internal control weaknesses, industry competition, and debt-related factors, with past performance not indicative of future results - The report includes forward-looking statements subject to risks such as general economic conditions, the **COVID-19** pandemic, internal control weaknesses, industry competition, and debt-related factors[98](index=98&type=chunk) - Past financial performance should not be relied on as an indication of future performance[98](index=98&type=chunk) - The company undertakes no obligation to publicly update or revise any forward-looking statements, except as required by law[98](index=98&type=chunk) [Format of Presentation](index=31&type=section&id=Format%20of%20Presentation) Townsquare Media is an integrated radio, digital media, entertainment, and digital marketing solutions company focused on small and mid-sized U.S. markets, operating through three segments: Advertising, Townsquare Interactive, and Live Events [Advertising](index=32&type=section&id=Advertising) The Advertising segment includes broadcast radio, owned websites, and digital advertising solutions like **Townsquare Ignite**, generating revenue from local, regional, and national advertisers, with demand and rates driven by audience attraction to various platforms and demographic targeting - The Advertising segment includes broadcast operations of radio stations, owned and operated websites, and digital advertising solutions, including **Townsquare Ignite**[102](index=102&type=chunk) - Primary sources of net revenue are the sale of advertising on radio stations, owned/operated websites, online streams, and mobile applications[102](index=102&type=chunk) - **Townsquare Ignite** offers precision customer targeting solutions to advertisers using first and third-party audience and geographic location data[102](index=102&type=chunk) [Townsquare Interactive](index=32&type=section&id=Townsquare%20Interactive) **Townsquare Interactive** provides subscription-based digital marketing solutions to small and mid-sized local businesses, including website development, e-commerce platforms, **SEO**, online reputation monitoring, and social media management - **Townsquare Interactive** offers subscription-based digital marketing solutions to small and mid-sized local and regional businesses[104](index=104&type=chunk) - Services include website development/hosting, e-commerce platforms, search engine/online directory optimization, online reputation monitoring, and social media management[104](index=104&type=chunk) [Live Events](index=32&type=section&id=Live%20Events) The **Live Events** segment generates revenue primarily from ticket sales, sponsorships, and concessions for concerts, expositions, and other experiential events, with pricing based on consumer demand and unforeseen events like weather potentially impacting revenue, though some risks are mitigated by insurance - Primary source of **Live Events** net revenue is ticket sales, also generating substantial revenue from sponsorships, food/concessions, and merchandise[105](index=105&type=chunk) - Unforeseen events like inclement weather can adversely impact net revenue, with some risks mitigated by insurance policies[105](index=105&type=chunk) [Overall](index=32&type=section&id=Overall) The company aims to maximize net revenue by managing advertising inventory, adjusting prices based on supply and demand, and broadening its advertiser base across diverse platforms, with key expenses controlled through local market monitoring and centralized functions - Strives to maximize net revenue by managing advertising inventory, adjusting prices based on supply and demand, and broadening its advertiser base[106](index=106&type=chunk) - Most significant expenses include sales, programming, digital, marketing, promotional, engineering, and general and administrative expenses[108](index=108&type=chunk) - Expenses are controlled through close monitoring of local markets, efficiencies from centralized functions, and negotiating favorable vendor rates[108](index=108&type=chunk) [Seasonality](index=33&type=section&id=Seasonality) Historically, the first calendar quarter has the lowest net revenue, but due to the **COVID-19** pandemic, **Q2** and potentially **Q3 2020** are expected to be lower, with even-numbered years typically seeing increased political advertising, highest in **Q4** - Historically, the first calendar quarter produces the lowest net revenue, but due to **COVID-19**, **Q2** and potentially **Q3 2020** net revenues are expected to be lower[110](index=110&type=chunk) - During even-numbered years, net revenue generally includes increased political advertising expenditures, typically highest during the **fourth quarter**[110](index=110&type=chunk) [Macroeconomic Indicators](index=33&type=section&id=Macroeconomic%20Indicators) The **COVID-19** pandemic has materially and adversely impacted the U.S. economy and the company's operations since early **March 2020**, leading to significant advertising cancellations and declines in **Live Events** revenue, though **Townsquare Interactive** continued revenue growth, and the company has taken proactive measures to preserve liquidity and mitigate impacts - The **COVID-19** pandemic has materially and adversely impacted the U.S. economy and the company's operations since early **March 2020**[111](index=111&type=chunk)[112](index=112&type=chunk) - Significant advertising cancellations and a material decline in new advertising purchases have materially impacted net revenues since mid-**March**, particularly for Advertising and **Live Events**[112](index=112&type=chunk) - **Townsquare Interactive** has continued its revenue growth despite the pandemic[112](index=112&type=chunk) - Borrowed **$50.0 million** under the Revolving Credit Facility on **March 17, 2020**, as a precautionary measure, and was in compliance with the first lien leverage ratio requirement[114](index=114&type=chunk)[115](index=115&type=chunk) - Instituted immediate actions including significantly reducing non-essential capital expenditures, reducing workforce by approximately **135 full-time employees**, and implementing wage reduction efforts[116](index=116&type=chunk) - Plans to avail itself of all applicable credits and deferrals under the **CARES Act**, including payroll tax deferrals[117](index=117&type=chunk) [Highlights of Our Financial Performance](index=34&type=section&id=Highlights%20of%20Our%20Financial%20Performance) For **Q1 2020**, net revenue decreased slightly by **0.3%** YoY, primarily due to a **$2.8 million** decline in **Live Events** revenue (**COVID-19** related), offset by a **16.3%** increase in **Townsquare Interactive** revenue and a slight increase in Advertising revenue, while operating loss significantly widened to **$72.1 million** from income of **$11.9 million**, mainly due to **$79.1 million** in impairment charges, and cash and cash equivalents increased by **$51.3 million**, largely due to the **$50.0 million** Revolving Credit Facility borrowing | Metric | Q1 2020 (in Millions) | Q1 2019 (in Millions) | Change (in Millions) | % Change | | :------------------------------------------ | :-------------------- | :-------------------- | :------------------- | :------- | | Net revenue | $93.4 | $93.7 | $(0.2) | -0.3% | | Operating (loss) income | $(72.1) | $11.9 | $(84.0) | -704.8% | | Impairment charges (intangible/long-lived assets) | $79.1 | $0 | $79.1 | ** | | Townsquare Interactive net revenue increase | $2.3 | N/A | N/A | 16.3% | | Live Events net revenue decrease | $(2.8) | N/A | N/A | -54.1% | | Cash and cash equivalents increase | $51.3 | N/A | N/A | 60.6% | - Pro forma net revenue for **Q1 2020** increased **$0.5 million (0.5%)** to **$93.4 million**, with pro forma **Townsquare Interactive** net revenue increasing **16.3%** and pro forma **Live Events** net revenue decreasing **46.5%**[119](index=119&type=chunk) [Consolidated Results of Operations](index=35&type=section&id=Consolidated%20Results%20of%20Operations) This section provides a detailed table of the company's consolidated statement of operations for the three months ended **March 31, 2020**, compared to the same period in **2019**, highlighting the significant increase in total operating costs and expenses due to impairment charges, leading to a substantial operating loss and net loss | Statement of Operations Data (in Thousands) | March 31, 2020 | March 31, 2019 | $ Change | % Change | | :------------------------------------------ | :------------- | :------------- | :------- | :------- | | Net revenue | $93,433 | $93,682 | $(249) | (0.3)% | | Direct operating expenses | $71,550 | $68,768 | $2,782 | 4.0 % | | Depreciation and amortization | $5,284 | $6,046 | $(762) | (12.6)% | | Corporate expenses | $6,390 | $5,737 | $653 | 11.4 % | | Stock-based compensation | $524 | $876 | $(352) | (40.2)% | | Transaction costs | $1,027 | $148 | $879 | ** | | Business realignment costs | $1,711 | $165 | $1,546 | ** | | Impairment of intangible and long-lived assets | $79,060 | $— | $79,060 | ** | | Total operating costs and expenses | $165,544 | $81,759 | $83,785 | 102.5 % | | Operating (loss) income | $(72,111) | $11,923 | $(84,034) | (704.8)% | | Net (loss) income from continuing operations | $(59,577) | $2,384 | $(61,961) | ** | | Net loss | $(59,577) | $(4,578) | $(54,999) | ** | [Segment Results](index=36&type=section&id=Segment%20Results) This