Company Overview - Townsquare is a community-focused digital and broadcast media and digital marketing solutions company, primarily operating outside the top 50 US markets[8, 12] - The company has transformed into a Digital First Local Media Company, with over 50% of profit and revenue from digital advertising divisions and subscription digital marketing solutions[12, 23] - Digital platforms have reached all-time record audience levels, with the digital audience being approximately 5 times the size of the terrestrial radio audience[12] Financial Performance - LTM (Last Twelve Months) as of March 31, 2025, net revenue was $450 million and adjusted EBITDA was $101 million[16] - Digital net revenue for LTM as of March 31, 2025, reached $237 million, contributing to 53% of net revenue and 51% of segment profit[18] - Digital subscription solutions (Townsquare Interactive) accounted for 17% of total revenue and 25% of adjusted EBITDA for LTM as of March 31, 2025[18] - The company announced a quarterly dividend of $020 per share, or $080 on an annualized basis, representing approximately a 12% dividend yield as of May 7, 2025[17] Digital Growth and Strategy - Digital revenue has grown at a compound annual growth rate (CAGR) of 13% year-over-year since 2016[51] - The company's owned and operated digital brands have grown their audience by over 50 times since 2011, reaching approximately 58 million monthly unique visitors[63] - Townsquare Interactive has a total addressable market of approximately 88 million target customers, representing a $32 billion market[72, 77]

Company Performance - Townsquare Media reported a quarterly loss of $0.05 per share, matching the Zacks Consensus Estimate, compared to earnings of $0.03 per share a year ago [1] - The company posted revenues of $98.68 million for the quarter ended March 2025, missing the Zacks Consensus Estimate by 0.27%, and down from $99.63 million year-over-year [2] - Over the last four quarters, Townsquare has not surpassed consensus EPS estimates and has topped revenue estimates only once [2] Stock Movement and Outlook - Townsquare shares have declined approximately 24.8% since the beginning of the year, contrasting with the S&P 500's decline of 4.3% [3] - The company's earnings outlook is mixed, with current consensus EPS estimates at $0.26 for the coming quarter and $0.68 for the current fiscal year [7] - The Zacks Rank for Townsquare is currently 3 (Hold), indicating expected performance in line with the market in the near future [6] Industry Context - The Broadcast Radio and Television industry, to which Townsquare belongs, is currently in the top 38% of over 250 Zacks industries, suggesting a favorable outlook compared to lower-ranked industries [8] - Empirical research indicates a strong correlation between near-term stock movements and trends in earnings estimate revisions, which can impact Townsquare's stock performance [5]

