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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q

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

For the quarterly period ended September 30, 2024

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 other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
One Manhattanville Road
Suite 202
Purchase,
New York
10577
(Address of Principal Executive Offices, including Zip Code)
(203) 861-0900
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, $0.01 par value per shareTSQThe New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ☒    No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes ☒   No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer☐Accelerated filer☒
Non-accelerated filer☐Smaller reporting company☒
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ☐    No ☒
As of November 1, 2024, the registrant had 15,547,213 outstanding shares of common stock consisting of: (i) 14,231,917 shares of Class A common stock, par value $0.01 per share and (ii) 815,296 shares of Class B common stock, par value $0.01 per share; and (iii) 500,000 shares of Class C common stock, par value $0.01 per share.


TOWNSQUARE MEDIA, INC.

INDEX


1

PART I. FINANCIAL INFORMATION
Item 1.    Financial Statements
TOWNSQUARE MEDIA, INC.
CONSOLIDATED BALANCE SHEETS
(in Thousands, Except Share and Per Share Data)

September 30,
2024		December 31,
2023
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents$21,786 $61,046 
Accounts receivable, net of allowance for credit losses of $4,131 and $4,041, respectively
57,654 60,780 
Prepaid expenses and other current assets12,759 10,356 
Total current assets92,199 132,182 
Property and equipment, net110,428 110,194 
Intangible assets, net165,179 200,306 
Goodwill152,903 157,270 
Investments975 3,542 
Operating lease right-of-use assets42,460 46,887 
Other assets763 1,165 
Restricted cash509 503 
Total assets$565,416 $652,049 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$3,799 $5,036 
Deferred revenue
9,092 9,059 
Accrued compensation and benefits
12,007 13,085 
Accrued expenses and other current liabilities26,986 25,112 
Operating lease liabilities, current9,487 9,376 
Accrued interest5,501 14,420 
Total current liabilities66,872 76,088 
Long-term debt, net of deferred finance costs of $2,234 and $3,960, respectively
476,702 499,658 
Deferred tax liability25,163 11,856 
Operating lease liability, net of current portion38,153 41,437 
Other long-term liabilities10,989 13,099 
Total liabilities617,879 642,138 
Stockholders’ equity:
Class A common stock, par value $0.01 per share; 300,000,000 shares authorized; 15,196,963 and 14,023,767 shares issued and outstanding, respectively
152 140 
Class B common stock, par value $0.01 per share; 50,000,000 shares authorized; 815,296 and 815,296 shares issued and outstanding, respectively
8 8 
Class C common stock, par value $0.01 per share; 50,000,000 shares authorized; 500,000 and 1,961,341 shares issued and outstanding, respectively
5 20 
    Total common stock165 168 
 Treasury stock, at cost; 965,399 and 183,768 shares of Class A common stock, respectively
(11,218)(2,177)
    Additional paid-in capital304,097 310,612 
    Accumulated deficit(349,000)(302,193)
    Non-controlling interest3,493 3,501 
Total stockholders’ equity(52,463)9,911 
Total liabilities and stockholders’ equity$565,416 $652,049 

See Notes to Unaudited Consolidated Financial Statements
2

TOWNSQUARE MEDIA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in Thousands, Except Per Share Data)
(unaudited)
Three Months Ended 
September 30,		Nine Months Ended 
September 30,
2024202320242023
Net revenue$115,311 $115,104 $333,169 $339,445 
Operating costs and expenses:
Direct operating expenses, excluding depreciation, amortization, and stock-based compensation83,794 81,323 246,201 245,301 
Depreciation and amortization4,947 4,717 14,896 14,496 
Corporate expenses6,063 6,604 17,762 18,911 
Stock-based compensation2,867 2,350 14,062 6,228 
Transaction and business realignment costs645 161 3,683 764 
Impairment of intangible assets, investments, goodwill and long-lived assets
2,008 30,970 36,264 65,697 
Net gain on sale and retirement of assets(110)(362)(66)(703)
    Total operating costs and expenses100,214 125,763 332,802 350,694 
    Operating income (loss)15,097 (10,659)367 (11,249)
Other expense (income):
Interest expense, net9,175 9,343 27,418 28,215 
  Gain on repurchases of debt(8)(430)(11)(1,249)
Other income, net(277)(547)(4,974)(6,451)
Income (loss) from operations before tax6,207 (19,025)(22,066)(31,764)
  Income tax (benefit) provision(5,129)17,478 13,903 9,380 
Net income (loss)$11,336 $(36,503)$(35,969)$(41,144)
Net income (loss) attributable to:
     Controlling interests$10,847 $(36,999)$(37,261)$(42,620)
     Non-controlling interests$489 $496 $1,292 $1,476 
Basic income (loss) per share$0.71 $(2.27)$(2.38)$(2.52)
Diluted income (loss) per share$0.63 $(2.27)$(2.38)$(2.52)
Weighted average shares outstanding:
     Basic 15,296 16,277 15,650 16,897 
     Diluted17,227 16,277 15,650 16,897 

See Notes to Unaudited Consolidated Financial Statements
3

TOWNSQUARE MEDIA, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in Thousands, Except Share Data)
(unaudited)

Shares of Common StockTreasury Stock
Class AClass BClass CClass A
SharesSharesSharesSharesCommon
Stock		Treasury StockAdditional
Paid-in Capital		Accumulated
Deficit		Non-
Controlling
Interest		Total
Balance at January 1, 202414,023,767 815,296 1,961,341 183,768 $168 $(2,177)$310,612 $(302,193)$3,501 $9,911 
Net income— — — — — — — 1,136 417 1,553 
Conversion of common shares(1)
1,961,341 — (1,961,341)— — — — — — — 
Settlement of options(2)
— — — — — — (6,902)— — (6,902)
Dividends declared ($0.1975 per share)
— — — — — — — (3,158)— (3,158)
Stock-based compensation— — — — — — 2,162 — — 2,162 
Treasury stock acquired at cost(3)
— — — 396,759 — (4,299)— — — (4,299)
Common stock issued under exercise of stock options263,053 — — — 3 — 2,202 — — 2,205 
ESPP shares issued42,360 — — — — — 403 — — 403 
Issuance of restricted stock(4)
143,737 — — — 1 — (1)— — — 
Shares withheld to satisfy tax withholdings(3,108)— — — — — (35)— — (35)
Balance at March 31, 202416,431,150 815,296 — 580,527 $172 $(6,476)$308,441 $(304,215)$3,918 $1,840 
Net (loss) income— — — — — — — (49,244)386 (48,858)
Repurchase of stock(5)
(1,500,000)— — — (15)— (14,625)— — (14,640)
Dividends declared ($0.1975 per share)
— — — — — — — (3,174)— (3,174)
Stock-based compensation— — — — — — 2,717 — — 2,717 
Common stock issued under exercise of stock options294,962 — — — 3 — 2,629 — — 2,632 
Treasury stock acquired at cost (3)
— — — 259,934 — (3,353)— — — (3,353)
Issuance of restricted stock (4)
72,690 — — — 1 — (1)— — — 
Cash distributions to non-controlling interests— — — — — — — — (1,300)(1,300)
Balance at June 30, 202415,298,802 815,296 — 840,461 $161 $(9,829)$299,161 $(356,633)$3,004 $(64,136)
Net income— — — — — — — 10,847 489 11,336 
Conversion of common shares (1)
(500,000)— 500,000 — — — — — — — 
Dividends declared ($0.1975 per share)
— — — — — — — (3,214)— (3,214)
Stock-based compensation— — — — — — 2,005 — — 2,005 
Common stock issued under exercise of stock options349,778 — — — 4 — 2,626 — — 2,630 
Treasury stock acquired at cost (3)
— — — 124,938 — (1,389)— — — (1,389)
ESPP shares issued33,486 — — — — — 305 — — 305 
Issuance of restricted stock (4)
14,897 — — — — — — — — — 
Balance at September 30, 202415,196,963 815,296 500,000 965,399 $165 $(11,218)$304,097 $(349,000)$3,493 $(52,463)
(1) During the three months ended March 31, 2024, direct holders of Class C Common Stock converted approximately 2.0 million shares into an equal number of Class A Common Stock. During the three months ended September 30, 2024, direct holders of Class A Common Stock converted approximately 0.5 million shares into an equal number of Class C Common Stock. Except as expressly provided in our certificate of incorporation, the Class A common stock, Class B common stock and Class C common stock have equal economic rights and rank equally, share ratably and are identical in all respects as to all matters. Class C common stock is not redeemable, but is convertible 1:1 (including automatically upon certain transfers) into Class A common stock.
(2) During the three months ended March 31, 2024, the Company launched a program that offered certain holders a cash settlement of options. Refer to Note 9, Stockholders' Equity, in the accompanying Notes to Consolidated Financial Statements for additional information related to the settlement.
(3) Represents shares repurchased under the terms of the Company's stock repurchase plan pursuant to which the Company is authorized to repurchase up to $50 million of the Company’s issued and outstanding Class A common stock over a three-year period, the "2021 Stock Repurchase Plan." Refer to Note 9, Stockholders' Equity, in the accompanying Notes to Consolidated Financial Statements for additional information related to the stock repurchases.
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(4) Refer to Note 9, Stockholders' Equity, in the accompanying Notes to Consolidated Financial Statements for additional information related to shares issued.
(5) On April 1, 2024, the Company repurchased 1.5 million shares of the Company’s Class A common stock. For further discussion on the repurchase, see Note 9, Stockholders' Equity, in the accompanying Notes to Consolidated Financial Statements.


Shares of Common StockTreasury Stock
Class AClass BClass CClass A
SharesSharesSharesSharesCommon
Stock		Treasury StockAdditional
Paid-in Capital		Accumulated DeficitNon-
Controlling
Interest		Total
Balance at January 1, 202312,964,312 815,296 3,461,341 — $173 $— $309,645 $(244,298)$3,559 $69,079 
Net (loss) income— — — — — — — (2,421)480 (1,941)
Dividends declared ($0.1875 per share)
— — — — — — — (3,343)— (3,343)
Stock-based compensation— — — — — — 1,772 — — 1,772 
Common stock issued under exercise of stock options5,000 — — — — — 31 — — 31 
ESPP shares issued65,732 — — — — — 430 — — 430 
Issuance of restricted stock82,263 — — — 1 — (1)— — — 
Balance at March 31, 202313,117,307 815,296 3,461,341 — $174 $— $311,877 $(250,062)$4,039 $66,028 
Net (loss) income— — — — ——— (3,200)500 (2,700)
Repurchase of stock— — (1,500,000)— (15)— (14,535)— — (14,550)
Dividends declared ($0.1875 per share)
— — — — — — — (3,148)— (3,148)
Stock-based compensation— — — — ——2,106 — — 2,106 
Common stock issued under exercise of stock options551,121 — — — 5—4,272 — — 4,277 
Treasury stock acquired at cost (3)
— — — 89,568 — (1,135)— — — (1,135)
Cash distributions to non-controlling interests— — — — ——— — (1,499)(1,499)
Balance at June 30, 202313,668,428 815,296 1,961,341 89,568 $164 $(1,135)$303,720 $(256,410)$3,040 $49,379 
Net (loss) income— — — — — — — (36,999)496 (36,503)
Dividends declared ($0.1875 per share)
— — — — — — — (3,164)— (3,164)
Stock-based compensation— — — — — — 2,350 — — 2,350 
Common stock issued under exercise of stock options132,314 — — — 2—1,130 — — 1,132 
Issuance of restricted stock17,752 — — — ——— — — — 
ESPP shares issued45,977 — — — 1— 298 — — 299 
Treasury stock acquired at cost (3)
— — — 94,200 — (1,059)— — — (1,059)
Balance at September 30, 202313,864,471 815,296 1,961,341 183,768 $167 $(2,194)$307,498 $(296,573)$3,536 $12,434 




See Notes to Unaudited Consolidated Financial Statements
5

TOWNSQUARE MEDIA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in Thousands)
(unaudited)
Nine Months Ended September 30,
20242023
Cash flows from operating activities:
Net loss$(35,969)$(41,144)
Adjustments to reconcile net loss to net cash provided by operating activities:
     Depreciation and amortization14,896 14,496 
     Amortization of deferred financing costs1,576 1,567 
     Non-cash lease (income) expense(558)69 
     Net deferred taxes and other13,307 8,817 
     Allowance for credit losses4,036 2,817 
     Stock-based compensation expense14,062 6,228 
     Gain on repurchases of debt(11)(1,249)
     Trade and barter activity, net(993)(1,352)
     Impairment of intangible assets, investments, goodwill and long-lived assets36,264 65,697 
  Realized gain on sale of digital assets— (839)
     Gain on sale of investment(4,054)(5,210)
     Unrealized gain on investment(202)493 
  Amortization of content rights3,667 3,645 
  Change in content rights liabilities(3,747)(1,819)
  Reimbursement of equipment modification costs— (1,487)
     Other1,837 (1,276)
Changes in assets and liabilities
   Accounts receivable(1,117)(3,037)
   Prepaid expenses and other assets(1,516)5,130 
   Accounts payable(1,231)646 
   Accrued expenses(10,812)(3,845)
   Accrued interest(8,920)(9,443)
   Other long-term liabilities42 60 
Net cash provided by operating activities20,557 38,964 
Cash flows from investing activities:
   Purchases of property and equipment(13,771)(11,373)
Proceeds from sale of digital assets— 2,975 
   Proceeds from insurance recoveries336 721 
   Proceeds from sale of assets and investment related transactions5,829 7,277 
Net cash used in investing activities(7,606)(400)
Cash flows from financing activities:
Repurchases of 2026 Notes(24,521)(25,621)
Dividend payments(9,267)(6,285)
   Proceeds from stock options exercised7,252 5,440 
Shares withheld in lieu of employee tax withholding(35)— 
   Withholdings for shares issued under the ESPP708 729 
   Repurchases of stock(23,551)(16,645)
   Cash distribution to non-controlling interests(1,300)(1,499)
   Repayments of capitalized obligations(1,491)(140)
      Net cash used in financing activities(52,205)(44,021)
  Cash and cash equivalents and restricted cash:
      Net decrease in cash, cash equivalents and restricted cash(39,254)(5,457)
      Beginning of period61,549 43,913 
      End of period$22,295 $38,456 
See Notes to Unaudited Consolidated Financial Statements
6

TOWNSQUARE MEDIA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(in Thousands)
(unaudited)
Nine Months Ended 
September 30,
20242023
Supplemental Disclosure of Cash Flow Information:
Cash payments:
Interest$35,390 $37,273 
Income taxes945 1,122 
Supplemental Disclosure of Non-cash Activities:
Dividends declared, but not paid during the period$3,214 $3,164 
Property and equipment acquired in exchange for advertising (1)
772 550 
Accrued capital expenditures79 229 
Supplemental Disclosure of Cash Flow Information relating to Leases:
Cash paid for amounts included in the measurement of operating lease liabilities, included in operating cash flows
$9,175 $8,850 
Right-of-use assets obtained in exchange for operating lease obligations
4,691 4,035 
Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents$21,786 $37,955 
Restricted cash509 501 
$22,295 $38,456 
(1) Represents total advertising services provided by the Company in exchange for property and equipment during each of the nine months ended September 30, 2024 and 2023, respectively.


See Notes to Unaudited Consolidated Financial Statements

7

TOWNSQUARE MEDIA, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Organization and Basis of Presentation

Description of the Business

Townsquare is a community-focused digital media and subscription digital marketing solutions company with market leading local radio stations, principally focused outside the top 50 markets in the U.S. Our integrated and diversified products and solutions enable local, regional and national advertisers to target audiences across multiple platforms, including digital, mobile, social, video, streaming, e-commerce, radio and events. Our assets include a subscription digital marketing solutions business (“Townsquare Interactive”), providing a business management platform, website design, creation and hosting, search engine optimization, social platforms and online reputation management for small to medium sized businesses; a robust digital advertising division (“Townsquare Ignite,” or “Ignite”), a powerful combination of a) an owned and operated portfolio of more than 400 local news and entertainment websites and mobile apps along with a network of leading national music and entertainment brands, collecting valuable first party data and b) a proprietary digital programmatic advertising technology stack with an in-house demand and data management platform; and a portfolio of 349 local terrestrial radio stations in 74 U.S. markets strategically situated outside the Top 50 markets in the United States. Our portfolio includes local media brands such as WYRK.com, WJON.com and NJ101.5.com, and premier national music brands such as XXLmag.com, TasteofCountry.com, UltimateClassicRock.com, and Loudwire.com.