section details the net revenue and direct operating expenses by segment for **Q1 2020** and **Q1 2019**, highlighting the significant decline in **Live Events** revenue and expenses due to **COVID-19**, the continued growth in **Townsquare Interactive**, and the impact of impairment charges on the Advertising segment's operating loss [Net Revenue](index=36&type=section&id=Net%20Revenue) Net revenue for **Q1 2020** decreased by **0.3%** YoY to **$93.4 million**, primarily due to a **54.1%** decline in **Live Events** revenue (**$2.8 million**) caused by **COVID-19** event cancellations, partially offset by a **16.3%** increase in **Townsquare Interactive** revenue (**$2.3 million**) from subscriber growth, while Advertising net revenue remained flat - Net revenue for **Q1 2020** decreased **$0.2 million (0.3%)** YoY to **$93.4 million**[123](index=123&type=chunk) - **Live Events** segment revenue decreased **$2.8 million (54.1%)** due to **COVID-19** event cancellations or postponements[123](index=123&type=chunk) - **Townsquare Interactive** net revenue increased **$2.3 million (16.3%)** due to the addition of approximately **850 net subscribers**[123](index=123&type=chunk) - Advertising net revenue increased **$0.2 million (0.3%)**, essentially flat, due to order cancellations by customers from **COVID-19** impact[123](index=123&type=chunk) [Direct Operating Expenses](index=36&type=section&id=Direct%20Operating%20Expenses) Direct operating expenses increased by **$2.8 million (4.0%)** YoY to **$71.6 million** in **Q1 2020**, driven by higher headcount-related expenses for digital programmatic business and **Townsquare Interactive** growth, and increased music license fee accruals in Advertising, partially offset by a **$2.1 million** decrease in **Live Events** expenses due to event cancellations - Direct operating expenses increased by **$2.8 million (4.0%)** YoY[124](index=124&type=chunk) - Advertising direct operating expenses increased **$2.7 million (4.9%)** due to headcount for digital programmatic business and increased music license fees[124](index=124&type=chunk) - **Townsquare Interactive** direct operating expenses increased **$2.2 million (21.9%)** due to headcount supporting revenue growth[124](index=124&type=chunk) - **Live Events** direct operating expenses decreased **$2.1 million (52.7%)** due to event cancellations/postponements from **COVID-19**[124](index=124&type=chunk) [Depreciation and Amortization](index=36&type=section&id=Depreciation%20and%20Amortization) Depreciation and amortization expense decreased by **$0.8 million (12.6%)** YoY to **$5.3 million** in **Q1 2020**, primarily due to the timing of capitalized software development project launches in the prior year - Depreciation and amortization expense decreased **$0.8 million (12.6%)** YoY[125](index=125&type=chunk) - The decrease is primarily related to amortization of capitalized software development costs, influenced by the timing of project launches in the comparable prior period[125](index=125&type=chunk) [Corporate Expenses](index=36&type=section&id=Corporate%20Expenses) Corporate expenses increased by **$0.7 million (11.4%)** YoY to **$6.4 million** in **Q1 2020**, mainly due to an increase in professional fees - Corporate expenses increased **$0.7 million (11.4%)** YoY to **$6.4 million**[126](index=126&type=chunk) - The increase was primarily due to an increase in professional fees[126](index=126&type=chunk) [Stock-based Compensation](index=36&type=section&id=Stock-based%20Compensation) Stock-based compensation expense decreased by **$0.4 million (40.2%)** YoY to **$0.5 million** in **Q1 2020**, resulting from options that vested in **January 2019** - Stock-based compensation expense decreased **$0.4 million (40.2%)** YoY to **$0.5 million**[127](index=127&type=chunk) - The decrease was a result of options that vested in **January 2019**[127](index=127&type=chunk) [Transaction Costs](index=36&type=section&id=Transaction%20Costs) Transaction costs significantly increased by **$0.9 million** in **Q1 2020**, primarily due to fees incurred for amending the Term Loans credit agreement to waive a default related to delayed financial statement delivery - Transaction costs for **Q1 2020** increased **$0.9 million**[128](index=128&type=chunk) - This increase includes fees incurred related to the amendment of the Company's Term Loans credit agreement[128](index=128&type=chunk) [Business Realignment Costs](index=38&type=section&id=Business%20Realignment%20Costs) Business realignment costs increased by **$1.5 million** in **Q1 2020**, primarily due to employee-related costs from headcount reductions implemented in response to the **COVID-19** pandemic - Business realignment costs for **Q1 2020** increased **$1.5 million** YoY[130](index=130&type=chunk) - This increase was primarily a result of employee-related costs incurred due to headcount reductions in response to the **COVID-19** pandemic[130](index=130&type=chunk) [Impairment of Intangible and Long-Lived Assets](index=38&type=section&id=Impairment%20of%20Intangible%20and%20Long-Lived%20Assets) The company recorded **$78.4 million** in impairment charges for FCC licenses in **Q1 2020**, compared to none in **Q1 2019**, driven by declines in advertising purchases due to **COVID-19**, with an additional **$0.6 million** impairment recorded for long-lived assets, and future declines in broadcast revenues potentially leading to further impairment charges - Impairment charges pertaining to FCC licenses for **Q1 2020** were **$78.4 million**, compared to no impairment charges in **Q1 2019**[131](index=131&type=chunk) - The impairment was due to declines in advertising purchases by clients as a result of the **COVID-19** pandemic[131](index=131&type=chunk) - The Company also recorded impairment charges related to long-lived assets of **$0.6 million** in **Q1 2020**[131](index=131&type=chunk) - Further actual or anticipated declines in broadcast revenues could lead to additional impairment charges on FCC licenses[132](index=132&type=chunk) [Other Expense](index=38&type=section&id=Other%20Expense) Net interest expense decreased by **$0.5 million (5.4%)** YoY to **$8.1 million** in **Q1 2020**, primarily due to lower interest on Term Loans | Metric (in Thousands) | March 31, 2020 | March 31, 2019 | | :-------------------- | :------------- | :------------- | | Interest expense, net | $8,129 | $8,595 | | Unsecured Senior Notes | $4,520 | $4,519 | | Term Loans | $3,490 | $3,975 | [Benefit from income taxes](index=38&type=section&id=Benefit%20from%20income%20taxes) The company recognized an income tax benefit of **$20.9 million** for **Q1 2020**, with an effective tax rate of approximately **26.0%**, compared to a provision of **$0.9 million** and an effective rate of **27.6%** in **Q1 2019**, with the difference from the federal statutory rate primarily due to non-deductible items, state/local taxes, and valuation allowances | Metric (in Thousands) | March 31, 2020 | March 31, 2019 | | :-------------------- | :------------- | :------------- | | (Benefit) provision for income taxes | $(20,890) | $911 | | Effective tax rate | 26.0% | 27.6% | [Net loss from discontinued operations, net of tax](index=38&type=section&id=Net%20loss%20from%20discontinued%20operations%2C%20net%20of%20tax) There was no net loss from discontinued operations in **Q1 2020**, compared to a **$7.0 million** net loss in **Q1 2019**, which included results from the music festival and bridal show businesses prior to their sales | Metric (in Thousands) | March 31, 2020 | March 31, 2019 | | :------------------------------------------ | :------------- | :------------- | | Net loss from discontinued operations, net of income taxes | $— | $(6,962) | [Supplemental Pro Forma Net Revenue](index=38&type=section&id=Supplemental%20Pro%20Forma%20Net%20Revenue) On a pro forma basis (excluding **Arizona Bridal Show** divestment), net revenue for **Q1 2020** increased by **$0.5 million (0.5%)** YoY to **$93.4 million**, driven by an increase in **Townsquare Interactive** subscribers and political advertising, partially offset by a reduction in live events due to **COVID-19** | Metric (in Thousands) | March 31, 2020 | March 31, 2019 (Pro Forma) | | :-------------------- | :------------- | :------------------------- | | Total Pro forma net revenue | $93,433 | $92,956 | - On a pro forma basis, net revenue increased by **$0.5 million (0.5%)** YoY, driven by an increase in **Townsquare Interactive** customer/subscriber base and political advertising, offset by reduced live events[137](index=137&type=chunk) [Liquidity and Capital Resources](index=40&type=section&id=Liquidity%20and%20Capital%20Resources) The company funds its working capital through operating, investing, and financing activities, expecting sufficient liquidity for at least one year, with total debt outstanding at **$607.0 million** as of **March 31, 2020**, and anticipated debt service of **$31.0 million** over the next twelve months, while cash and cash equivalents increased to **$135.9 million**, largely due to a precautionary **$50.0 million** Revolving Credit Facility borrowing in response to **COVID-19** [COVID-19 Response](index=41&type=section&id=COVID-19%20Response) In response to **COVID-19**, the company borrowed **$50.0 million** from its Revolving Credit Facility as a precautionary