PART I FINANCIAL INFORMATION [Item 1. Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) The unaudited consolidated financial statements for the quarter ended March 31, 2025, show a slight decrease in total revenue compared to the prior year's quarter, with a net loss primarily due to debt refinancing costs [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) As of March 31, 2025, total assets decreased to $544.5 million from $580.4 million, mainly due to reduced cash, while total liabilities decreased to $571.3 million from $608.9 million due to debt refinancing Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $5,528 | $32,990 | | Total current assets | $70,869 | $105,447 | | Total assets | $544,516 | $580,414 | | **Liabilities & Equity** | | | | Current portion of long-term debt | $11,750 | $0 | | Total current liabilities | $72,610 | $76,256 | | Long-term debt, net | $436,659 | $465,756 | | Total liabilities | $571,342 | $608,856 | | Total stockholders' deficit | ($26,826) | ($28,442) | [Consolidated Statements of Operations](index=4&type=section&id=Consolidated%20Statements%20of%20Operations) For Q1 2025, net revenue decreased by 1.0% to $98.7 million, resulting in a net loss of $1.5 million, or ($0.12) per share, primarily due to a loss on debt extinguishment and increased interest expense Q1 Financial Performance (in thousands, except per share data) | Metric | Q1 2025 | Q1 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Net revenue | $98,675 | $99,633 | (1.0)% | | Operating income | $7,133 | $6,640 | 7.4% | | Interest expense, net | $10,239 | $9,031 | 13.4% | | Loss on extinguishment of debt | $1,452 | $0 | N/A | | Net (loss) income | ($1,511) | $1,553 | N/A | | Diluted (loss) income per share | ($0.12) | $0.06 | N/A | [Consolidated Statements of Cash Flows](index=6&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) In Q1 2025, cash and cash equivalents decreased by $27.1 million, with net cash used in operating activities at $0.1 million and significant financing activities related to debt refinancing Cash Flow Summary (in thousands) | Activity | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Net cash (used in) provided by operating activities | ($66) | $1,671 | | Net cash used in investing activities | ($4,344) | ($281) | | Net cash used in financing activities | ($22,729) | ($5,834) | | **Net decrease in cash** | **($27,139)** | **($4,444)** | [Notes to Unaudited Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Financial%20Statements) The notes detail revenue disaggregation, a major debt refinancing in February 2025, the absence of goodwill impairment in Q1 2025, and specifics on stock-based compensation and dividend payments - Digital Advertising revenue grew **7.6% YoY** to **$36.8 million**, and Subscription Digital Marketing Solutions revenue grew **4.2%** to **$19.0 million**[27](index=27&type=chunk)[121](index=121&type=chunk) - In February 2025, the company refinanced its debt, entering a new **$470 million Term Loan** and **$20 million Revolver** to redeem its outstanding 2026 Notes, resulting in a **$1.5 million loss on debt extinguishment**[59](index=59&type=chunk)[60](index=60&type=chunk)[61](index=61&type=chunk) - The company declared a quarterly dividend of **$0.20 per share** in March 2025, an increase from the prior dividend[85](index=85&type=chunk) - No impairment charges were recorded for intangible assets in Q1 2025, compared to a **$1.6 million impairment charge** in Q1 2024[47](index=47&type=chunk)[126](index=126&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes the 1.0% YoY revenue decline to Broadcast Advertising softness, offset by digital growth, and highlights the successful February 2025 debt refinancing that provides financial stability and sufficient liquidity for the next twelve months [Consolidated and Segment Results of Operations](index=29&type=section&id=Consolidated%20and%20Segment%20Results%20of%20Operations) Net revenue for Q1 2025 decreased by $1.0 million (1.0%) YoY, driven by a decline in Broadcast Advertising, partially offset by growth in Digital Advertising and Subscription Digital Marketing Solutions, resulting in flat overall segment profit Segment Revenue and Profit (Q1 2025 vs Q1 2024, in thousands) | Segment | Net Revenue (2025) | Net Revenue (2024) | % Change | Segment Profit (2025) | Segment Profit (2024) | % Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Digital Advertising | $36,751 | $34,156 | 7.6% | $7,900 | $7,056 | 12.0% | | Subscription Digital Marketing Solutions | $19,022 | $18,253 | 4.2% | $6,176 | $5,056 | 22.2% | | Broadcast Advertising | $41,315 | $45,455 | (9.1)% | $8,372 | $10,185 | (17.8)% | | **Total** | **$98,675** | **$99,633** | **(1.0)%** | **$22,859** | **$22,738** | **0.5%** | - Stock-based compensation expense increased by **45.9%** to **$4.2 million**, primarily due to a stock bonus program and new grants[120](index=120&type=chunk)[125](index=125&type=chunk) [Liquidity and Capital Resources](index=32&type=section&id=Liquidity%20and%20Capital%20Resources) The company ended Q1 2025 with $5.5 million in cash, having completed a major debt refinancing that resulted in $448.4 million of net outstanding indebtedness, and expects sufficient liquidity for the next year - The company completed a major debt refinancing, repaying **$467.4 million** of its 2026 Notes and entering a new credit agreement for a **$470 million Term Loan** and a **$20 million Revolver**[115](index=115&type=chunk)[116](index=116&type=chunk)[136](index=136&type=chunk) - As of March 31, 2025, the company had **$5.5 million** in cash and cash equivalents and expects debt service requirements of approximately **$55.8 million** over the next twelve months[138](index=138&type=chunk)[139](index=139&type=chunk) - The board of directors approved a quarterly cash dividend of **$0.20 per share**, payable on August 1, 2025[140](index=140&type=chunk) [Item 4. Controls and Procedures](index=35&type=section&id=Item%204.%20Controls%20and%20Procedures) The company's CEO and CFO concluded that disclosure controls and procedures were effective as of March 31, 2025, with no material changes in internal control over financial reporting during the quarter - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of March 31, 2025[148](index=148&type=chunk) - No changes in internal controls over financial reporting occurred during the quarter that materially affected, or are reasonably likely to materially affect, internal controls[150](index=150&type=chunk) PART II OTHER INFORMATION [Item 1. Legal Proceedings](index=36&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no current material pending litigation and no material legal proceedings were resolved during the first quarter of 2025 - The company is not a party to any material pending litigation and does not believe the resolution of any current matters will have a material adverse effect on its financial position[153](index=153&type=chunk) [Item 1A. Risk Factors](index=36&type=section&id=Item%201A.%20Risk%20Factors) This section refers readers to the company's 2024 Annual Report on Form 10-K for a comprehensive discussion of risk factors, as no new material risks were identified in this quarterly report - For information on material risks, the company refers to its 2024 Annual Report on Form 10-K[154](index=154&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=36&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports no unregistered sales of equity securities and no open market share repurchases during the quarter, with only a small number of shares acquired from employees for tax withholding - No shares of common stock were repurchased on the open market during the three months ended March 31, 2025[90](index=90&type=chunk) Share Purchases in Q1 2025 | Period | Total Number of Shares Purchased (1) | Average Price Paid per Share | | :--- | :--- | :--- | | Jan 1 - Jan 31, 2025 | 3,136 | $9.14 | | Feb 1 - Feb 28, 2025 | 0 | $0 | | Mar 1 - Mar 31, 2025 | 0 | $0 | | **Total** | **3,136** | **$9.14** | (1) Shares transferred from employees to satisfy tax withholding obligations [Item 3, 4, 5, 6. Other Disclosures and Exhibits](index=36&type=section&id=Item%203,%204,%205,%206.%20Other%20Disclosures%20and%20Exhibits) The company confirms no defaults on senior securities, no mine safety disclosures, and no adoption or termination of Rule 10b5-1 trading arrangements by directors or executive officers during the quarter, concluding with an index of exhibits filed - The company reported no defaults on senior securities, no mine safety disclosures, and no new or terminated executive trading plans under Rule 10b5-1[156](index=156&type=chunk)[157](index=157&type=chunk)[158](index=158&type=chunk)