Current economic challenges, including high and sustained inflation and interest rates have caused and could continue to cause economic uncertainty and volatility. These factors could result in advertising and subscription digital marketing solutions cancellations, declines in the purchase of new advertising by our clients, declines in the addition of new digital marketing solutions subscribers, and increases to our operating expenses. We monitor economic conditions closely, and in response to observed or anticipated reductions in revenue, we may institute precautionary measures to address the potential impact to our consolidated financial position, consolidated results of operations, and liquidity, including wage reduction efforts and controlling non-essential capital expenditures.

The extent of the impact of current economic conditions will depend on future actions and outcomes, all of which remain fluid and cannot be predicted with confidence (including effects on advertising activity, consumer discretionary spending and our employees in the markets in which we operate).

Basis of Presentation

The accompanying Unaudited Consolidated Financial Statements should be read in conjunction with the Company’s audited Consolidated Financial Statements and related notes thereto included in the Company's Annual Report on Form 10-K (the "2023 Annual Report on Form 10-K"). The accompanying unaudited interim Consolidated Financial Statements include the consolidated accounts of the Company and its wholly-owned subsidiaries, with all significant intercompany balances and transactions eliminated in consolidation. These financial statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. All adjustments (consisting only of normal, recurring adjustments) necessary for a fair presentation of results of operations and financial condition as of the end of the interim periods have been included. The results of operations for the three and nine months ended September 30, 2024, cash flows for the nine months ended September 30, 2024, and the Company’s financial condition as of such date are not necessarily indicative of the results of operations or cash flows that can be expected for, or the Company’s financial condition as of, any other interim period or for the fiscal year ending December 31, 2024. The Consolidated Balance Sheet as of December 31, 2023 is derived from the audited Consolidated Financial Statements at that date.


8

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosures of contingent assets and liabilities. On an ongoing basis, the Company evaluates its significant estimates, including those related to assumptions used in determining the fair value of assets and liabilities acquired in a business combination, impairment testing of intangible assets, valuation and impairment testing of long-lived tangible assets and investments, the present value of leasing arrangements, share-based payment expense and the calculation of allowance for credit losses and income taxes. The Company bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the result of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Actual amounts and results may differ materially from these estimates under different assumptions or conditions.

Note 2. Summary of Significant Accounting Policies

There have been no significant changes in the Company’s accounting policies since December 31, 2023. For the Company's detailed accounting policies please refer to the Consolidated Financial Statements and related notes thereto included in the Company's 2023 Annual Report on Form 10-K.

Recently Issued Standards That Have Not Yet Been Adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting – Improvements to Reportable Segments Disclosures, which enhances disclosures of significant segment expenses by requiring the disclosure of significant segment expenses regularly provided to the chief operating decision maker, extending certain annual disclosures to interim periods, and permitting more than one measure of segment profit or loss to be reported under certain conditions. The amendments are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption of the amendment is permitted, including adoption in any interim periods for which financial statements have not been issued. As this update only requires additional disclosures, the adoption of this standard is not expected to have a significant impact on the Consolidated Financial Statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires additional categories of information about federal and state income taxes in the rate reconciliation table and to provide more details about reconciling items in some categories if items meet a quantitative threshold. The guidance also requires the disclosure of income taxes paid, net of refunds, disaggregated by federal and state taxes for annual periods and to disaggregate the information by jurisdiction based on a quantitative threshold. The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. As this update only requires additional disclosures, the adoption of this standard is not expected to have a significant impact on the Consolidated Financial Statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, which requires the disclosure in the notes to financial statements, information about certain costs and expenses including, purchases of inventory, employee compensation, depreciation and intangible asset amortization. The guidance also requires a qualitative description of amounts remaining in certain expense captions that are not separately disaggregated on a quantitative basis, as well as the disclosure of the total amount of selling expenses. The guidance is effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted.

Note 3. Revenue Recognition

The following tables present a disaggregation of our revenue by reporting segment and revenue from political sources and all other sources (in thousands) for the three and nine months ended September 30, 2024 and 2023:

9

Three Months Ended September 30, 2024
Three Months Ended September 30, 2023
Subscription Digital Marketing SolutionsDigital AdvertisingBroadcast AdvertisingOtherTotalSubscription Digital Marketing SolutionsDigital AdvertisingBroadcast AdvertisingOtherTotal
Net Revenue (ex Political)$19,080 $40,716 $50,775 $1,040 $111,611 $20,257 $38,943 $53,618 $1,659 $114,477 
Political— 145 3,555 — 3,700 — 66 561 — 627 
Net Revenue$19,080 $40,861 $54,330 $1,040 $115,311 $20,257 $39,009 $54,179 $1,659 $115,104 

Nine Months Ended September 30, 2024
Nine Months Ended September 30, 2023
Subscription Digital Marketing SolutionsDigital AdvertisingBroadcast AdvertisingOtherTotalSubscription Digital Marketing SolutionsDigital AdvertisingBroadcast AdvertisingOtherTotal
Net Revenue (ex Political)$55,848 $116,177 $147,563 $7,362 $326,950 $63,086 $113,715 $152,704 $8,695 $338,200 
Political— 364 5,855 — 6,219 — 127 1,118 — 1,245 
Net Revenue$55,848 $116,541 $153,418 $7,362 $333,169 $63,086 $113,842 $153,822 $8,695 $339,445 

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

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

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

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

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

For all customer contracts, we evaluate whether we are the principal (i.e., report revenue on a gross basis) or the agent (i.e., report revenue on a net basis). Generally, we report revenue for advertising placed on Townsquare properties on a gross basis (the amount billed to our customers is recorded as revenue, and the amount paid to our publishers is recorded as a cost of revenue). We are the principal because we control the advertising inventory before it is transferred to our customers.
10

Our control is evidenced by our sole ability to monetize the advertising inventory, being primarily responsible to our customers, having discretion in establishing pricing, or a combination of these factors. We also generate revenue through agency relationships in which revenue is reported net of agency commissions. Agency commissions are calculated based on a stated percentage applied to gross billing revenue for advertisers that use agencies.

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

September 30,
2024
December 31, 
2023
Accounts Receivable$57,654 $60,780 
Short-term contract liabilities (deferred revenue)$9,092 $9,059 
Contract Acquisition Costs$6,600 $5,175 

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

Our contract liabilities include cash payments received or due in advance of satisfying our performance obligations and digital subscriptions in which payment is received in advance of the service and month. These contract liabilities are recognized as revenue as the related performance obligations are satisfied. As of September 30, 2024, and December 31, 2023, the balance in the contract liabilities was $9.1 million and $9.1 million, respectively. The increase in the contract liabilities balance at September 30, 2024 is primarily driven by cash payments received or due in advance of satisfying our performance obligations, offset by $0.7 million and $7.8 million of recognized revenue for the three and nine months ended September 30, 2024. For the three and nine months ended September 30, 2023, we recognized $0.6 million and $9.1 million of revenue that was previously included in our deferred revenue balance. No significant changes in the time frame of the satisfaction of contract liabilities have occurred during the three and nine months ended September 30, 2024.

Our capitalized contract acquisition costs include amounts related to sales commissions paid for signed contracts with perceived durations exceeding one year. We defer the related sales commission costs and amortize such costs to expense in a manner that is consistent with how the related revenue is recognized over the duration of the related contracts. We have evaluated the average customer contract duration (initial term and any renewals) to determine the appropriate amortization period for these contractual arrangements. Capitalized contract acquisition costs are recognized in prepaid expenses and other current assets in the accompanying consolidated balance sheets. As of September 30, 2024 and December 31, 2023, we had a balance of $6.6 million and $5.2 million, respectively, in capitalized contract acquisition costs and recognized $1.0 million and $3.2 million of amortization for the three and nine months ended September 30, 2024, respectively. For the three and nine months ended September 30, 2023, we recognized $1.8 million and $5.1 million of amortization, respectively. No impairment losses have been recognized or changes made to the time frame for performance of the obligations related to deferred contract assets during the three and nine months ended September 30, 2024 and 2023.

Arrangements with Multiple Performance Obligations

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

11

Performance Obligations

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

Allowance for Credit Losses

The Company maintains an allowance for credit losses, which represents the portion of accounts receivable that is not expected to be collected over the duration of its contractual life. Credit losses are recorded when the Company believes a customer, or group of customers, may not be able to meet their financial obligations. Account balances are charged off against the allowance when it is probable the receivable will not be recovered.

The change in the allowance for credit losses for the nine months ended September 30, 2024 was as follows (in thousands):

Balance at December 31, 2023$4,041 
Provision for credit losses4,036 
Amounts written off against allowance, net of recoveries(3,946)
Balance at September 30, 2024$4,131 

Note 4. Property and Equipment, net

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

September 30, 2024
December 31, 2023
Land and improvements
$18,781 $19,320 
Buildings and leasehold improvements
59,348 58,302 
Broadcast equipment
111,143 107,663 
Computer and office equipment
26,477 25,097 
Furniture and fixtures
22,477 22,384 
Transportation equipment
18,809 18,573 
Software development costs
50,635 45,347 
Total property and equipment, gross
307,670 296,686 
Less accumulated depreciation and amortization
(197,242)(186,492)
Total property and equipment, net
$110,428 $110,194 

Depreciation and amortization expense for property and equipment was $4.3 million and $4.1 million for the three months ended September 30, 2024 and 2023, respectively and $13.1 million and $12.7 million for the nine months ended September 30, 2024 and 2023, respectively.

During the nine months ended September 30, 2024, the Company recognized $0.3 million in impairment charges related to ROU assets associated with tower and land leases in 3 local markets and a $0.1 million impairment charge related to the pending sale of a station in Trenton, NJ.

During the nine months ended September 30, 2023, the Company recognized a total of $0.7 million in gains on the sale of buildings and land in the Bozeman, MT, and Yakima, WA, markets respectively.

During the nine months ended September 30, 2023, the company recognized $0.4 million in impairment charges related to the sale of land and buildings in Battle Creek, MI and a total of $0.4 million in impairment charges to right of use assets associated with the abandonment of leased office space in Purchase and Binghamton, NY.
12


The Company had no material right of use assets related to its finance leases as of September 30, 2024 and December 31, 2023.

Note 5. Goodwill and Other Intangible Assets

Indefinite-lived intangible assets

Indefinite-lived assets consist of FCC broadcast licenses, goodwill and investment in digital assets.

FCC Broadcast Licenses

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

The Company evaluates its FCC licenses for impairment annually or more frequently if events or changes in circumstances indicate that the assets might be impaired. Due to changes in the weighted average cost of capital and changes in forecasted traditional broadcast revenues in the markets in which we operate, the Company quantitatively evaluated the fair value of its FCC licenses at September 30, June 30, and March 31, 2024.

The key assumptions used in applying the direct valuation method are summarized as follows:

September 30, 2024
Discount Rate15.4%
Long-term Revenue Growth Rate(0.5)%
LowHigh
Mature Market Share*20.7%75.0%
Operating Profit Margin23.1%46.7%

June 30, 2024
Discount Rate16.5%
Long-term Revenue Growth Rate0.0%
LowHigh
Mature Market Share*20.7%75.0%
Operating Profit Margin23.1%46.7%

March 31, 2024
Discount Rate13.7%
Long-term Revenue Growth Rate0.0%
LowHigh
Mature Market Share*22.0%73.0%
Operating Profit Margin23.1%46.7%
* Market share assumption used when reliable third-party data is available. Otherwise, Company results and forecasts are utilized.

13

Based on the results of the interim impairment assessments of our FCC licenses, the Company incurred no impairment charges during the third quarter of 2024, and $29.7 million of impairment charges for the nine months ended September 30, 2024, for FCC licenses in 26 of our 74 local markets. The impairment charges were primarily driven by increases in the discount rate applied in the valuation of our FCC licenses due to an increase in the weighted average cost of capital for the respective periods and decreases in third-party forecasts of broadcast revenues. The increases in the weighted average cost of capital were driven by changes in the market data, specifically industry bond yields, utilized in determining the discount rate applied in the valuation of our FCC licenses. The Company recorded an impairment charge of $23.6 million and $48.4 million for FCC licenses in 24 and 32 of our 74 local markets for the three and nine months ended September 30, 2023.

Unfavorable changes in key assumptions utilized in the impairment assessment of our FCC licenses may affect future testing results. For example, keeping all other assumptions constant, a 100-basis point increase in the weighted average cost of capital as of the date of our last quantitative assessment would cause the estimated fair values of our FCC licenses to decrease by $21.1 million which would have resulted in an impairment charge of $3.3 million as of September 30, 2024. Further, a 100-basis point decline in the long-term revenue growth rate would cause the estimated fair values of our FCC licenses to further decrease by $10.5 million which would have resulted in an impairment charge of $9.0 million as of September 30, 2024. Finally, a 100-basis point decline in operating profit margins would result in a decrease in the estimated fair values of our FCC licenses of $10.3 million which would result in an impairment charge of $9.0 million.

Assumptions used to estimate the fair value of our FCC licenses are also dependent upon the expected performance and growth of our traditional broadcast radio operations. In the event broadcast radio revenue experiences actual or anticipated declines, such declines will have a negative impact on the estimated fair value of our FCC licenses, and the Company could recognize additional impairment charges, which could be material.

Goodwill

For goodwill impairment testing, the Company has selected December 31st as the annual testing date. In addition to the annual impairment test, the Company regularly assesses whether a triggering event has occurred, which would require interim impairment testing. As of December 31, 2023, the fair values of our National Digital, Townsquare Ignite, Analytical Services, and Townsquare Interactive reporting units were in excess of their respective carrying values by approximately 117%, 41%, 157%, and 147%, respectively. The Local Advertising and Amped reporting units had no goodwill as of December 31, 2023.

The Company considered whether any events have occurred or circumstances have changed from the last quantitative analysis performed as of December 31, 2023 that would indicate that the fair value of the Company's reporting units may be below their carrying amounts. During the third quarter of 2024, the Company concluded that the carrying amount of the Live Events reporting unit exceeded its fair value, resulting in the recognition of a non-cash goodwill impairment charge of $1.7 million. During the second quarter of 2024, the Company concluded that the carrying amount of the National Digital and Live Events reporting units exceeded their fair values, resulting in the recognition of a non-cash goodwill impairment charges of $1.8 million and $0.9 million, respectively. In total, the company recorded $4.4 million of non-cash goodwill impairment charges during the nine months ended September 30, 2024.

Interim impairment assessments were considered necessary as a result of declines in revenues and profit and increases in the weighted average cost of capital. The Company did not identify indicators of impairment related to any other reporting units that would have required an interim impairment assessment during the three months ended September 30, 2024. The Local Advertising, Amped, and Live Events reporting units had no goodwill as of September 30, 2024.

The fair value of the Live Events reporting unit was determined using an income approach whereby the fair value was calculated utilizing discounted estimated future cash flows. The income approach requires several assumptions including future sales growth, EBITDA (earnings before interest, taxes, depreciation and amortization) margins, and capital expenditures and discount rates which are the basis for the information used in the discounted cash flow model. The weighted-average cost of capital used in testing the Live Events reporting unit for impairment was 13.4%, with a perpetual growth rate of 3.2%.