measure (repaid in **June 2020**), reduced non-essential capital expenditures, implemented workforce reductions and wage cuts, and plans to utilize **CARES Act** benefits - Borrowed **$50.0 million** under the Revolving Credit Facility on **March 17, 2020**, as a precautionary measure (repaid on **June 5, 2020**)[144](index=144&type=chunk) - Reduced non-essential capital expenditures, workforce by approximately **135 full-time employees**, and instituted wage reduction efforts[145](index=145&type=chunk) - Expects to benefit from all applicable credits and deferrals under the **CARES Act**, including payroll tax deferrals[146](index=146&type=chunk) [Operating Activities](index=41&type=section&id=Operating%20Activities) Net cash provided by operating activities increased to **$9.3 million** in **Q1 2020** from **$5.9 million** in **Q1 2019**, driven by favorable changes in working capital (increases in accrued expenses, decreases in accounts receivable and prepaid expenses), partially offset by cash used in discontinued operations | Metric (in Thousands) | March 31, 2020 | March 31, 2019 | | :-------------------- | :------------- | :------------- | | Net cash provided by operating activities | $9,335 | $5,942 | - Increase primarily related to changes in working capital, including increases in accrued expenses and decreases in accounts receivable and prepaid expenses[147](index=147&type=chunk) [Investing Activities](index=41&type=section&id=Investing%20Activities) Net cash used in investing activities increased to **$6.0 million** in **Q1 2020** from **$3.2 million** in **Q1 2019**, primarily due to cash provided by discontinued operations in **Q1 2019** from the sale of **Arizona bridal shows**, which was not present in **Q1 2020** | Metric (in Thousands) | March 31, 2020 | March 31, 2019 | | :-------------------- | :------------- | :------------- | | Net cash used in investing activities | $(6,024) | $(3,183) | - The increase in net cash used was primarily due to cash provided by discontinued operations during **Q1 2019** (proceeds from **Arizona bridal shows** sale) not recurring in **Q1 2020**[148](index=148&type=chunk) [Financing Activities](index=41&type=section&id=Financing%20Activities) Net cash provided by financing activities was **$48.0 million** in **Q1 2020**, a significant increase from **$3.3 million** used in **Q1 2019**, primarily driven by the **$50.0 million** borrowing under the Revolving Credit Facility | Metric (in Thousands) | March 31, 2020 | March 31, 2019 | | :------------------------------------------ | :------------- | :------------- | | Net cash provided by (used in) financing activities | $47,971 | $(3,347) | - Net cash provided by financing activities during **Q1 2020** includes **$50.0 million** borrowed under the Revolving Credit Facility[149](index=149&type=chunk) [Financing Facilities](index=42&type=section&id=Financing%20Facilities) This section details the company's long-term debt, including the **2023** Unsecured Senior Notes, Term Loans, and Revolving Credit Facility, highlighting the **$50.0 million** borrowing from the Revolving Credit Facility in **Q1 2020** as a precautionary measure, which was subsequently repaid in **June 2020** [2023 Unsecured Senior Notes](index=42&type=section&id=2023%20Unsecured%20Senior%20Notes) The company has **$278.1 million** outstanding of **6.5%** Unsecured Senior Notes due in **2023**, with **$4.5 million** of these notes repurchased and canceled subsequent to **Q1 2020**, and the company in compliance with all covenants as of **March 31, 2020** - **$278.1 million** of **6.5%** Unsecured Senior Notes due **April 1, 2023**, were outstanding as of **March 31, 2020**[155](index=155&type=chunk) - On **May 19, 2020**, the Company voluntarily repurchased and canceled **$4.5 million** of its **2023** Notes[151](index=151&type=chunk) - The Company was in compliance with all covenants under the **2023** Notes indenture as of **March 31, 2020**[155](index=155&type=chunk) [Senior Secured Credit Facility](index=42&type=section&id=Senior%20Secured%20Credit%20Facility) The Senior Secured Credit Facility includes a Term Loan facility and a Revolving Credit Facility, containing covenants limiting additional indebtedness, liens, dividends, and other actions, and includes a first lien leverage ratio requirement if the Revolving Credit Facility is drawn above **30%** - The Senior Secured Credit Facility includes a Term Loan facility and a Revolving Credit Facility[156](index=156&type=chunk) - Contains covenants limiting additional indebtedness, liens, mergers, asset sales, dividends, acquisitions, and other actions[73](index=73&type=chunk)[154](index=154&type=chunk) - Requires