Mr. Wilson continued, "We are proud of our business model's ability to deliver solid and consistent results, while also producing strong cash flow, even during uncertain times. Sometimes it takes a challenging macroeconomic environment to serve the purpose of highlighting how truly differentiated Townsquare is from others in local media. We have transformed and evolved; we began as a traditional broadcast company and we are now a Digital First Local Media Company. Transformations don't have to require a cha ...

Core Insights - Townsquare Media, Inc. reported its financial results for Q1 2025, indicating a slight decline in net revenue but an increase in Adjusted EBITDA, reaffirming its full-year guidance for 2025 [2][6][10]. Financial Performance - Net revenue for Q1 2025 decreased by 1.0% year-over-year to $98.7 million, with a 0.5% decline when excluding political revenue [5][7]. - Adjusted EBITDA increased by 3.5% year-over-year to $18.1 million, exceeding guidance [10][12]. - Net income reported a loss of $1.5 million, a decrease of $3.1 million compared to the previous year [9][24]. Segment Performance - Digital net revenue increased by 6.4% year-over-year, with Digital Advertising net revenue up by 7.6% and Subscription Digital Marketing Solutions net revenue up by 4.2% [12][28]. - Broadcast Advertising net revenue decreased by 9.1% year-over-year [7][28]. Guidance and Future Outlook - For Q2 2025, net revenue is expected to be between $114 million and $116 million, with Adjusted EBITDA projected between $25 million and $26 million [6]. - Full-year 2025 guidance for net revenue remains between $435 million and $455 million, and Adjusted EBITDA between $90 million and $98 million [6]. Capital Structure and Dividends - The Board of Directors approved a quarterly cash dividend of $0.20 per share, reflecting a yield of approximately 12% based on the last closing price [3]. - The company successfully refinanced its debt in February 2025, extending maturities to 2030 and enhancing financial flexibility [2][12].

Core Viewpoint - Kaskela Law LLC is investigating Townsquare Media, Inc. on behalf of long-term investors due to a significant decline in the company's stock value and potential violations of securities laws or fiduciary duties by the company's officers and directors [1][3]. Stock Performance - Since May 2024, Townsquare Media's stock price has dropped from over $12.00 per share to less than $7.00 per share, representing a decline of over 41% [2]. Legal Investigation - The investigation aims to determine if Townsquare Media and its executives breached securities laws or fiduciary responsibilities in relation to recent corporate actions [3].