The following table presents changes in goodwill by segment during the nine months ended September 30, 2024:
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Subscription Digital Marketing SolutionsDigital AdvertisingBroadcast AdvertisingOtherTotal
Balance at December 31, 2023$77,000 $77,687 $— $2,583 $157,270 
Impairment— (1,784)— (2,583)(4,367)
Balance at September 30, 2024$77,000 $75,903 $— $— $152,903 

Digital Assets

During the first quarter of 2022, the Company invested an aggregate of $5.0 million in digital assets. They were accounted for as indefinite-lived intangible assets in accordance with ASC 350, Intangibles - Goodwill and Other, included as a component of intangible assets, net on the Consolidated Balance Sheet. Any decrease in the digital assets' fair values below our carrying values at any time subsequent to acquisition was recognized as an impairment charge. No upward revisions for any market price increases were recognized.

In early March 2023, the Company sold its digital assets with a carrying value of $2.1 million, recognizing a gain on the sale of $0.8 million, which was included as a component of Other (income) expense, net on the Consolidated Statements of Operations.

Definite-lived intangible assets

The Company’s definite-lived intangible assets were acquired primarily in various acquisitions as well as in connection with the acquisition of software and music licenses.

The following tables present details of our intangible assets as of September 30, 2024 and December 31, 2023, respectively (in thousands):

September 30, 2024
Weighted Average Useful Life (in Years)Gross Carrying AmountAccumulated AmortizationNet Carrying Amount
Intangible Assets:
FCC licenses
Indefinite$151,582 $— $151,582 
Content rights and other intangible assets
2 - 8
32,518 (18,921)13,597 
Total
$184,100 $(18,921)$165,179 

December 31, 2023
Weighted Average Useful Life (in Years)Gross Carrying AmountAccumulated AmortizationNet Carrying Amount
Intangible Assets:
FCC licenses
Indefinite$181,236 $— $181,236 
Content rights and other intangible assets
3 - 9
32,630 (13,560)19,070 
Total
$213,866 $(13,560)$200,306 

Amortization of definite-lived intangible assets was $1.8 million for the three months ended September 30, 2024 and 2023, respectively, and $5.5 million and $5.4 million for the nine months ended September 30, 2024 and 2023, respectively.

15

Estimated future amortization expense for each of the five succeeding fiscal years and thereafter as of September 30, 2024 is as follows (in thousands):

2024 (remainder)$1,824 
20253,609 
20263,195 
20271,978 
20281,880 
Thereafter1,111 
$13,597 

Note 6. Investments

Long-term investments consist of minority holdings in various companies. As management does not exercise significant influence over operating and financial policies of the investees, the investments are not consolidated or accounted for under the equity method of accounting. The initial valuation of equity securities is based upon an estimate of market value at the time of investment, or upon a combination of valuation analyses using both observable and unobservable inputs categorized as Level 2 and Level 3 within the ASC 820 framework.

In accordance with ASC 321, Investments - Equity Securities, the Company measures its equity securities at cost minus impairment, as their fair values are not readily determinable and the investments do not qualify for the net asset value per share practical expedient. The Company monitors its investments for any subsequent observable price changes in orderly transactions for the identical or a similar investment of the same investee, at which time the Company would adjust the then current carrying values of the related investment. Additionally, the Company evaluates its investments for any indicators of impairment.

Equity securities measured at cost minus impairment

During the three and nine months ended September 30, 2024, the Company recorded $0.2 million and $1.8 million of impairment charges for existing investments, respectively. During the three and nine months ended September 30, 2023, the Company recorded $4.4 million and $13.6 million of impairment charges for existing investments, respectively. The impairment charges were based on the implied fair values of the investees, as the Company became aware of objective evidence to indicate that the fair value of the investments were below their carrying amounts.

In February of 2024, one of the Company’s investees announced the completion of its acquisition in a private transaction. The Company recognized a $4.0 million gain on the transaction during the nine months ended September 30, 2024, based on total cash consideration received in the amount of $4.0 million. On April 12, 2023, one of the Company's investees was acquired as a result of a private transaction. The Company recognized a $5.2 million gain on the transaction, based on total consideration received in the amount of $6.0 million.

Equity securities measured at fair value

On July 2, 2021, one of the Company's investees completed its registration with the SEC and became a publicly traded company. During the three months ended September 2024, the company sold the investment for $1.1 million, recognizing an immaterial gain on sale. During the nine months ended September 30, 2024, the Company recognized a total unrealized net gain of $0.2 million as a result of changes in the fair value of the investee's common stock during the period. During the three and nine months ended September 30, 2023, the Company recorded an unrealized loss of $0.6 million and $0.5 million, respectively, as a result of changes in the fair value of the investee's common stock.

Unrealized gains and losses are included as a component of other expense (income) on the Unaudited Consolidated Financial Statements. The market price of the investee's common stock is categorized as Level 1 within the ASC 820 framework.

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Note 7. Long-Term Debt

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

September 30,
2024		December 31,
2023
2026 Notes$478,936 $503,618 
Deferred financing costs(2,234)(3,960)
Total long-term debt$476,702 $499,658 

During the three and nine months ended September 30, 2024, the Company voluntarily repurchased an aggregate $11.0 million and $24.7 million principal amount of its 2026 Notes below par, plus accrued interest, respectively. The Company wrote-off approximately $0.1 million and $0.2 million of unamortized deferred financing costs, recognizing immaterial net gains for the three and nine months ended September 30, 2024, respectively. The repurchased notes were canceled by the Company.

The 2026 Notes indenture contains certain covenants that may limit, among other things, our ability to; incur additional indebtedness, declare or pay dividends, redeem stock, transfer or sell assets, make investments or agree to certain restrictions on the ability of restricted subsidiaries to make payments to the Company. Certain of these covenants will be suspended if the 2026 Notes are assigned an investment grade rating by Standard & Poor’s Investors Ratings Services, Moody’s Investors Service, Inc. or Fitch Ratings, Inc. and no event of default has occurred and is continuing.

The Company was in compliance with its covenants under the 2026 Notes indenture as of September 30, 2024.

As of September 30, 2024, based on available market information, the estimated fair value of the 2026 Notes was $478.3 million. The Company used Level 2 measurements under the fair value measurement hierarchy established under Fair Value Measurement (Topic 820).

Annual maturities of the Company's long-term debt as of September 30, 2024 are as follows (in thousands):

2024 (remainder)$— 
2025— 
2026478,936 
2027— 
2028— 
Thereafter— 
$478,936 

Note 8. Income Taxes

The Company's effective tax rate for the three months ended September 30, 2024 and 2023 was approximately 82.6% and 91.9%, respectively. The Company's effective tax rate for the nine months ended September 30, 2024 and 2023 was approximately 63.0% and 29.5%, respectively.

The change in the effective tax rate for the three and nine months ended September 30, 2024, is driven by the valuation allowance for interest expense carryforwards resulting from non-cash impairment charges and an increase in certain non-deductible compensation costs recorded during the three and nine months ended September 30, 2024.

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

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Note 9. Stockholders' Equity

Stock Options

During the nine months ended September 30, 2024, eligible option holders tendered 907,793 options to purchase 907,793 shares of Townsquare common stock.

During the nine months ended September 30, 2024, the Company granted 124,093 options with grant date fair values ranging from $2.30 to $2.95 and vesting periods from three to five-years, each with ten-year terms. The Company also granted 73,738 options with grant date fair values of $2.68 to $2.86, respectively. These options contain market conditions whereby the options will vest and become exercisable subject to the achievement of a specified volume weighted average trading price ("VWAP") over a specified period and continued employment through the performance period each as observed and summarized below, respectively:

VWAP over 20 consecutive trading days of the three-year performance period
VWAPNumber of Options that Vest
$12.4024,577
$14.4024,577
$16.4024,584
73,738

No portion of the grants will vest unless the VWAP targets are achieved during the respective performance periods.

The grant date fair value of stock options with market conditions is estimated using the Monte Carlo option pricing model, while stock options containing only service conditions is estimated using the Black-Scholes option pricing model. Each model requires an estimate of the expected term of the option, the expected volatility of the Company’s common stock price, dividend yield and the risk-free interest rate. The below table summarizes the assumptions used to estimate the fair value of the equity options granted:

Monte Carlo ModelBlack-Scholes Model
Expected volatility53.0 %
51% - 52%
Expected term5.33 years
6.01 - 7.00 years
Risk free interest rate
4.03%
3.63% - 4.23%
Expected dividend yield7.14 %
7.14% - 8.32%

For options only containing service conditions, the expected term was calculated using the simplified method, defined as the midpoint between the vesting period and the contractual term of each award, due to the lack of sufficient and meaningful historical exercise data. For options with market-based conditions, the expected term was estimated based on when the options are expected to be exercised. The expected volatility was based on market conditions of the Company. The risk-free interest rate was based on the U.S. Treasury yield curve in effect on the date of grant which most closely corresponds to the expected term of the option.

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The following table summarizes all option activity for the nine months ended September 30, 2024:

OptionsWeighted Average Exercise PriceWeighted Average Remaining Contractual Life (years)Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 202311,056,324 $7.74 4.82$31,221 
  Granted - service conditions124,093 10.58 
  Granted - market conditions73,738 10.50 
  Exercised(907,793)8.23 2,624 
  Settled(3,186,653)8.75 11,468 
  Forfeited and expired(72,457)7.30 
Outstanding at September 30, 20247,087,252 $7.30 6.32$20,327 
Exercisable at September 30, 20243,554,516 $7.05 5.05$11,051 

The maximum contractual term of stock options is 10 years.

Restricted Stock Awards

During the nine months ended September 30, 2024, the Company granted 85,787 shares, including 61,905 shares to non-employee directors, with vesting periods of one to three years. The fair value of the restricted stock awards is equal to the closing share price on the date of grant.

The following table summarizes restricted stock activity for the nine months ended September 30, 2024:

Number of SharesWeighted Average Fair Value
Non-vested balance at January 1, 2024125,145$8.54 
  Shares granted85,787 10.83 
  Shares vested(83,584)8.00 
Non-vested balance at September 30, 2024127,348$10.44 

Restricted Stock Units

The following table summarizes restricted stock unit activity for the nine months ended September 30, 2024:

Number of SharesWeighted Average Fair Value
Non-vested balance at January 1, 2024873,265$7.69 
  Shares granted - service conditions— — 
  Shares granted - market conditions— — 
  Shares vested(145,537)8.45 
Non-vested balance at September 30, 2024727,728$7.54 

The Company did not grant any stock units during the nine months ended September 30, 2024.

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Employee Stock Purchase Plan

During the nine months ended September 30, 2024, a total of 75,846 shares of Class A common stock were issued under the 2021 Employee Stock Purchase Plan (the "ESPP").

For the three months ended September 30, 2024 and 2023, the Company recognized approximately $2.0 million and $2.4 million, respectively, of stock-based compensation expense with respect to options, restricted stock awards, restricted stock units and the ESPP. For the nine months ended September 30, 2024 and 2023, the Company recognized approximately $6.9 million and $6.2 million, respectively, of stock-based compensation expense with respect to options, restricted stock awards, restricted stock units and the ESPP.

As of September 30, 2024, total unrecognized stock-based compensation expense related to our stock options and restricted stock was $5.2 million and $4.3 million, respectively, and is expected to be recognized over a weighted average period of 2.0 years and 1.9 years, respectively.

Dividends Declared

On July 22, 2024 the board of directors approved a dividend of $0.1975 per share. The dividend of $3.0 million was paid to holders of record as of October 15, 2024 on November 1, 2024.

On October 28, 2024 the board of directors approved a dividend of $0.1975 per share. The dividend will be paid to holders of record as of January 21 2025, on February 1, 2025.

Stock Repurchase

On April 1, 2024, the Company repurchased 1.5 million shares of the Company’s Class A common stock from MSG National Properties, LLC (“MSG”) for total consideration in the aggregate amount of $14.6 million, or $9.76 per share. The shares were retired upon repurchase.

Stock Repurchase Plan

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

During the nine months ended September 30, 2024 a total of 2,281,631 shares of Class A common stock were repurchased. As of September 30, 2024, a total of 2,491,022 shares were repurchased under the 2021 Stock Repurchase Plan.

Option Settlement

In late March of 2024, the Company launched a program that offered certain holders a cash settlement of options that were granted in July 2014 following the completion of the Company's initial public offering. These options were approaching their expiration date in July 2024. The cash settlement amount to be paid to each holder was indexed to the closing price of the Company's Class A common stock, as reported on the New York Stock Exchange consolidated tape, as of the date prior to each respective cash settlement election date, less the respective option exercise price. During the nine months ended September 30, 2024, a total of $11.5 million was paid in connection with the cash settlement of 3.2 million options. During the nine months ended September 30, 2024, a total of $4.6 million of expense was recognized as a component of stock-based compensation in connection with the cash settlement of the options.

20

Stock Bonus Program

In April of 2024, the Company launched a stock bonus program that offered certain employees the option to receive their 2024 annual incentive compensation in the form of the Company's Class A common stock. The incentive compensation to be paid to each employee was fixed at the time of election to participate in the program and the number of shares to be issued will be determined based on the closing price of the Company's Class A common stock on the settlement date in late 2024 or early 2025. During the three and nine months ended September 30, 2024, a total of $0.9 million and $2.6 million of expense was recognized as a component of stock-based compensation in connection with the stock bonus program.
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Note 10. Net Loss Per Share

Basic earnings per common share (“EPS”) is generally calculated as income available to common shareholders divided by the weighted average number of common shares outstanding. Diluted EPS is generally calculated as income available to common shareholders divided by the weighted average number of common shares outstanding plus the dilutive effect of common share equivalents. Stock-based compensation awards that are out-of-the-money and stock options and restricted stock units in which the market-based performance criteria have not been met as of the end of the respective reporting period are omitted from the calculation of Diluted EPS.

The following table sets forth the computations of basic and diluted net loss per share for the three and nine months ended September 30, 2024 and 2023 (in thousands, except per share data):

Three Months Ended 
September 30,		Nine Months Ended September 30,
2024202320242023
Numerator:
Net income (loss)$11,336 $(36,503)$(35,969)$(41,144)
Net income from non-controlling interest489 496 1,292 1,476 
Net income (loss) attributable to controlling interest$10,847 $(36,999)$(37,261)$(42,620)
Denominator:
Weighted average shares of common stock outstanding15,296 16,277 15,650 16,897 
Effect of dilutive common stock equivalents1,931 — — — 
Weighted average diluted common shares outstanding17,227 16,277 15,650 16,897 
Basic income (loss) per share$0.71 $(2.27)$(2.38)$(2.52)
Diluted income (loss) per share$0.63 $(2.27)$(2.38)$(2.52)

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

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Stock options173 10,135 7,522 10,226 
Stock options with unsatisfied market conditions1,175 1,126 1,173 981 
Restricted stock units— 219 369 205 
Restricted stock units with unsatisfied market conditions364 219 396 205 
Restricted stock awards17 122 120 118 
Shares expected to be issued under stock bonus program— — 297 — 
Shares expected to be issued under the 2021 Employee Stock Purchase Plan— 51 39 61 
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Note 11. Commitments and Contingencies

The Company is involved in legal proceedings in which damages and claims have been asserted against us. The Company believes that we have valid defenses to such proceedings and claims and intends to vigorously defend the Company. Management does not believe that any such matters will have a material adverse effect on our financial position, results of operations, or liquidity. The Company records a loss contingency if the potential loss from a proceeding or claim is considered probable and the amount can be reasonably estimated or a range of loss can be determined. The Company provides disclosure when it is reasonably possible that a loss will be incurred in excess of any recorded provision. Significant judgment is required in these determinations. As additional information becomes available, the Company reassesses prior determinations and may change its estimates. Litigation is subject to many uncertainties, and the outcome of litigation is not predictable with assurance.

Note 12. Segment Reporting

Operating segments are organized internally by type of products and services provided. Based on the information reviewed by the Company's CEO in his capacity as Chief Operating Decision Maker ("CODM"), the Company has identified three segments: Subscription Digital Marketing Solutions, Digital Advertising and Broadcast Advertising. The remainder of our business is reported in the Other category.