a first lien leverage ratio of no greater than **3.75:1.00** if at least **$15 million** of the Revolving Credit Facility commitments are drawn[73](index=73&type=chunk) [Term Loans](index=42&type=section&id=Term%20Loans) The company has **$282.3 million** outstanding under its Term Loans, maturing on **April 1, 2022**, with an interest rate of **4.0%** as of **March 31, 2020**, and a **$9.9 million** excess free cash flow payment made on **June 15, 2020** - The balance of the Term Loans was **$282.3 million** as of **March 31, 2020**, maturing on **April 1, 2022**[158](index=158&type=chunk) - The interest rate on the Term Loans was **4.0%** as of **March 31, 2020** (**LIBOR** plus **300** basis points with a **1.0% LIBOR** floor)[72](index=72&type=chunk)[158](index=158&type=chunk) - An excess free cash flow payment of **$9.9 million** on the Term Loans was made on **June 15, 2020**[158](index=158&type=chunk) [Revolving Credit Facility](index=42&type=section&id=Revolving%20Credit%20Facility) The **$50.0 million** Revolving Credit Facility matures on **April 1, 2022**, with the company borrowing the full **$50.0 million** on **March 17, 2020**, as a precautionary measure, which subjected it to a first lien leverage ratio covenant, and this amount was fully repaid on **June 5, 2020**, restoring available borrowing capacity - The **$50.0 million** Revolving Credit Facility matures on **April 1, 2022**[159](index=159&type=chunk) - The Company borrowed the entire **$50.0 million** under the Revolving Credit Facility on **March 17, 2020**, as a precautionary measure due to **COVID-19**[160](index=160&type=chunk) - This borrowing subjected the Company to a first lien leverage ratio covenant (no greater than **3.75:1.00**), which it was in compliance with as of **March 31, 2020**[73](index=73&type=chunk)[115](index=115&type=chunk) - The Company repaid all **$50.0 million** outstanding under the Revolving Credit Facility on **June 5, 2020**, restoring full available borrowing capacity[160](index=160&type=chunk) [Off-Balance Sheet Arrangements](index=44&type=section&id=Off-Balance%20Sheet%20Arrangements) The company has no material off-balance sheet arrangements or transactions - The Company has no material off-balance sheet arrangements or transactions[163](index=163&type=chunk) [Critical Accounting Policies and Estimates](index=44&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) The preparation of financial statements requires management to make significant estimates and judgments, including those related to fair value of acquired assets/liabilities, impairment testing of intangible and long-lived assets, leasing arrangements, share-based payment expense, and income taxes, which are subject to change and may differ materially from actual results - Management makes significant estimates and judgments for fair value of acquired assets/liabilities, impairment testing of intangible and long-lived assets, leasing arrangements, share-based payment expense, and income taxes[164](index=164&type=chunk) - Estimates are based on historical experience and assumptions, but actual amounts and results may differ materially under different assumptions or conditions[164](index=164&type=chunk) [Recent Accounting Standards](index=44&type=section&id=Recent%20Accounting%20Standards) This section refers to Note **2** for a discussion of recently adopted and issued accounting standards, including **ASU 2018-15** and **ASU 2018-13** (adopted **Q1 2020** with no material impact) and **ASU 2020-04**, **ASU 2020-01**, **ASU 2019-12**, and **ASU 2016-13** (under assessment) - Refer to Note **2**, Summary of Significant Accounting Policies, for a discussion of accounting standards updates that have been adopted or will be adopted in the future[166](index=166&type=chunk) [Item 4. Controls and Procedures](index=45&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were not effective as of **March 31, 2020**, due to identified material weaknesses in internal control over financial reporting [Evaluation of Disclosure Controls and Procedures](index=45&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) The **CEO** and **CFO** concluded that the company's disclosure controls and procedures were not effective as of **March 31, 2020**, due to material weaknesses in internal control over financial reporting - Management, with **CEO** and **CFO** participation, concluded that disclosure controls and procedures were not effective as of **March 31, 2020**[168](index=168&type=chunk) - Ineffectiveness was due to material weaknesses in internal control over financial reporting[168](index=168&type=chunk) [Material Weakness](index=45&type=section&id=Material%20Weakness) The