Group 1 - Townsquare Media (NYSE: TSQ) is often misunderstood as a traditional radio stock, but it is primarily a digital advertising play [1] - The company's roots are in radio, yet its business model has evolved to focus significantly on digital advertising [1]

Company Overview - Townsquare Media, Inc. is a community-focused digital and broadcast media and digital marketing solutions company primarily targeting markets outside the top 50 in the U.S. [4] - The company operates Townsquare Ignite, a digital advertising division that utilizes proprietary programmatic advertising technology and a portfolio of over 400 local news and entertainment websites and mobile apps [4]. - Townsquare Interactive provides subscription digital marketing services to small and medium-sized businesses (SMBs), offering a SaaS business management platform, website design, SEO, and other digital services [4]. Upcoming Financial Results - Townsquare Media will release its first quarter 2025 financial results before the market opens on May 8, 2025 [1]. - A conference call to discuss these results will take place on the same day at 8:00 a.m. Eastern Time [1]. - The conference call can be accessed via a dial-in number and will also be available as a live webcast on the company's investor relations page [2].

Financial Data and Key Metrics Changes - In Q4 2024, net revenue increased by 2.6% year-over-year to $117.8 million, exceeding the guidance range [31] - Full year net revenue declined by 0.7% year-over-year to $451 million, within the guidance set at the beginning of the year [31] - Adjusted EBITDA for Q4 increased by 25.8% year-over-year to $31.2 million, while full year adjusted EBITDA was approximately flat, increasing by 0.4% to $100.4 million [32] Business Line Data and Key Metrics Changes - Digital Advertising net revenue grew by 5.5% year-over-year to $159 million, contributing 35% of total company net revenue [12][33] - Townsquare Interactive returned to year-over-year revenue growth in Q4 with a 1.9% increase, although full year revenue decreased by 8.4% [35] - Broadcast Advertising net revenue decreased by 4.1% in Q4 and declined by 1.3% for the full year, but segment profit increased by 11.1% year-over-year [36][38] Market Data and Key Metrics Changes - Digital revenue accounted for 52% of total net revenue, significantly higher than the industry average [11] - Digital Advertising growth accelerated to 15.5% in Q4, driven by strong programmatic advertising [17][33] - The company expects Digital Advertising revenue growth rates to continue in the high-single-digits for Q1 2025 [48] Company Strategy and Development Direction - The company is focused on a Digital First strategy, with plans to invest heavily in digital platforms and solutions [11][45] - The Media Partnership Division was launched to expand third-party revenue streams, with expectations of significant growth in the coming years [15][91] - The company views the Broadcast segment as a mature cash cow, while anticipating continued declines in revenue but maintaining strong profit margins [28][102] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the advertising market's health despite economic uncertainties, expecting strong growth in Digital Advertising [110][114] - The company anticipates a continued shift from traditional advertising to digital, benefiting from its comprehensive digital solutions [28][80] - Management expects to maintain a strong cash flow generation and continue to reduce debt while supporting a high-yielding dividend [40][46] Other Important Information - The company ended 2024 with $33 million in cash and generated $49 million in cash flow from operations [8][40] - A successful refinancing of debt was completed, extending maturities until 2030 [42][54] - The Board approved a dividend increase to $0.20 per share, reflecting confidence in the company's strategy and cash flow [46] Q&A Session Summary Question: Can you provide more details on Townsquare Interactive's subscriber numbers and expectations for Q1 2025? - Management noted that subscriber growth has returned, with expectations for revenue growth to double from Q4's 2% to at least 4% in Q1 2025, alongside a projected profit increase of 20% [63][64] Question: What are the current subscription rates for Townsquare Interactive? - The average revenue per user (ARPU) remains around $300, with some offerings exceeding $400, but management expects this to remain stable over the next two years [69][72] Question: How does the company view potential M&A opportunities in light of deregulation? - Management believes they are well-positioned to acquire radio assets, particularly in markets outside the top 50, and sees potential for both acquisitions and partnerships to drive growth [86][90] Question: What is the outlook for Broadcast revenue trends excluding political advertising? - Management expects Broadcast revenue to decline in line with previous years, projecting a 6% decline for 2025, while emphasizing the growth potential in Digital Advertising [101][102] Question: How is the company managing economic uncertainty in its Interactive and Ignite businesses? - Management reported that despite economic challenges, the advertising market remains healthy, with strong growth expected in Digital Advertising and Interactive segments [110][114]

Investor Presentation INVESTOR PRESENTATION March 2025 FORWARD-LOOKING STATEMENTS AND NON-GAAP FINANCIAL MEASURES 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 ...