The Company operates in one geographic area. The Company's assets and liabilities are managed within markets outside the top 50 across the United States where the Company conducts its business and are reported internally in the same manner as the Consolidated Financial Statements; thus, no additional information regarding assets and liabilities of the Company’s reportable segments is produced for the Company's CEO or included in these Consolidated Financial Statements. Intangible assets consist principally of FCC broadcast licenses and other definite-lived intangible assets and primarily support the Company’s Broadcast Advertising segment. For further information see Note 5, Goodwill and Other Intangible Assets. The Company does not have any material inter-segment sales.

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

The following tables present the Company's reportable segment results for the three months ended September 30, 2024 (in thousands):

Subscription Digital Marketing SolutionsDigital AdvertisingBroadcast AdvertisingOtherCorporate and Other Reconciling ItemsTotal
Net revenue$19,080 $40,861 $54,330 $1,040 $— $115,311 
Direct operating expenses, excluding depreciation, amortization and stock-based compensation13,956 30,050 38,560 1,228 — 83,794 
Depreciation and amortization602 251 2,715 32 1,347 4,947 
Corporate expenses— — — — 6,063 6,063 
Stock-based compensation134 143 188 4 2,398 2,867 
Transaction and business realignment costs— — 161 5 479 645 
Impairment of intangible assets, investments, goodwill and long-lived assets
— — 134 1,674 200 2,008 
Net gain on sale and retirement of assets— — (110)— — (110)
Operating income (loss)$4,388 $10,417 $12,682 $(1,903)$(10,487)$15,097 

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The following table presents the Company's reportable segment results for the three months ended September 30, 2023 (in thousands):

Subscription Digital Marketing SolutionsDigital AdvertisingBroadcast AdvertisingOtherCorporate and Other Reconciling ItemsTotal
Net revenue$20,257 $39,009 $54,179 $1,659 $— $115,104 
Direct operating expenses, excluding depreciation, amortization and stock-based compensation14,498 27,271 37,510 2,044 — 81,323 
Depreciation and amortization325 147 3,263 35 947 4,717 
Corporate expenses— — — — 6,604 6,604 
Stock-based compensation152 143 240 4 1,811 2,350 
Transaction and business realignment costs— — 6 3 152 161 
Impairment of intangible assets, investments and long-lived assets
— — 26,603 — 4,367 30,970 
Net gain on sale and retirement of assets— — (362)— — (362)
Operating income (loss)$5,282 $11,448 $(13,081)$(427)$(13,881)$(10,659)


The following tables present the Company's reportable segment results for the nine months ended September 30, 2024 (in thousands):

Subscription Digital Marketing SolutionsDigital AdvertisingBroadcast AdvertisingOtherCorporate and Other Reconciling ItemsTotal
Net revenue$55,848 $116,541 $153,418 $7,362 $— $333,169 
Direct operating expenses, excluding depreciation, amortization and stock-based compensation40,251 87,665 111,442 6,843 — 246,201 
Depreciation and amortization1,824 698 8,386 97 3,891 14,896 
Corporate expenses— — — — 17,762 17,762 
Stock-based compensation468 499 546 12 12,537 14,062 
Transaction and business realignment costs— — 249 17 3,417 3,683 
Impairment of intangible assets, investments, goodwill and long-lived assets
— 1,784 30,137 2,583 1,760 36,264 
Net gain on sale and retirement of assets— — (66)— — (66)
Operating income (loss)$13,305 $25,895 $2,724 $(2,190)$(39,367)$367 




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The following tables present the Company's reportable segment results for the nine months ended September 30, 2023 (in thousands):

Subscription Digital Marketing SolutionsDigital AdvertisingBroadcast AdvertisingOtherCorporate and Other Reconciling ItemsTotal
Net revenue$63,086 $113,842 $153,822 $8,695 $— $339,445 
Direct operating expenses, excluding depreciation, amortization and stock-based compensation45,703 77,666 113,858 8,074 — 245,301 
Depreciation and amortization980 479 10,245 104 2,688 14,496 
Corporate expenses— — — — 18,911 18,911 
Stock-based compensation431 258 622 10 4,907 6,228 
Transaction and business realignment costs— — 366 14 384 764 
Impairment of intangible assets, investments and long-lived assets
— — 51,833 — 13,864 65,697 
Net gain on sale and retirement of assets— — (703)— — (703)
Operating income (loss)$15,972 $35,439 $(22,399)$493 $(40,754)$(11,249)

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following management’s discussion and analysis is intended to provide the reader with an overall understanding of our financial condition, results of operations, cash flows and sources and uses of cash. This section also includes general information about our business and a discussion of our management’s analysis of certain trends, risks and opportunities in our industry. In addition, we also provide a discussion of accounting policies that require critical judgments and estimates. This discussion should be read in conjunction with our Unaudited Consolidated Financial Statements and related notes appearing elsewhere in this quarterly report.

Note About Forward-Looking Statements

This report includes estimates, projections, statements relating to our business plans, objectives and expected operating results that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements often discuss our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “aim,” “anticipate,” “estimate,” “expect,” “forecast,” “outlook,” “potential,” “project,” “projection,” “plan,” “intend,” “seek,” “believe,” “may,” “could,” “would,” “will,” “should,” “can,” “can have,” “likely,” the negatives thereof and other words and terms. Actual events or results may differ materially from the results anticipated in these forward-looking statements as a result of a variety of factors. While it is impossible to identify all such factors, factors that could cause actual results to differ materially from those estimated by us include the impact of general economic conditions in the United States, or in the specific markets in which we currently do business including supply chain disruptions, inflation, labor shortages and the effect on advertising activity, industry conditions, including existing competition and future competitive technologies, the popularity of radio as a broadcasting and advertising medium, cancellations, disruptions or postponements of advertising schedules in response to national or world events, our ability to develop and maintain digital technologies and hire and retain technical and sales talent, our dependence on key personnel, our capital expenditure requirements, our continued ability to identify suitable acquisition targets, and consummate and integrate any future acquisitions, legislative or regulatory requirements, risks and uncertainties relating to our leverage and changes in interest rates, our ability to obtain financing at times, in amounts and at rates considered appropriate by us, our ability to access the capital markets as and when needed and on terms that we consider favorable to us and other factors discussed in this section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this report and under “Risk Factors” in our 2023 Annual Report on Form 10-K, as well as other risks discussed from time to time in our filings with the SEC. Many of these factors are beyond our ability to predict or control. In addition, as a result of these and other factors, our past financial performance should not be relied on as an indication of future performance. The cautionary statements referred to in this section also should be considered in connection with any subsequent written or oral forward-looking statements that may be issued by us or persons acting on our behalf. The forward-looking statements included in this report are made only as of the date hereof or as of the date specified herein. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Format of Presentation

Townsquare is a community-focused digital media and subscription digital marketing solutions company with market leading local radio stations, principally focused outside the top 50 markets in the United States. Our integrated and diversified products and solutions enable local, regional and national advertisers to target audiences across multiple platforms, including digital, mobile, social, video, streaming, e-commerce, radio and events. Our assets include a subscription digital marketing solutions business (“Townsquare Interactive”), providing a business management platform, website design, creation and hosting, search engine optimization, social platforms and online reputation management as well as other monthly digital services for small to medium sized businesses; a robust digital advertising division (“Townsquare Ignite,” or “Ignite”), a powerful combination of a) an owned and operated portfolio of more than 400 local news and entertainment websites and mobile apps along with a network of leading national music and entertainment brands, collecting valuable first party data and b) a proprietary digital programmatic advertising technology stack with an in-house demand and data management platform; and a portfolio of 349 local terrestrial radio stations in 74 U.S. markets strategically situated outside the Top 50 markets in the United States. Our portfolio includes local media brands such as WYRK.com, WJON.com and NJ101.5.com, and premier national music brands such as XXLmag.com, TasteofCountry.com, UltimateClassicRock.com, and Loudwire.com.

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We believe that our diversified product offering substantially differentiates us from our competition. This diversification allows us to provide superior solutions to our advertisers and engaging experiences for our audience, underpins our growth strategy and, we believe, helps to mitigate the risks associated with advertising revenue dependency.

The Company has identified three operating segments, which are Subscription Digital Marketing Solutions, Digital Advertising and Broadcast Advertising. The remainder of our business is reported in the Other category.

Subscription Digital Marketing Solutions

Our Subscription Digital Marketing Solutions segment encompasses Townsquare Interactive, our subscription digital marketing solutions business. Townsquare Interactive offers digital marketing solutions, on a subscription basis, to small and medium-sized business (“SMBs”) in markets outside the top 50 across the United States, including but importantly not limited to the markets in which we operate radio stations. We offer a variety of digital marketing solutions, which enables SMBs to choose the optimal features for their specific business.

Digital Advertising

Our Digital Advertising segment, marketed externally as Townsquare Ignite, is a combination of our owned and operated digital properties, our proprietary digital programmatic advertising platform, and an in-house demand and data management platform collecting valuable first party data.

Broadcast Advertising

Our Broadcast Advertising segment includes our portfolio of 349 local terrestrial radio stations. Our primary source of Broadcast Advertising net revenue is the sale of advertising on our local radio stations primarily to local and regional spot advertisers and, to a lesser extent, national spot and national network advertisers. We believe we are the largest and best-capitalized owner and operator of radio stations focused solely on markets outside the top 50 markets in the United States. Given the stability of radio’s audience, its broad reach and its relatively low cost as compared to competing advertising media such as television, we believe radio continues to offer an attractive value proposition to advertisers. The price point for radio advertising on a cost per thousand basis is lower than most other local media that deliver similar scale. This makes radio more affordable and accessible for the type of small and mid-sized businesses typically found in our local markets outside the top 50 markets in the U.S.

Other

We report the remainder of our revenue in the Other category, and it includes revenue from our live events. Our primary source of live events net revenue is ticket sales. Our live events also generate substantial revenue through the sale of sponsorships, food and other concessions, merchandise and other ancillary products and services.

Overall

We generate a majority of our advertising revenue by selling directly to local advertisers, as well as to local and regional advertising agencies which affords us the opportunity to better present our products, cross-sell products and more directly influence their advertising and marketing expenditure decisions. A significant percentage of our advertising revenue is generated from the sale of advertising to the automotive, financial services, health services, entertainment, and retail industries.

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

A portion of our expenses are variable. These variable expenses primarily relate to sales costs, such as commissions and inventory costs, as well as certain programming costs, such as music license fees, and certain costs related to production. Other programming, digital, engineering and general and administrative expenses are primarily fixed costs.

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Seasonality

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

Macroeconomic Indicators

Current economic challenges, including high and sustained inflation and interest rates have caused and could continue to cause economic uncertainty and volatility. These factors could result in advertising and subscription digital marketing solutions cancellations, declines in the purchase of new advertising by our clients, declines in the addition of new digital marketing solutions subscribers, and increases to our operating expenses. We monitor economic conditions closely, and in response to observed or anticipated reductions in revenue, we may institute precautionary measures to address the potential impact to our consolidated financial position, consolidated results of operations, and liquidity, including wage reduction efforts and controlling non-essential capital expenditures.

The extent of the impact of current economic conditions will depend on future actions and outcomes, all of which remain fluid and cannot be predicted with confidence (including effects on advertising activity, consumer discretionary spending and our employees in the markets in which we operate).

OVERVIEW OF OUR PERFORMANCE

Highlights of Our Financial Performance

Certain key financial developments in our business for the three months ended September 30, 2024 as compared to the same period in 2023 are summarized below:

•Net revenue increased $0.2 million, or 0.2%, primarily driven by a $1.9 million increase in our Digital Advertising net revenue, partially offset by a $1.2 million decrease in our Subscription Digital Marketing Solutions net revenue and a $0.6 million decrease in our Other net revenue.

•Operating income increased $25.8 million for the three months ended September 30, 2024. The increase was primarily due to a $29.0 million decrease in non-cash impairment charges, partially offset by a $2.5 million increase in direct operating expenses.

•Broadcast Advertising reported operating income of $12.7 million for the three months ended September 30, 2024, as compared to an operating loss of $13.1 million for the three months ended September 30, 2023. The increase of $25.8 million is primarily due to a decrease in non-cash impairment charges of $26.5 million, partially offset by an increase in direct operating expenses of $1.1 million. The Digital Advertising segment reported operating income of $10.4 million for the three months ended September 30, 2024, which represents a decrease of $1.0 million as compared to operating income of $11.4 million for the same period in 2023. The decrease is primarily due to an increase of $2.8 million in direct operating expenses, partially offset by a $1.9 million increase in net revenue. Subscription Digital Marketing Solutions reported operating income of $4.4 million, a decrease of $0.9 million from the three months ended September 30, 2023 due to a $1.2 million decrease in net revenue, partially offset by a $0.5 million decrease in direct operating expenses.

Certain key financial developments in our business for the nine months ended September 30, 2024, as compared to the same period in 2023 are summarized below:

•Net revenue for the nine months ended September 30, 2024 as compared to the same period in 2023, decreased $6.3 million, or 1.8%, primarily driven by a $7.2 million decrease in our Subscription Digital Marketing Solutions net revenue and a $1.3 million decrease in Other net revenue. These decreases were partially offset by a $2.7 million increase in our Digital Advertising net revenue.
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•Operating income increased $11.6 million for the nine months ended September 30, 2024, primarily due to a $29.4 million decrease in non-cash impairment charges, partially offset by a $7.8 million increase in stock-based compensation, $6.3 million decrease in net revenue, and a $2.9 million increase in transaction and business realignment costs.


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Consolidated Results of Operations

Three months ended September 30, 2024 compared to three months ended September 30, 2023

The following table summarizes our historical consolidated results of operations:

($ in thousands)Three Months Ended September 30,
Statement of Operations Data:20242023$ Change% Change
Net revenue$115,311 $115,104 $207 0.2 %
Operating costs and expenses:
Direct operating expenses, excluding depreciation, amortization, and stock-based compensation83,794 81,323 2,471 3.0 %
Depreciation and amortization4,947 4,717 230 4.9 %
Corporate expenses6,063 6,604 (541)(8.2)%
Stock-based compensation2,867 2,350 517 22.0 %
Transaction and business realignment costs645 161 484 300.6 %
Impairment of intangible assets, investments, goodwill and long-lived assets
2,008 30,970 (28,962)(93.5)%
Net gain on sale and retirement of assets(110)(362)252 (69.6)%
    Total operating costs and expenses100,214 125,763 (25,549)(20.3)%
    Operating income (loss)15,097 (10,659)25,756 **
Other expense (income):
Interest expense, net9,175 9,343 (168)(1.8)%
Gain on repurchases of debt(8)(430)422 (98.1)%
Other income, net(277)(547)270 (49.4)%
Income (loss) from operations before tax6,207 (19,025)25,232 **
Income tax (benefit) provision(5,129)17,478 (22,607)129.3 %
      Net income (loss)$11,336 $(36,503)$47,839 **
** not meaningful

Segment Results

The following table presents the Company's reportable segment net revenue and direct operating expenses for the three months ended September 30, 2024 and 2023 (in thousands):

Net RevenueDirect Operating Expenses
Three Months Ended 
September 30,		Three Months Ended 
September 30,
20242023$ Change% Change20242023$ Change% Change
Subscription Digital Marketing Solutions$19,080 $20,257 $(1,177)(5.8)%$13,956 $14,498 $(542)(3.7)%
Digital Advertising40,861 39,009 1,852 4.7 %30,050 27,271 2,779 10.2 %
Broadcast Advertising54,330 54,179 151 0.3 %38,560 37,510 1,050 2.8 %
Other1,040 1,659 (619)(37.3)%1,228 2,044 (816)(39.9)%
Total$115,311 $115,104 $207 0.2 %$83,794 $81,323 $2,471 3.0 %


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Net Revenue

Net revenue for the three months ended September 30, 2024 increased $0.2 million, or 0.2%, as compared to the same period in 2023. Our Digital Advertising net revenue increased $1.9 million, or 4.7%, as compared to the same period in 2023 due to purchases of new advertising. Our Broadcast Advertising net revenue increased $0.2 million, or 0.3%, essentially flat. These increases were partially offset by a decrease in our Subscription Digital Marketing Solutions net revenue of $1.2 million, or 5.8%, due to a reduction in net subscribers as compared to the same period in 2023. Our Other net revenue decreased $0.6 million due to the elimination of low profit events in 2024.