company identified several material weaknesses in internal control over financial reporting, including ineffective entity-level controls, control activities (goodwill/intangibles impairment, **IT** general controls, revenue recognition, income tax, period-end financial reporting), and lack of approval over cash disbursements, which could lead to material misstatements - Identified material weaknesses in internal control over financial reporting, including ineffective entity-level controls impacting the control environment, risk assessment, and monitoring[169](index=169&type=chunk) - Specific control activity deficiencies include ineffective annual goodwill/intangibles impairment assessment, ineffective **IT** general controls, ineffective detective controls over revenue recognition, inadequate income tax design/controls, ineffective period-end financial reporting controls, and lack of approval over cash disbursements[169](index=169&type=chunk)[170](index=170&type=chunk)[171](index=171&type=chunk)[172](index=172&type=chunk)[173](index=173&type=chunk) - Also noted ineffective controls over internally developed software and lease renewal options (previously disclosed)[174](index=174&type=chunk)[175](index=175&type=chunk) - These material weaknesses, individually or in aggregate, could result in material misstatements of interim or annual financial statements[177](index=177&type=chunk) [Remediation Plans](index=46&type=section&id=Remediation%20Plans) Management is actively implementing remediation plans to address the identified material weaknesses, including enhancing reporting structures, increasing qualified resources, establishing formal risk assessment procedures, improving controls over impairment assessments, **IT** general controls, revenue recognition, internally developed software, lease renewal options, income tax, period-end financial reporting, and cash disbursements - Management is actively implementing remediation plans to address the identified material weaknesses[178](index=178&type=chunk) - Remediation actions include enhancing entity-level controls, improving goodwill/intangibles impairment controls, strengthening **IT** general controls, redesigning revenue controls, enhancing internally developed software procedures, establishing formal lease renewal assessment, improving income tax review, redesigning period-end financial reporting controls, and strengthening cash disbursement approvals[178](index=178&type=chunk)[179](index=179&type=chunk)[180](index=180&type=chunk)[181](index=181&type=chunk)[182](index=182&type=chunk)[183](index=183&type=chunk) - Material weaknesses were not fully remediated as of **March 31, 2020**, and remediation will continue until controls operate effectively[184](index=184&type=chunk) [Changes in Internal Control Over Financial Reporting](index=47&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) Except for the material weaknesses and remediation plans discussed, there were no other changes in internal control over financial reporting during **Q1 2020** that materially affected or are reasonably likely to materially affect the company's internal control - No other material changes in internal control over financial reporting occurred during **Q1 2020**, apart from the identified material weaknesses and remediation efforts[186](index=186&type=chunk) [Inherent Limitations on Effectiveness of Controls](index=47&type=section&id=Inherent%20Limitations%20on%20Effectiveness%20of%20Controls) The effectiveness of any control system has inherent limitations, such as human error, circumvention, or overriding of controls, meaning it can only provide reasonable, not absolute, assurance, and projections of control effectiveness to future periods are subject to risks of inadequacy due to changes in the operating environment or compliance deterioration - Control systems have inherent limitations, including human error and the potential for circumvention or overriding of controls, providing only reasonable, not absolute, assurance[187](index=187&type=chunk) - Projections of control effectiveness to future periods are subject to risks that controls may become inadequate due to changes in the operating environment or deterioration in compliance[187](index=187&type=chunk) [PART II OTHER INFORMATION](index=48&type=section&id=PART%20II%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, equity sales, defaults, mine safety, other information, and exhibits [Item 1. Legal Proceedings](index=48&type=section&id=Item%201.