Direct Operating Expenses

Direct operating expenses for the three months ended September 30, 2024 increased by $2.5 million, or 3.0%, as compared to the same period in 2023. Our Digital Advertising direct operating expenses increased $2.8 million, or 10.2%, due to higher inventory costs and bad debt. Our Broadcast Advertising direct operating expenses increased $1.1 million, or 2.8%, primarily driven by higher bad debt and employee benefits expenses. These increases were partially offset by a $0.8 million, or 39.9%, decrease in Other direct operating expenses due to a decrease in live events during the period and a $0.5 million, or 3.7%, decrease in Our Subscription Digital Marketing Solutions direct operating expenses due to lower compensation, partially offset by higher software costs, each as compared to the same period a year ago.

Stock-based Compensation

Stock-based compensation expense for three months ended September 30, 2024 increased $0.5 million, or 22.0%, as compared to the same period in 2023, primarily due to $0.9 million expense recognized for the stock bonus program, partially offset by stock option grants that vested prior to the third quarter of 2024. For further discussion, see Note 9, Stockholders' Equity, in the Notes to Unaudited Consolidated Financial Statements.

Impairment of Intangible Assets, Investments, Goodwill and Long-Lived Assets

The Company incurred no impairment charges related to its FCC licenses during the three months ended September 30, 2024, as compared to impairment charges of $23.6 million in 24 of our 74 local markets in the same period a year ago.

Unfavorable changes in key assumptions utilized in the impairment assessment of our FCC licenses may affect future testing results. For example, keeping all other assumptions constant, a 100-basis point increase in the weighted average cost of capital as of the date of our last quantitative assessment would cause the estimated fair values of our FCC licenses to decrease by $21.1 million which would have resulted in an additional impairment charge of $3.3 million as of September 30, 2024. Further, a 100-basis point decline in the long-term revenue growth rate would cause the estimated fair values of our FCC licenses to further decrease by $10.5 million which would have resulted in a further impairment charge of $9.0 million as of September 30, 2024. Finally, a 100-basis point decline in operating profit margins would result in a decrease in the estimated fair values of our FCC licenses of $10.3 million which would result in an impairment charge of $9.0 million.

Assumptions used to estimate the fair value of our FCC licenses are also dependent upon the expected performance and growth of our traditional broadcast radio operations. In the event broadcast radio revenue experiences actual or anticipated declines, such declines will have a negative impact on the estimated fair value of our FCC licenses, and the Company could recognize additional impairment charges, which could be material.

During the third quarter of 2024, in connection with an interim goodwill impairment assessment, the Company concluded that the carrying amount of the Live Events reporting unit exceeded its fair value, resulting in the recognition of a non-cash goodwill impairment charges of $1.7 million for the three months ended September 30, 2024. An interim impairment assessment was considered necessary as a result of continuing declines in revenue and profit. Following the non-cash goodwill impairment charge recognized during the three months ended September 30, 2024, the Live Events reporting unit had no goodwill as of September 30, 2024. During the three months ended September 30, 2023, the Company concluded that the carrying amount of the Local Advertising reporting unit exceeded its fair value, resulting in the recognition of a non-cash goodwill impairment charge of $2.8 million. For further discussion, see Note 5, Goodwill and Other Intangible Assets, in the Notes to Unaudited Consolidated Financial Statements.

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During the three months ended September 30, 2024, the Company recorded an impairment charge of $0.2 million related to one of its equity securities, which is measured at cost minus impairment. The Company recorded impairment charges of $4.4 million related to one of its investment securities during the same period in 2023. For further discussion, see Note 6, Investments, in the Notes to Unaudited Consolidated Financial Statements.

Interest Expense, net

The following table illustrates the components of our interest expense, net for the periods indicated (in thousands):

Three Months Ended September 30,
20242023
2026 Notes$8,327 $8,849 
Capital leases and other283 311 
Deferred financing costs586 619 
Interest income(21)(436)
      Interest expense, net$9,175 $9,343 

Provision (benefit) provision for income taxes

We recognized a benefit for income taxes of $5.1 million for the three months ended September 30, 2024, as compared to an income tax provision of $17.5 million for the same period in 2023. Our effective tax rate for the three months ended September 30, 2024 and 2023 was approximately 82.6% and 91.9%, respectively. The effective tax rate and income tax provision for the three months ended September 30, 2024 is driven by the valuation allowance for interest expense carryforwards resulting from non-cash impairment charges and an increase in certain non-deductible compensation costs recorded during the three months ended September 30, 2024.

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























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Consolidated Results of Operations

Nine months ended September 30, 2024 compared to nine months ended September 30, 2023

The following table summarizes our historical consolidated results of operations:

($ in thousands)Nine Months Ended 
September 30,
Statement of Operations Data:20242023$ Change% Change
Net revenue$333,169 $339,445 $(6,276)(1.8)%
Direct operating expenses, excluding depreciation, amortization, and stock-based compensation246,201 245,301 900 0.4 %
Depreciation and amortization14,896 14,496 400 2.8 %
Corporate expenses17,762 18,911 (1,149)(6.1)%
Stock-based compensation14,062 6,228 7,834 125.8 %
Transaction and business realignment costs3,683 764 2,919 382.1 %
Impairment of intangible assets, investments, goodwill and long-lived assets
36,264 65,697 (29,433)(44.8)%
Net gain on sale and retirement of assets(66)(703)637 (90.6)%
    Total operating costs and expenses332,802 350,694 (17,892)(5.1)%
    Operating income (loss)367 (11,249)11,616 **
Other expense (income):
Interest expense, net27,418 28,215 (797)(2.8)%
Gain on repurchases of debt(11)(1,249)1,238 (99.1)%
Other income, net(4,974)(6,451)1,477 (22.9)%
  Loss from operations before income taxes(22,066)(31,764)9,698 (30.5)%
Income tax provision13,903 9,380 4,523 (48.2)%
Net loss$(35,969)$(41,144)$5,175 (12.6)%
** not meaningful

Segment Results

The following table presents the Company's reportable segment net revenue and direct operating expenses for the nine months ended September 30, 2024 and 2023 (in thousands):

Net RevenueDirect Operating Expenses
Nine Months Ended 
September 30,		Nine Months Ended 
September 30,
20242023$ Change% Change20242023$ Change% Change
Subscription Digital Marketing Solutions$55,848 $63,086 $(7,238)(11.5)%$40,251 $45,703 $(5,452)(11.9)%
Digital Advertising116,541 113,842 2,699 2.4 %87,665 77,666 9,999 12.9 %
Broadcast Advertising153,418 153,822 (404)(0.3)%111,442 113,858 (2,416)(2.1)%
Other7,362 8,695 (1,333)(15.3)%6,843 8,074 (1,231)(15.2)%
Total$333,169 $339,445 $(6,276)(1.8)%$246,201 $245,301 $900 0.4 %


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Net Revenue

Net revenue for the nine months ended September 30, 2024, decreased $6.3 million, or 1.8%, as compared to the same period in 2023. Our Subscription Digital Marketing Solutions net revenue for the nine months ended September 30, 2024 decreased $7.2 million, or 11.5% as compared to the same period in 2023 due primarily to a reduction of net subscribers, as compared to the same period in 2023. Our Other net revenue decreased $1.3 million, or 15.3%, due to the elimination of low profit events in 2024. Our Broadcast Advertising net revenue decreased $0.4 million, or 0.3%, essentially flat. These decreases were offset by an increase in our Digital Advertising net revenue of $2.7 million, or 2.4%, due to purchases of new advertising during the nine months ended September 30, 2024.

Direct Operating Expenses

Direct operating expenses for the nine months ended September 30, 2024, increased by $0.9 million, or 0.4%, as compared to the same period in 2023. Our Digital Advertising direct operating expenses increased $10.0 million, or 12.9%, due to higher inventory and compensation costs, as well as an increase in bad debt. This increase was partially offset by a $5.5 million, or 11.9%, decreases in our Subscription Digital Marketing Solutions direct operating expenses due to lower compensation costs and bad debt; a $2.4 million, or 2.1%, decrease in our Broadcast Advertising direct operating expenses primarily driven by lower compensation costs; and a $1.2 million, or 15.2%, decrease in our Other direct operating expenses due to a decrease in live events during the period, each as compared to the same period in 2023.

Corporate Expenses

Corporate expenses are of a general corporate nature or managed on a corporate basis. These costs (net of allocations to the business segments) primarily represent corporate stewardship and administration activities. Corporate expenses for the nine months ended September 30, 2024, decreased $1.1 million, or 6.1%, as compared to the same period in 2023, primarily due to lower compensation.

Stock-based Compensation

Stock-based compensation expense for the nine months ended September 30, 2024, increased $7.8 million, or 125.8%, as compared to the same period in 2023 due to $4.6 million in expense recognized related to the cash settlement of options, $2.6 million of expense recognized for the stock bonus program and due to grants during the fourth quarter of 2023 and the first quarter of 2024. For further discussion, see Note 9, Stockholders' Equity, in the Notes to Unaudited Consolidated Financial Statements.

Transaction and Business Realignment Costs

Transaction and business realignment costs for the nine months ended September 30, 2024 increased $2.9 million as compared to the same period in 2023, primarily due to local market operational cost reduction efforts.

Impairment of Intangible Assets, Investments, Goodwill and Long-Lived Assets

The Company recorded total impairment charges of $29.7 million related to FCC licenses in 26 of our 74 local markets during the nine months ended September 30, 2024, as compared to impairment charges of $48.4 million to FCC licenses in 32 of our 74 local markets in the same period a year ago. The impairment charges were primarily driven by increases in the discount rate applied in the valuation of our FCC licenses due to an increase in the weighted average cost of capital, decreases in third-party forecasts of broadcast revenues and an increase in the estimate of initial capital costs due to rising prices. For further discussion, see Note 5, Goodwill and Other Intangible Assets, in the Notes to Unaudited Consolidated Financial Statements.

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During the third quarter of 2024, in connection with an interim goodwill impairment assessment, the Company concluded that the carrying amount of the Live Events reporting unit exceeded its fair value, resulting in the recognition of a non-cash goodwill impairment charges of $1.7 million for the three months ended September 30, 2024. During the second quarter of 2024, in connection with an interim goodwill impairment assessment, the Company concluded that the carrying amounts of the National Digital and Live Events reporting units exceeded their fair values, resulting in the recognition of a non-cash goodwill impairment charges of $1.8 million and $0.9 million, respectively. In total, the company recorded $4.4 million of non-cash goodwill impairment charges for the nine months ended September 30, 2024. Interim impairment assessments were considered necessary as a result of declines in revenues and profit and increases in the weighted average cost of capital. For further discussion, see Note 5, Goodwill and Other Intangible Assets, in the Notes to Unaudited Consolidated Financial Statements.

During the nine months ended September 30, 2024, the Company recorded total impairment charges of $1.8 million related to certain of its equity securities, which are measured at cost minus impairment. The Company recorded an impairment charge of $13.6 million related to certain of its investment securities during the same period in 2023. For further discussion, see Note 6, Investments, in the Notes to Unaudited Consolidated Financial Statements.

Interest Expense, net

The following table illustrates the components of our interest expense, net for the periods indicated (in thousands):

Nine Months Ended 
September 30,
20242023
2026 Notes$25,568 $26,874 
Capital leases and other923 1,010 
Deferred financing costs1,576 1,567 
Interest income(649)(1,236)
      Interest expense, net$27,418 $28,215 

Gain on repurchases of debt

During the nine months ended September 30, 2024, the Company voluntarily repurchased an aggregate $24.7 million principal amount of its 2026 Notes below par, plus accrued interest. The Company wrote-off approximately $0.2 million of unamortized deferred financing costs, recognizing an immaterial net gain for the nine months ended September 30, 2024.

During the nine months ended September 30, 2023, the Company voluntarily repurchased an aggregate $27.1 million principal amount of its 2026 Notes below par plus accrued interest. The Company wrote-off approximately $0.3 million of unamortized deferred financing costs, recognizing a total net gain of $1.2 million in connection with the voluntary repurchases of its 2026 Notes.

Other expense (income), net

Realized Gain on Investment

In February of 2024, one of the Company’s investees announced the completion of its acquisition. The Company recognized a $4.0 million gain on this transaction during the nine months ended September 30, 2024. During the nine months ended September 30, 2023, one of the Company's investments was acquired in a private transaction. The Company recognized a $5.2 million gain on the transaction.

Unrealized Gain on Investment

Other expense (income), net includes unrealized gains related to measuring the fair value of one of the Company's investees. During the nine months ended September 30, 2024 the Company recorded an unrealized net gain of $0.2 million,
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as compared to an unrealized loss of $0.5 million during the nine months ended September 30, 2023. See Note 6, Investments, in our Notes to Consolidated Financial Statements for further discussion related to this investment.

Insurance Recoveries

During the nine months ended September 30, 2024, the Company recorded total insurance recoveries of $0.3 million related to construction and flood damages in two of its local markets, as compared to insurance recoveries of $0.7 million during the nine months ended September 30, 2023 related to hurricane damages incurred in the Shreveport, LA market.

Provision for income taxes

We recognized a provision for income taxes of $13.9 million for the nine months ended September 30, 2024, as compared to $9.4 million for the same period in 2023. Our effective tax rate for the period was approximately 63.0% for the nine months ended September 30, 2024 as compared to 29.5% for the nine months ended September 30, 2023. The effective tax rate and income tax provision for the nine months ended September 30, 2024 is driven by the valuation allowance for interest expense carryforwards resulting from the non-cash impairment charges and an increase in certain non-deductible compensation costs recorded during the nine months ended September 30, 2024.

Our effective tax rate may vary significantly from period to period and can be influenced by many factors. These factors include, but are not limited to, changes to statutory rates in the jurisdictions where we have operations and changes in the valuation of deferred tax assets and liabilities. The difference between the effective tax rate and the federal statutory rate of 21.0%, primarily relates to certain non-deductible items, state and local income taxes and the valuation allowance for deferred tax assets.

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Liquidity and Capital Resources

The following table summarizes our change in cash and cash equivalents (in thousands):

Nine Months Ended September 30,
20242023
Cash and cash equivalents
$21,786 $37,955 
Restricted cash
509 501 
Cash provided by operating activities
20,557 38,964 
Cash used in investing activities
(7,606)(400)
Cash used in financing activities
(52,205)(44,021)
Net decrease in cash and cash equivalents and restricted cash
$(39,254)$(5,457)

Operating Activities

Net cash provided by operating activities was $20.6 million for the nine months ended September 30, 2024, as compared to $39.0 million for the same period in 2023. This decrease was primarily due to changes in working capital balances, particularly prepaid and accrued expenses.

Investing Activities

Net cash used in investing activities was $7.6 million for the nine months ended September 30, 2024 as compared to net cash used in investing activities of $0.4 million for the same period in 2023. The increase in net cash used in investing activities was primarily due to cash proceeds of $3.0 million related to the sales of digital assets in 2023 that did not reoccur in 2024, a $2.4 million increase in purchases of property and equipment and a $1.4 million decrease in proceeds from the sale of assets and investment related transactions.

Financing Activities

Net cash used in financing activities was $52.2 million for the nine months ended September 30, 2024, as compared to $44.0 million for the same period in 2023. The increase in net cash used in financing activities was primarily due to higher repurchases of common stock in the amount of $6.9 million and a $3.0 million increase in dividend payments for the nine months ended September 30, 2024, as compared to the same period a year ago. These increases were partially offset by a $1.8 million increase in proceeds from the exercise of stock options for the nine months ended September 30, 2024, as compared to the same period in 2023.

Sources of Liquidity and Anticipated Cash Requirements

We fund our working capital requirements through a combination of cash flows from our operating, investing, and financing activities. Based on current and anticipated levels of operations and conditions in our markets and industry, we believe that our cash on hand and cash flows from our operating, investing, and financing activities will enable us to meet our working capital, capital expenditures, debt service, and other funding requirements for at least one year from the date of this report. Future capital requirements may be materially different than those currently planned in our budgeting and forecasting activities and depend on many factors, some of which are beyond our control. We have focused on and will continue to monitor our liquidity in response to current and future economic challenges and uncertainty.

As of September 30, 2024, we had $476.7 million of outstanding indebtedness, net of deferred financing costs of $2.2 million.

Based on the terms of our 2026 Notes, as of September 30, 2024, we expect our debt service requirements to be approximately $32.9 million over the next twelve months. See Note 7, Long-Term Debt, in our Notes to Consolidated Financial Statements for additional information related to our 2026 Notes.

37

As of September 30, 2024 we had $21.8 million of cash and cash equivalents, and $57.7 million of receivables from customers, which historically have had an average collection cycle of approximately 55 days. We had restricted cash of $0.5 million at September 30, 2024 and December 31, 2023, that was held as collateral in connection with certain agreements. From time to time, such restricted funds could be returned to us or we could be required to pledge additional cash.

On July 22, 2024 the board of directors approved a dividend of $0.1975 per share. The $3.0 million dividend was paid on November 1, 2024. On October 28, 2024 the board of directors approved a dividend of $0.1975 per share. The dividend will be paid to holders of record as of January 21, 2025, on February 1, 2025.

On April 1, 2024, the Company repurchased 1.5 million shares of the Company’s Class A common stock in the aggregate amount of $14.6 million from MSG National Properties, LLC (“MSG”). The shares were retired upon repurchase. Additionally, the company repurchased 0.8 million shares of Class A common stock for approximately $8.9 million during the nine months ended September 30, 2024.

In late March of 2024, the Company launched a program that offered certain holders a cash settlement of options that were granted in July 2014 following the completion of the Company's initial public offering. These options were approaching their expiration date in July 2024. The cash settlement amount paid to each holder was indexed to the closing price of the Company's Class A common stock, as reported on the New York Stock Exchange consolidated tape, as of the date prior to each respective cash settlement election date less the respective option exercise price. A total of $11.5 million was paid in connection with the cash settlement of 3.2 million options during the nine months ended September 30, 2024.

During the nine months ended September 30, 2024, the Company voluntarily repurchased an aggregate $24.7 million in principal amount of its 2026 Notes, below par.

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

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

We closely monitor the impact of capital and credit market conditions on our liquidity as it relates to our debt. We also routinely monitor the changes in the financial condition of our customers and the potential impact on our results of operations.

Off-Balance Sheet Arrangements

We have no material off-balance sheet arrangements or transactions.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosures of contingent assets and liabilities. On an ongoing basis, we evaluate our significant estimates, including those related to determining the fair value of assets and liabilities acquired in a business combination, impairment testing of intangible assets, valuation and impairment testing of long-lived tangible assets, the present value of leasing arrangements, share-based payment expense and the calculation of allowance for doubtful accounts and income taxes. We base our estimates on historical experience and on
38

various assumptions that are believed to be reasonable under the circumstances, the result of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Our estimates may change, however, as new events occur and additional information is obtained, and any such changes will be recognized in the Consolidated Financial Statements. Actual results could differ from such estimates, and any such differences may be material to our financial statements.

We believe the accounting policies and estimates discussed within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2023 Annual Report on Form 10-K reflects our more significant judgments and estimates used in the preparation of the Consolidated Financial Statements. There have been no material changes to the critical accounting policies and estimates as filed in such report.

Recent Accounting Standards

For a discussion of accounting standards updates that have been adopted or will be adopted in the future, please refer to Note 2, Summary of Significant Accounting Policies of the Notes to Unaudited Consolidated Financial Statements included under Item 1.

39

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), with the assistance of other members of management, have reviewed the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Our disclosure controls and procedures are intended to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is (1) recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms and (2) accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Based on this review, our CEO and CFO have concluded that the disclosure controls and procedures were effective as of September 30, 2024.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect every misstatement. An evaluation of effectiveness is subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may decrease over time.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during the three months ended September 30, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

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

40

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

There is no current material pending litigation to which we are a party and no material legal proceedings were terminated, settled or otherwise resolved during the three and nine months ended September 30, 2024. In the normal course of business, the Company is subject to various regulatory proceedings, lawsuits, claims and other matters related to intellectual property, personal injury, employee, or other matters. These matters are subject to many uncertainties and outcomes are not predictable with assurance. However, we do not believe that the ultimate resolution of these matters will have a material adverse effect on our financial position or results of operations.

Item 1A. Risk Factors

Please refer to Part I, Item 1A, “Risk Factors,” in our 2023 Annual Report on Form 10-K for information regarding known material risks that could affect our results of operations, financial condition and liquidity. In addition to these risks, other risks that we presently do not consider material, or other unknown risks, could materially adversely impact our business, financial condition and results of operations in a future period.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

2021 Share Repurchase Program

In December 2021, our Board of Directors approved a 3-year share repurchase program for up to $50 million. The following table provides certain information with respect to the Company's purchases of its common shares during the three months ended September 30, 2024:

Period
Total Number of Shares Purchased(1)
Average Price Paid per ShareApproximate dollar value of
shares that may yet be
purchased under the plan
(in thousands)
July 1, 2024 through July 31, 202487,967 $11.47 $24,530 
August 1, 2024 through August 31, 202436,971 $10.97 $24,124 
September 1, 2024 through September 30, 2024— $— $24,124 
Total124,938 $11.32 $24,124 
(1) This column represents the total number of shares purchased as part of publicly announced plans.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None of our directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarter ended September 30, 2024.

41

Item 6. Exhibits

See Exhibit Index.

EXHIBIT INDEX
Exhibit
Description
31.1*
31.2*
32.1**
32.2**
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith
** Furnished herewith


42

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

TOWNSQUARE MEDIA, INC.
Date: November 7, 2024
By:/s/ Stuart Rosenstein
Name: Stuart Rosenstein
Title: Executive Vice President & Chief Financial Officer
By:/s/ Robert Worshek
Name: Robert Worshek
Title: Senior Vice President, Chief Accounting Officer

43
Exhibit 31.1
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002

I, Stuart Rosenstein, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Townsquare Media, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: November 7, 2024
By:/s/ Stuart Rosenstein
Name: Stuart Rosenstein
Title: Executive Vice President and Chief Financial Officer

Exhibit 31.2
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002

I, Bill Wilson, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Townsquare Media, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: November 7, 2024
By:/s/ Bill Wilson
Name: Bill Wilson
Title: Chief Executive Officer



Exhibit 32.1
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Townsquare Media, Inc. (the “Company”) for the three months ended September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stuart Rosenstein, as Executive Vice President and Chief Financial Officer of Townsquare Media, Inc., hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge: the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Townsquare Media, Inc.

 Dated: November 7, 2024
/s/ Stuart Rosenstein
Name: Stuart Rosenstein
Title: Executive Vice President and Chief Financial Officer

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of Townsquare Media, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.     


Exhibit 32.2
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report on Form 10-Q of Townsquare Media, Inc. (the "Company") for the three months ended September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bill Wilson, as Chief Executive Officer of Townsquare Media, Inc., hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge: the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 Dated: November 7, 2024
/s/ Bill Wilson
Name: Bill Wilson
Title: Chief Executive Officer
The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of Townsquare Media, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.            