%20Legal%20Proceedings) The company has no current material pending litigation and no material legal proceedings were terminated, settled, or resolved in **Q1 2020**, with the ultimate resolution of routine legal matters not expected to have a material adverse effect on financial position or results of operations - No current material pending litigation or material legal proceedings were terminated, settled, or resolved during **Q1 2020**[190](index=190&type=chunk) - The ultimate resolution of routine legal matters is not expected to have a material adverse effect on the Company's financial position or results of operations[190](index=190&type=chunk) [Item 1A. Risk Factors](index=48&type=section&id=Item%201A.%20Risk%20Factors) This section refers readers to the "Risk Factors" in the **2019** Annual Report on Form **10-K** for known material risks, noting that other currently immaterial or unknown risks could also adversely impact the business in the future - Refers to Part I, Item **1A**, "Risk Factors," in the **2019** Annual Report on Form **10-K** for information regarding known material risks[191](index=191&type=chunk) - Other risks not currently considered material, or unknown risks, could materially adversely impact the business, financial condition, and results of operations in a future period[191](index=191&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=48&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities or use of proceeds to report - None[192](index=192&type=chunk) [Item 3. Defaults upon Senior Securities](index=48&type=section&id=Item%203.%20Defaults%20upon%20Senior%20Securities) No defaults upon senior securities to report - None[193](index=193&type=chunk) [Item 4. Mine Safety Disclosures](index=48&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) No mine safety disclosures to report - None[194](index=194&type=chunk) [Item 5. Other Information](index=48&type=section&id=Item%205.%20Other%20Information) The company has scheduled its **2020** Annual Meeting of Stockholders for **August 6, 2020**, and has revised the deadline for stockholder proposals under Rule **14a-8** to **June 25, 2020**, due to the change in meeting date - The Company has scheduled its **2020** Annual Meeting of Stockholders for **August 6, 2020**[195](index=195&type=chunk) - The deadline for stockholder proposals under Rule **14a-8** for the **2020** Annual Meeting has been revised to **June 25, 2020**[196](index=196&type=chunk) [Item 6. Exhibits](index=49&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form **10-Q**, including Amendment No. **5** to the Credit Agreement, certifications of the **CEO** and **CFO**, and **XBRL**-related documents - Exhibits include Amendment No. **5** to the Credit Agreement, certifications of the Chief Financial Officer and Chief Executive Officer, and various **XBRL** taxonomy documents[199](index=199&type=chunk) [SIGNATURES](index=50&type=section&id=SIGNATURES) The report is duly signed by the Executive Vice President & Chief Financial Officer on behalf of Townsquare Media, Inc - The report was signed by Stuart Rosenstein, Executive Vice President & Chief Financial Officer, on behalf of Townsquare Media, Inc. on **June 18, 2020**[203](index=203&type=chunk)

Townsquare Media, Inc. (NYSE:TSQ) Q1 2020 Earnings Conference Call June 15, 2020 8:00 AM ET Company Participants Claire Yenicay - Executive Vice President Bill Wilson - Chief Executive Officer Stuart Rosenstein - Chief Financial Officer and Executive Vice President Conference Call Participants Michael Kupinski - NOBLE Capital Markets Jim Goss - Barrington Research Operator Good morning and welcome to Townsquare’s First Quarter Conference Call. As a reminder, today’s call is being recorded and your participa ...

townsquare Investor Presentation June 2020 FORWARD-LOOKING STATEMENTS AND NON-GAAP FINANCIAL MEASURES 2 This presentation contains, and our other communications may contain, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements, written, oral or otherwise ...

Washington, D.C. 20549 FORM 10-K SECURITIES AND EXCHANGE COMMISSION ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES ☐ 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. For the fiscal year ended December 31, 2019 OR (Exact name of registrant as specified in its charter) Delaware 27-1996555 (State or other jurisdict ...

Townsquare Media, Inc. (NYSE:TSQ) Q4 2019 Earnings Conference Call March 16, 2020 8:00 AM ET Company Participants Claire Yenicay - Executive Vice President, Investor Relations and Corporate Communications Bill Wilson - Chief Executive Officer Stuart Rosenstein - Executive Vice President and Chief Financial Officer Conference Call Participants Michael Kupinski - NOBLE Capital Markets Operator Good morning and welcome to Townsquare's Year-End 2019 Conference Call. As a reminder, today's call is being recorded ...