v3.24.3
Cover Page - shares
 9 Months Ended
Sep. 30, 2024
Nov. 01, 2024
Document Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 30, 2024  
Document Transition Report false  
Entity File Number 001-36558  
Entity Registrant Name Townsquare Media, Inc.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 27-1996555  
Entity Address, Address Line One One Manhattanville Road  
Entity Address, Address Line Two Suite 202  
Entity Address, City or Town Purchase,  
Entity Address, State or Province NY  
Entity Address, Postal Zip Code 10577  
City Area Code 203  
Local Phone Number 861-0900  
Title of 12(b) Security Class A Common Stock, $0.01 par value per share  
Trading Symbol TSQ  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Amendment Flag false  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q3  
Entity Central Index Key 0001499832  
Current Fiscal Year End Date --12-31  
Class A common stock    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   14,231,917
Class B common stock    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   815,296
Class C    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   500,000
v3.24.3
Consolidated Balance Sheets - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents $ 21,786 $ 61,046
Accounts receivable, net of allowance for credit losses of $4,131 and $4,041, respectively 57,654 60,780
Prepaid expenses and other current assets 12,759 10,356
Total current assets 92,199 132,182
Property and equipment, net 110,428 110,194
Intangible assets, net 165,179 200,306
Goodwill 152,903 157,270
Investments 975 3,542
Operating lease right-of-use assets 42,460 46,887
Other assets 763 1,165
Restricted cash 509 503
Total assets 565,416 652,049
Current liabilities:    
Accounts payable 3,799 5,036
Deferred revenue 9,092 9,059
Accrued compensation and benefits 12,007 13,085
Accrued expenses and other current liabilities 26,986 25,112
Operating lease liabilities, current 9,487 9,376
Accrued interest 5,501 14,420
Total current liabilities 66,872 76,088
Long-term debt, net of deferred finance costs of $2,234 and $3,960, respectively 476,702 499,658
Deferred tax liability 25,163 11,856
Operating lease liability, net of current portion 38,153 41,437
Other long-term liabilities 10,989 13,099
Total liabilities 617,879 642,138
Stockholders’ equity:    
Total common stock 165 168
Treasury stock, at cost; 965,399 and 183,768 shares of Class A common stock, respectively (11,218) (2,177)
Additional paid-in capital 304,097 310,612
Accumulated deficit (349,000) (302,193)
Non-controlling interest 3,493 3,501
Total stockholders’ equity (52,463) 9,911
Total liabilities and stockholders’ equity 565,416 652,049
Class A common stock    
Stockholders’ equity:    
Total common stock 152 140
Class B common stock    
Stockholders’ equity:    
Total common stock 8 8
Class C common stock    
Stockholders’ equity:    
Total common stock $ 5 $ 20
v3.24.3
Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Accounts receivable allowance $ 4,131 $ 4,041
Deferred financing costs $ 2,234 $ 3,960
Class A common stock    
Common par value (in dollars per share) $ 0.01 $ 0.01
Common shares authorized (in shares) 300,000,000 300,000,000
Common shares issued (in shares) 15,196,963 14,023,767
Common shares outstanding (in shares) 15,196,963 14,023,767
Treasury shares common shares (in shares) 965,399 183,768
Class B common stock    
Common par value (in dollars per share) $ 0.01 $ 0.01
Common shares authorized (in shares) 50,000,000 50,000,000
Common shares issued (in shares) 815,296 815,296
Common shares outstanding (in shares) 815,296 815,296
Class C common stock    
Common par value (in dollars per share) $ 0.01 $ 0.01
Common shares authorized (in shares) 50,000,000 50,000,000
Common shares issued (in shares) 500,000 1,961,341
Common shares outstanding (in shares) 500,000 1,961,341
v3.24.3
Consolidated Statements of Operations - USD ($)
shares in Thousands, $ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Net revenue $ 115,311 $ 115,104 $ 333,169 $ 339,445
Operating costs and expenses:        
Direct operating expenses, excluding depreciation, amortization, and stock-based compensation 83,794 81,323 246,201 245,301
Depreciation and amortization 4,947 4,717 14,896 14,496
Corporate expenses 6,063 6,604 17,762 18,911
Stock-based compensation 2,867 2,350 14,062 6,228
Transaction and business realignment costs 645 161 3,683 764
Impairment of intangible assets, investments, goodwill and long-lived assets 2,008 30,970 36,264 65,697
Net gain on sale and retirement of assets (110) (362) (66) (703)
Total operating costs and expenses 100,214 125,763 332,802 350,694
Operating income (loss) 15,097 (10,659) 367 (11,249)
Other expense (income):        
Interest expense, net 9,175 9,343 27,418 28,215
Gain on repurchases of debt (8) (430) (11) (1,249)
Other income, net (277) (547) (4,974) (6,451)
Income (loss) from operations before tax 6,207 (19,025) (22,066) (31,764)
Income tax (benefit) provision (5,129) 17,478 13,903 9,380
Net income (loss) 11,336 (36,503) (35,969) (41,144)
Net income (loss) attributable to:        
Controlling interests 10,847 (36,999) (37,261) (42,620)
Non-controlling interests $ 489 $ 496 $ 1,292 $ 1,476
Diluted income (loss) per share (in dollars per share) $ 0.63 $ (2.27) $ (2.38) $ (2.52)
Weighted average shares outstanding:        
Diluted (in shares) 17,227 16,277 15,650 16,897
Common shares        
Net income (loss) attributable to:        
Basic income (loss) per share (in dollars per share) $ 0.71 $ (2.27) $ (2.38) $ (2.52)
Weighted average shares outstanding:        
Basic (in shares) 15,296 16,277 15,650 16,897
v3.24.3
Consolidated Statements of Stockholders' Equity - USD ($)
$ in Thousands
Total
Class A
Class B
Class C
Common Stock
Common Stock
Class A
Common Stock
Class B
Common Stock
Class C
Treasury Stock
Treasury Stock
Class A
Additional Paid-in Capital
Accumulated Deficit
Non- Controlling Interest
Beginning balance (in shares) at Dec. 31, 2022           12,964,312 815,296 3,461,341          
Treasury stock, beginning balance (in shares) at Dec. 31, 2022                   0      
Beginning balance at Dec. 31, 2022 $ 69,079       $ 173       $ 0   $ 309,645 $ (244,298) $ 3,559
Increase (Decrease) in Stockholders' and Members' Equity [Roll Forward]                          
Net (loss) income (1,941)                     (2,421) 480
Dividends declared (3,343)                     (3,343)  
Stock-based compensation 1,772                   1,772    
Common stock issued under exercise of stock options (in shares)           5,000              
Common stock issued under exercise of stock options 31                   31    
ESPP shares issued (in shares)           65,732              
ESPP shares issued 430                   430    
Issuance of restricted stock (in shares)           82,263              
Issuance of restricted stock 0       1           (1)    
Ending balance (in shares) at Mar. 31, 2023           13,117,307 815,296 3,461,341          
Treasury stock, ending balance (in shares) at Mar. 31, 2023                   0      
Ending balance at Mar. 31, 2023 $ 66,028       174       0   311,877 (250,062) 4,039
Increase (Decrease) in Stockholders' and Members' Equity [Roll Forward]                          
Cash dividend declared per share (in dollars per share) $ 0.1875                        
Beginning balance (in shares) at Dec. 31, 2022           12,964,312 815,296 3,461,341          
Treasury stock, beginning balance (in shares) at Dec. 31, 2022                   0      
Beginning balance at Dec. 31, 2022 $ 69,079       173       0   309,645 (244,298) 3,559
Increase (Decrease) in Stockholders' and Members' Equity [Roll Forward]                          
Net (loss) income (41,144)                        
Ending balance (in shares) at Sep. 30, 2023           13,864,471 815,296 1,961,341          
Treasury stock, ending balance (in shares) at Sep. 30, 2023                   183,768      
Ending balance at Sep. 30, 2023 12,434       167       (2,194)   307,498 (296,573) 3,536
Beginning balance (in shares) at Mar. 31, 2023           13,117,307 815,296 3,461,341          
Treasury stock, beginning balance (in shares) at Mar. 31, 2023                   0      
Beginning balance at Mar. 31, 2023 66,028       174       0   311,877 (250,062) 4,039
Increase (Decrease) in Stockholders' and Members' Equity [Roll Forward]                          
Net (loss) income (2,700)                     (3,200) 500
Repurchase of stock (in shares)               (1,500,000)          
Repurchase of stock (14,550)       (15)           (14,535)    
Dividends declared (3,148)                     (3,148)  
Stock-based compensation 2,106                   2,106    
Treasury stock acquired at cost (in shares)                   89,568      
Treasury stock acquired at cost (1,135)               (1,135)        
Common stock issued under exercise of stock options (in shares)           551,121              
Common stock issued under exercise of stock options 4,277       5           4,272    
Cash distributions to non-controlling interests (1,499)                       (1,499)
Ending balance (in shares) at Jun. 30, 2023           13,668,428 815,296 1,961,341          
Treasury stock, ending balance (in shares) at Jun. 30, 2023                   89,568      
Ending balance at Jun. 30, 2023 $ 49,379       164       (1,135)   303,720 (256,410) 3,040
Increase (Decrease) in Stockholders' and Members' Equity [Roll Forward]                          
Cash dividend declared per share (in dollars per share) $ 0.1875                        
Net (loss) income $ (36,503)                     (36,999) 496
Dividends declared (3,164)                     (3,164)  
Stock-based compensation 2,350                   2,350    
Treasury stock acquired at cost (in shares)                   94,200      
Treasury stock acquired at cost (1,059)               (1,059)        
Common stock issued under exercise of stock options (in shares)           132,314              
Common stock issued under exercise of stock options 1,132       2           1,130    
ESPP shares issued (in shares)           45,977              
ESPP shares issued 299       1           298    
Issuance of restricted stock (in shares)           17,752              
Issuance of restricted stock 0                        
Ending balance (in shares) at Sep. 30, 2023           13,864,471 815,296 1,961,341          
Treasury stock, ending balance (in shares) at Sep. 30, 2023                   183,768      
Ending balance at Sep. 30, 2023 $ 12,434       167       (2,194)   307,498 (296,573) 3,536
Increase (Decrease) in Stockholders' and Members' Equity [Roll Forward]                          
Cash dividend declared per share (in dollars per share) $ 0.1875                        
Beginning balance (in shares) at Dec. 31, 2023   14,023,767 815,296 1,961,341   14,023,767 815,296 1,961,341          
Treasury stock, beginning balance (in shares) at Dec. 31, 2023   183,768               183,768      
Beginning balance at Dec. 31, 2023 $ 9,911       168       (2,177)   310,612 (302,193) 3,501
Increase (Decrease) in Stockholders' and Members' Equity [Roll Forward]                          
Net (loss) income 1,553                     1,136 417
Conversion of common shares (in shares)   2,000,000.0       1,961,341 [1]   (1,961,341) [1]          
Settlement of options [2] (6,902)                   (6,902)    
Dividends declared (3,158)                     (3,158)  
Stock-based compensation 2,162                   2,162    
Treasury stock acquired at cost (in shares) [3]                   396,759      
Treasury stock acquired at cost [3] (4,299)               (4,299)        
Common stock issued under exercise of stock options (in shares)           263,053              
Common stock issued under exercise of stock options 2,205       3           2,202    
ESPP shares issued (in shares)           42,360              
ESPP shares issued 403                   403    
Issuance of restricted stock (in shares) [4]           143,737              
Issuance of restricted stock [4] 0       1           (1)    
Shares withheld to satisfy tax withholdings (in shares)           (3,108)              
Shares withheld to satisfy tax withholdings (35)                   (35)    
Ending balance (in shares) at Mar. 31, 2024           16,431,150 815,296 0          
Treasury stock, ending balance (in shares) at Mar. 31, 2024                   580,527      
Ending balance at Mar. 31, 2024 $ 1,840       172       (6,476)   308,441 (304,215) 3,918
Increase (Decrease) in Stockholders' and Members' Equity [Roll Forward]                          
Cash dividend declared per share (in dollars per share) $ 0.1975                        
Beginning balance (in shares) at Dec. 31, 2023   14,023,767 815,296 1,961,341   14,023,767 815,296 1,961,341          
Treasury stock, beginning balance (in shares) at Dec. 31, 2023   183,768               183,768      
Beginning balance at Dec. 31, 2023 $ 9,911       168       (2,177)   310,612 (302,193) 3,501
Increase (Decrease) in Stockholders' and Members' Equity [Roll Forward]                          
Net (loss) income $ (35,969)                        
Common stock issued under exercise of stock options (in shares) 907,793                        
Ending balance (in shares) at Sep. 30, 2024   15,196,963 815,296 500,000   15,196,963 815,296 500,000          
Treasury stock, ending balance (in shares) at Sep. 30, 2024   965,399               965,399      
Ending balance at Sep. 30, 2024 $ (52,463)       165       (11,218)   304,097 (349,000) 3,493
Beginning balance (in shares) at Mar. 31, 2024           16,431,150 815,296 0          
Treasury stock, beginning balance (in shares) at Mar. 31, 2024                   580,527      
Beginning balance at Mar. 31, 2024 1,840       172       (6,476)   308,441 (304,215) 3,918
Increase (Decrease) in Stockholders' and Members' Equity [Roll Forward]                          
Net (loss) income (48,858)                     (49,244) 386
Repurchase of stock (in shares) [5]           (1,500,000)              
Repurchase of stock [5] (14,640)       (15)           (14,625)    
Dividends declared (3,174)                     (3,174)  
Stock-based compensation 2,717                   2,717    
Treasury stock acquired at cost (in shares) [3]                   259,934      
Treasury stock acquired at cost [3] (3,353)               (3,353)        
Common stock issued under exercise of stock options (in shares)           294,962              
Common stock issued under exercise of stock options 2,632       3           2,629    
Issuance of restricted stock (in shares) [4]           72,690              
Issuance of restricted stock [4] 0       1           (1)    
Cash distributions to non-controlling interests (1,300)                       (1,300)
Ending balance (in shares) at Jun. 30, 2024           15,298,802 815,296 0          
Treasury stock, ending balance (in shares) at Jun. 30, 2024                   840,461      
Ending balance at Jun. 30, 2024 $ (64,136)       161       (9,829)   299,161 (356,633) 3,004
Increase (Decrease) in Stockholders' and Members' Equity [Roll Forward]                          
Cash dividend declared per share (in dollars per share) $ 0.1975                        
Net (loss) income $ 11,336                     10,847 489
Conversion of common shares (in shares)   500,000       (500,000) [1]   500,000 [1]          
Dividends declared (3,214)                     (3,214)  
Stock-based compensation 2,005                   2,005    
Treasury stock acquired at cost (in shares) [3]                   124,938      
Treasury stock acquired at cost [3] (1,389)               (1,389)        
Common stock issued under exercise of stock options (in shares)           349,778              
Common stock issued under exercise of stock options 2,630       4           2,626    
ESPP shares issued (in shares)           33,486              
ESPP shares issued 305                   305    
Issuance of restricted stock (in shares) [4]           14,897              
Issuance of restricted stock [4] 0                        
Ending balance (in shares) at Sep. 30, 2024   15,196,963 815,296 500,000   15,196,963 815,296 500,000          
Treasury stock, ending balance (in shares) at Sep. 30, 2024   965,399               965,399      
Ending balance at Sep. 30, 2024 $ (52,463)       $ 165       $ (11,218)   $ 304,097 $ (349,000) $ 3,493
Increase (Decrease) in Stockholders' and Members' Equity [Roll Forward]                          
Cash dividend declared per share (in dollars per share) $ 0.1975                        
[1] During the three months ended March 31, 2024, direct holders of Class C Common Stock converted approximately 2.0 million shares into an equal number of Class A Common Stock. During the three months ended September 30, 2024, direct holders of Class A Common Stock converted approximately 0.5 million shares into an equal number of Class C Common Stock. Except as expressly provided in our certificate of incorporation, the Class A common stock, Class B common stock and Class C common stock have equal economic rights and rank equally, share ratably and are identical in all respects as to all matters. Class C common stock is not redeemable, but is convertible 1:1 (including automatically upon certain transfers) into Class A common stock.
[2] During the three months ended March 31, 2024, the Company launched a program that offered certain holders a cash settlement of options. Refer to Note 9, Stockholders' Equity, in the accompanying Notes to Consolidated Financial Statements for additional information related to the settlement.
[3] Represents shares repurchased under the terms of the Company's stock repurchase plan pursuant to which the Company is authorized to repurchase up to $50 million of the Company’s issued and outstanding Class A common stock over a three-year period, the "2021 Stock Repurchase Plan." Refer to Note 9, Stockholders' Equity, in the accompanying Notes to Consolidated Financial Statements for additional information related to the stock repurchases.
[4] Refer to Note 9, Stockholders' Equity, in the accompanying Notes to Consolidated Financial Statements for additional information related to shares issued.
[5] On April 1, 2024, the Company repurchased 1.5 million shares of the Company’s Class A common stock. For further discussion on the repurchase, see Note 9, Stockholders' Equity, in the accompanying Notes to Consolidated Financial Statements.
v3.24.3
Consolidated Statements of Stockholders' Equity (Parenthetical)
 3 Months Ended
Mar. 31, 2024
USD ($)
$ / shares
shares
Cash dividend declared per share (in dollars per share) | $ / shares $ 0.1975
Class A  
Conversion of common shares (in shares) | shares 2,000,000.0
Class C  
Conversion ratio 1
Repurchased Plan | Class A  
Repurchase amount | $ $ 50,000,000
Period in force 3 years
v3.24.3
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Cash flows from operating activities:    
Net loss $ (35,969) $ (41,144)
Adjustments to reconcile net loss to net cash provided by operating activities:    
Depreciation and amortization 14,896 14,496
Amortization of deferred financing costs 1,576 1,567
Non-cash lease (income) expense (558) 69
Net deferred taxes and other 13,307 8,817
Allowance for credit losses 4,036 2,817
Stock-based compensation expense 14,062 6,228
Gain on repurchases of debt (11) (1,249)
Trade and barter activity, net (993) (1,352)
Impairment of intangible assets, investments, goodwill and long-lived assets 36,264 65,697
Realized gain on sale of digital assets 0 (839)
Gain on sale of investment (4,054) (5,210)
Unrealized gain on investment (202) 493
Amortization of content rights 3,667 3,645
Change in content rights liabilities (3,747) (1,819)
Reimbursement of equipment modification costs 0 (1,487)
Other 1,837 (1,276)
Changes in assets and liabilities    
Accounts receivable (1,117) (3,037)
Prepaid expenses and other assets (1,516) 5,130
Accounts payable (1,231) 646
Accrued expenses (10,812) (3,845)
Accrued interest (8,920) (9,443)
Other long-term liabilities 42 60
Net cash provided by operating activities 20,557 38,964
Cash flows from investing activities:    
Purchases of property and equipment (13,771) (11,373)
Proceeds from sale of digital assets 0 2,975
Proceeds from insurance recoveries 336 721
Proceeds from sale of assets and investment related transactions 5,829 7,277
Net cash used in investing activities (7,606) (400)
Cash flows from financing activities:    
Repurchases of 2026 Notes (24,521) (25,621)
Dividend payments (9,267) (6,285)
Proceeds from stock options exercised 7,252 5,440
Shares withheld in lieu of employee tax withholding (35) 0
Withholdings for shares issued under the ESPP 708 729
Repurchases of stock (23,551) (16,645)
Cash distribution to non-controlling interests (1,300) (1,499)
Repayments of capitalized obligations (1,491) (140)
Net cash used in financing activities (52,205) (44,021)
Cash and cash equivalents and restricted cash:    
Net decrease in cash, cash equivalents and restricted cash (39,254) (5,457)
Beginning of period 61,549 43,913
End of period 22,295 38,456
Cash payments:    
Interest 35,390 37,273
Income taxes 945 1,122
Supplemental Disclosure of Non-cash Activities:    
Dividends declared, but not paid during the period 3,214 3,164
Property and equipment acquired in exchange for advertising [1] 772 550
Accrued capital expenditures 79 229
Supplemental Disclosure of Cash Flow Information relating to Leases:    
Cash paid for amounts included in the measurement of operating lease liabilities, included in operating cash flows 9,175 8,850
Right-of-use assets obtained in exchange for operating lease obligations 4,691 4,035
Reconciliation of cash, cash equivalents and restricted cash    
Cash and cash equivalents 21,786 37,955
Restricted cash 509 501
Cash, cash equivalents, and restricted cash $ 22,295 $ 38,456
[1] Represents total advertising services provided by the Company in exchange for property and equipment during each of the nine months ended September 30, 2024 and 2023, respectively.
v3.24.3
Organization and Basis of Presentation
 9 Months Ended
Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Basis of Presentation Organization and Basis of Presentation
Description of the Business

Townsquare is a community-focused digital media and subscription digital marketing solutions company with market leading local radio stations, principally focused outside the top 50 markets in the U.S. Our integrated and diversified products and solutions enable local, regional and national advertisers to target audiences across multiple platforms, including digital, mobile, social, video, streaming, e-commerce, radio and events. Our assets include a subscription digital marketing solutions business (“Townsquare Interactive”), providing a business management platform, website design, creation and hosting, search engine optimization, social platforms and online reputation management for small to medium sized businesses; a robust digital advertising division (“Townsquare Ignite,” or “Ignite”), a powerful combination of a) an owned and operated portfolio of more than 400 local news and entertainment websites and mobile apps along with a network of leading national music and entertainment brands, collecting valuable first party data and b) a proprietary digital programmatic advertising technology stack with an in-house demand and data management platform; and a portfolio of 349 local terrestrial radio stations in 74 U.S. markets strategically situated outside the Top 50 markets in the United States. Our portfolio includes local media brands such as WYRK.com, WJON.com and NJ101.5.com, and premier national music brands such as XXLmag.com, TasteofCountry.com, UltimateClassicRock.com, and Loudwire.com.

Current economic challenges, including high and sustained inflation and interest rates have caused and could continue to cause economic uncertainty and volatility. These factors could result in advertising and subscription digital marketing solutions cancellations, declines in the purchase of new advertising by our clients, declines in the addition of new digital marketing solutions subscribers, and increases to our operating expenses. We monitor economic conditions closely, and in response to observed or anticipated reductions in revenue, we may institute precautionary measures to address the potential impact to our consolidated financial position, consolidated results of operations, and liquidity, including wage reduction efforts and controlling non-essential capital expenditures.

The extent of the impact of current economic conditions will depend on future actions and outcomes, all of which remain fluid and cannot be predicted with confidence (including effects on advertising activity, consumer discretionary spending and our employees in the markets in which we operate).

Basis of Presentation

The accompanying Unaudited Consolidated Financial Statements should be read in conjunction with the Company’s audited Consolidated Financial Statements and related notes thereto included in the Company's Annual Report on Form 10-K (the "2023 Annual Report on Form 10-K"). The accompanying unaudited interim Consolidated Financial Statements include the consolidated accounts of the Company and its wholly-owned subsidiaries, with all significant intercompany balances and transactions eliminated in consolidation. These financial statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. All adjustments (consisting only of normal, recurring adjustments) necessary for a fair presentation of results of operations and financial condition as of the end of the interim periods have been included. The results of operations for the three and nine months ended September 30, 2024, cash flows for the nine months ended September 30, 2024, and the Company’s financial condition as of such date are not necessarily indicative of the results of operations or cash flows that can be expected for, or the Company’s financial condition as of, any other interim period or for the fiscal year ending December 31, 2024. The Consolidated Balance Sheet as of December 31, 2023 is derived from the audited Consolidated Financial Statements at that date.
Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosures of contingent assets and liabilities. On an ongoing basis, the Company evaluates its significant estimates, including those related to assumptions used in determining the fair value of assets and liabilities acquired in a business combination, impairment testing of intangible assets, valuation and impairment testing of long-lived tangible assets and investments, the present value of leasing arrangements, share-based payment expense and the calculation of allowance for credit losses and income taxes. The Company bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the result of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Actual amounts and results may differ materially from these estimates under different assumptions or conditions.
v3.24.3
Summary of Significant Accounting Policies
 9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies Summary of Significant Accounting Policies
There have been no significant changes in the Company’s accounting policies since December 31, 2023. For the Company's detailed accounting policies please refer to the Consolidated Financial Statements and related notes thereto included in the Company's 2023 Annual Report on Form 10-K.

Recently Issued Standards That Have Not Yet Been Adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting – Improvements to Reportable Segments Disclosures, which enhances disclosures of significant segment expenses by requiring the disclosure of significant segment expenses regularly provided to the chief operating decision maker, extending certain annual disclosures to interim periods, and permitting more than one measure of segment profit or loss to be reported under certain conditions. The amendments are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption of the amendment is permitted, including adoption in any interim periods for which financial statements have not been issued. As this update only requires additional disclosures, the adoption of this standard is not expected to have a significant impact on the Consolidated Financial Statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires additional categories of information about federal and state income taxes in the rate reconciliation table and to provide more details about reconciling items in some categories if items meet a quantitative threshold. The guidance also requires the disclosure of income taxes paid, net of refunds, disaggregated by federal and state taxes for annual periods and to disaggregate the information by jurisdiction based on a quantitative threshold. The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. As this update only requires additional disclosures, the adoption of this standard is not expected to have a significant impact on the Consolidated Financial Statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, which requires the disclosure in the notes to financial statements, information about certain costs and expenses including, purchases of inventory, employee compensation, depreciation and intangible asset amortization. The guidance also requires a qualitative description of amounts remaining in certain expense captions that are not separately disaggregated on a quantitative basis, as well as the disclosure of the total amount of selling expenses. The guidance is effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted.
v3.24.3
Revenue Recognition
 9 Months Ended
Sep. 30, 2024
Revenue from Contract with Customer [Abstract]  
Revenue Recognition Revenue Recognition
The following tables present a disaggregation of our revenue by reporting segment and revenue from political sources and all other sources (in thousands) for the three and nine months ended September 30, 2024 and 2023:
Three Months Ended September 30, 2024
Three Months Ended September 30, 2023
Subscription Digital Marketing SolutionsDigital AdvertisingBroadcast AdvertisingOtherTotalSubscription Digital Marketing SolutionsDigital AdvertisingBroadcast AdvertisingOtherTotal
Net Revenue (ex Political)$19,080 $40,716 $50,775 $1,040 $111,611 $20,257 $38,943 $53,618 $1,659 $114,477 
Political— 145 3,555 — 3,700 — 66 561 — 627 
Net Revenue$19,080 $40,861 $54,330 $1,040 $115,311 $20,257 $39,009 $54,179 $1,659 $115,104 

Nine Months Ended September 30, 2024
Nine Months Ended September 30, 2023
Subscription Digital Marketing SolutionsDigital AdvertisingBroadcast AdvertisingOtherTotalSubscription Digital Marketing SolutionsDigital AdvertisingBroadcast AdvertisingOtherTotal
Net Revenue (ex Political)$55,848 $116,177 $147,563 $7,362 $326,950 $63,086 $113,715 $152,704 $8,695 $338,200 
Political— 364 5,855 — 6,219 — 127 1,118 — 1,245 
Net Revenue$55,848 $116,541 $153,418 $7,362 $333,169 $63,086 $113,842 $153,822 $8,695 $339,445 

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

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

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

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

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

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

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

September 30,
2024
December 31, 
2023
Accounts Receivable$57,654 $60,780 
Short-term contract liabilities (deferred revenue)$9,092 $9,059 
Contract Acquisition Costs$6,600 $5,175 

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

Our contract liabilities include cash payments received or due in advance of satisfying our performance obligations and digital subscriptions in which payment is received in advance of the service and month. These contract liabilities are recognized as revenue as the related performance obligations are satisfied. As of September 30, 2024, and December 31, 2023, the balance in the contract liabilities was $9.1 million and $9.1 million, respectively. The increase in the contract liabilities balance at September 30, 2024 is primarily driven by cash payments received or due in advance of satisfying our performance obligations, offset by $0.7 million and $7.8 million of recognized revenue for the three and nine months ended September 30, 2024. For the three and nine months ended September 30, 2023, we recognized $0.6 million and $9.1 million of revenue that was previously included in our deferred revenue balance. No significant changes in the time frame of the satisfaction of contract liabilities have occurred during the three and nine months ended September 30, 2024.

Our capitalized contract acquisition costs include amounts related to sales commissions paid for signed contracts with perceived durations exceeding one year. We defer the related sales commission costs and amortize such costs to expense in a manner that is consistent with how the related revenue is recognized over the duration of the related contracts. We have evaluated the average customer contract duration (initial term and any renewals) to determine the appropriate amortization period for these contractual arrangements. Capitalized contract acquisition costs are recognized in prepaid expenses and other current assets in the accompanying consolidated balance sheets. As of September 30, 2024 and December 31, 2023, we had a balance of $6.6 million and $5.2 million, respectively, in capitalized contract acquisition costs and recognized $1.0 million and $3.2 million of amortization for the three and nine months ended September 30, 2024, respectively. For the three and nine months ended September 30, 2023, we recognized $1.8 million and $5.1 million of amortization, respectively. No impairment losses have been recognized or changes made to the time frame for performance of the obligations related to deferred contract assets during the three and nine months ended September 30, 2024 and 2023.

Arrangements with Multiple Performance Obligations

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

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

Allowance for Credit Losses

The Company maintains an allowance for credit losses, which represents the portion of accounts receivable that is not expected to be collected over the duration of its contractual life. Credit losses are recorded when the Company believes a customer, or group of customers, may not be able to meet their financial obligations. Account balances are charged off against the allowance when it is probable the receivable will not be recovered.

The change in the allowance for credit losses for the nine months ended September 30, 2024 was as follows (in thousands):

Balance at December 31, 2023$4,041 
Provision for credit losses4,036 
Amounts written off against allowance, net of recoveries(3,946)
Balance at September 30, 2024$4,131 
v3.24.3
Property and Equipment, net
 9 Months Ended
Sep. 30, 2024
Property, Plant and Equipment [Abstract]  
Property and Equipment, net Property and Equipment, net
Property and equipment, net consisted of the following (in thousands):

September 30, 2024
December 31, 2023
Land and improvements
$18,781 $19,320 
Buildings and leasehold improvements
59,348 58,302 
Broadcast equipment
111,143 107,663 
Computer and office equipment
26,477 25,097 
Furniture and fixtures
22,477 22,384 
Transportation equipment
18,809 18,573 
Software development costs
50,635 45,347 
Total property and equipment, gross
307,670 296,686 
Less accumulated depreciation and amortization
(197,242)(186,492)
Total property and equipment, net
$110,428 $110,194 

Depreciation and amortization expense for property and equipment was $4.3 million and $4.1 million for the three months ended September 30, 2024 and 2023, respectively and $13.1 million and $12.7 million for the nine months ended September 30, 2024 and 2023, respectively.

During the nine months ended September 30, 2024, the Company recognized $0.3 million in impairment charges related to ROU assets associated with tower and land leases in 3 local markets and a $0.1 million impairment charge related to the pending sale of a station in Trenton, NJ.

During the nine months ended September 30, 2023, the Company recognized a total of $0.7 million in gains on the sale of buildings and land in the Bozeman, MT, and Yakima, WA, markets respectively.

During the nine months ended September 30, 2023, the company recognized $0.4 million in impairment charges related to the sale of land and buildings in Battle Creek, MI and a total of $0.4 million in impairment charges to right of use assets associated with the abandonment of leased office space in Purchase and Binghamton, NY.
The Company had no material right of use assets related to its finance leases as of September 30, 2024 and December 31, 2023.
v3.24.3
Goodwill and Other Intangible Assets
 9 Months Ended
Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Other Intangible Assets Goodwill and Other Intangible Assets
Indefinite-lived intangible assets

Indefinite-lived assets consist of FCC broadcast licenses, goodwill and investment in digital assets.

FCC Broadcast Licenses

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

The Company evaluates its FCC licenses for impairment annually or more frequently if events or changes in circumstances indicate that the assets might be impaired. Due to changes in the weighted average cost of capital and changes in forecasted traditional broadcast revenues in the markets in which we operate, the Company quantitatively evaluated the fair value of its FCC licenses at September 30, June 30, and March 31, 2024.

The key assumptions used in applying the direct valuation method are summarized as follows:

September 30, 2024
Discount Rate15.4%
Long-term Revenue Growth Rate(0.5)%
LowHigh
Mature Market Share*20.7%75.0%
Operating Profit Margin23.1%46.7%

June 30, 2024
Discount Rate16.5%
Long-term Revenue Growth Rate0.0%
LowHigh
Mature Market Share*20.7%75.0%
Operating Profit Margin23.1%46.7%

March 31, 2024
Discount Rate13.7%
Long-term Revenue Growth Rate0.0%
LowHigh
Mature Market Share*22.0%73.0%
Operating Profit Margin23.1%46.7%
* Market share assumption used when reliable third-party data is available. Otherwise, Company results and forecasts are utilized.
Based on the results of the interim impairment assessments of our FCC licenses, the Company incurred no impairment charges during the third quarter of 2024, and $29.7 million of impairment charges for the nine months ended September 30, 2024, for FCC licenses in 26 of our 74 local markets. The impairment charges were primarily driven by increases in the discount rate applied in the valuation of our FCC licenses due to an increase in the weighted average cost of capital for the respective periods and decreases in third-party forecasts of broadcast revenues. The increases in the weighted average cost of capital were driven by changes in the market data, specifically industry bond yields, utilized in determining the discount rate applied in the valuation of our FCC licenses. The Company recorded an impairment charge of $23.6 million and $48.4 million for FCC licenses in 24 and 32 of our 74 local markets for the three and nine months ended September 30, 2023.

Unfavorable changes in key assumptions utilized in the impairment assessment of our FCC licenses may affect future testing results. For example, keeping all other assumptions constant, a 100-basis point increase in the weighted average cost of capital as of the date of our last quantitative assessment would cause the estimated fair values of our FCC licenses to decrease by $21.1 million which would have resulted in an impairment charge of $3.3 million as of September 30, 2024. Further, a 100-basis point decline in the long-term revenue growth rate would cause the estimated fair values of our FCC licenses to further decrease by $10.5 million which would have resulted in an impairment charge of $9.0 million as of September 30, 2024. Finally, a 100-basis point decline in operating profit margins would result in a decrease in the estimated fair values of our FCC licenses of $10.3 million which would result in an impairment charge of $9.0 million.

Assumptions used to estimate the fair value of our FCC licenses are also dependent upon the expected performance and growth of our traditional broadcast radio operations. In the event broadcast radio revenue experiences actual or anticipated declines, such declines will have a negative impact on the estimated fair value of our FCC licenses, and the Company could recognize additional impairment charges, which could be material.

Goodwill

For goodwill impairment testing, the Company has selected December 31st as the annual testing date. In addition to the annual impairment test, the Company regularly assesses whether a triggering event has occurred, which would require interim impairment testing. As of December 31, 2023, the fair values of our National Digital, Townsquare Ignite, Analytical Services, and Townsquare Interactive reporting units were in excess of their respective carrying values by approximately 117%, 41%, 157%, and 147%, respectively. The Local Advertising and Amped reporting units had no goodwill as of December 31, 2023.

The Company considered whether any events have occurred or circumstances have changed from the last quantitative analysis performed as of December 31, 2023 that would indicate that the fair value of the Company's reporting units may be below their carrying amounts. During the third quarter of 2024, the Company concluded that the carrying amount of the Live Events reporting unit exceeded its fair value, resulting in the recognition of a non-cash goodwill impairment charge of $1.7 million. During the second quarter of 2024, the Company concluded that the carrying amount of the National Digital and Live Events reporting units exceeded their fair values, resulting in the recognition of a non-cash goodwill impairment charges of $1.8 million and $0.9 million, respectively. In total, the company recorded $4.4 million of non-cash goodwill impairment charges during the nine months ended September 30, 2024.

Interim impairment assessments were considered necessary as a result of declines in revenues and profit and increases in the weighted average cost of capital. The Company did not identify indicators of impairment related to any other reporting units that would have required an interim impairment assessment during the three months ended September 30, 2024. The Local Advertising, Amped, and Live Events reporting units had no goodwill as of September 30, 2024.

The fair value of the Live Events reporting unit was determined using an income approach whereby the fair value was calculated utilizing discounted estimated future cash flows. The income approach requires several assumptions including future sales growth, EBITDA (earnings before interest, taxes, depreciation and amortization) margins, and capital expenditures and discount rates which are the basis for the information used in the discounted cash flow model. The weighted-average cost of capital used in testing the Live Events reporting unit for impairment was 13.4%, with a perpetual growth rate of 3.2%.

The following table presents changes in goodwill by segment during the nine months ended September 30, 2024:
Subscription Digital Marketing SolutionsDigital AdvertisingBroadcast AdvertisingOtherTotal
Balance at December 31, 2023$77,000 $77,687 $— $2,583 $157,270 
Impairment— (1,784)— (2,583)(4,367)
Balance at September 30, 2024$77,000 $75,903 $— $— $152,903 

Digital Assets

During the first quarter of 2022, the Company invested an aggregate of $5.0 million in digital assets. They were accounted for as indefinite-lived intangible assets in accordance with ASC 350, Intangibles - Goodwill and Other, included as a component of intangible assets, net on the Consolidated Balance Sheet. Any decrease in the digital assets' fair values below our carrying values at any time subsequent to acquisition was recognized as an impairment charge. No upward revisions for any market price increases were recognized.

In early March 2023, the Company sold its digital assets with a carrying value of $2.1 million, recognizing a gain on the sale of $0.8 million, which was included as a component of Other (income) expense, net on the Consolidated Statements of Operations.

Definite-lived intangible assets

The Company’s definite-lived intangible assets were acquired primarily in various acquisitions as well as in connection with the acquisition of software and music licenses.

The following tables present details of our intangible assets as of September 30, 2024 and December 31, 2023, respectively (in thousands):

September 30, 2024
Weighted Average Useful Life (in Years)Gross Carrying AmountAccumulated AmortizationNet Carrying Amount
Intangible Assets:
FCC licenses
Indefinite$151,582 $— $151,582 
Content rights and other intangible assets
2 - 8
32,518 (18,921)13,597 
Total
$184,100 $(18,921)$165,179 

December 31, 2023
Weighted Average Useful Life (in Years)Gross Carrying AmountAccumulated AmortizationNet Carrying Amount
Intangible Assets:
FCC licenses
Indefinite$181,236 $— $181,236 
Content rights and other intangible assets
3 - 9
32,630 (13,560)19,070 
Total
$213,866 $(13,560)$200,306 

Amortization of definite-lived intangible assets was $1.8 million for the three months ended September 30, 2024 and 2023, respectively, and $5.5 million and $5.4 million for the nine months ended September 30, 2024 and 2023, respectively.
Estimated future amortization expense for each of the five succeeding fiscal years and thereafter as of September 30, 2024 is as follows (in thousands):

2024 (remainder)$1,824 
20253,609 
20263,195 
20271,978 
20281,880 
Thereafter1,111 
$13,597 
v3.24.3
Investments
 9 Months Ended
Sep. 30, 2024
Investments, Debt and Equity Securities [Abstract]  
Investments Investments
Long-term investments consist of minority holdings in various companies. As management does not exercise significant influence over operating and financial policies of the investees, the investments are not consolidated or accounted for under the equity method of accounting. The initial valuation of equity securities is based upon an estimate of market value at the time of investment, or upon a combination of valuation analyses using both observable and unobservable inputs categorized as Level 2 and Level 3 within the ASC 820 framework.

In accordance with ASC 321, Investments - Equity Securities, the Company measures its equity securities at cost minus impairment, as their fair values are not readily determinable and the investments do not qualify for the net asset value per share practical expedient. The Company monitors its investments for any subsequent observable price changes in orderly transactions for the identical or a similar investment of the same investee, at which time the Company would adjust the then current carrying values of the related investment. Additionally, the Company evaluates its investments for any indicators of impairment.

Equity securities measured at cost minus impairment

During the three and nine months ended September 30, 2024, the Company recorded $0.2 million and $1.8 million of impairment charges for existing investments, respectively. During the three and nine months ended September 30, 2023, the Company recorded $4.4 million and $13.6 million of impairment charges for existing investments, respectively. The impairment charges were based on the implied fair values of the investees, as the Company became aware of objective evidence to indicate that the fair value of the investments were below their carrying amounts.

In February of 2024, one of the Company’s investees announced the completion of its acquisition in a private transaction. The Company recognized a $4.0 million gain on the transaction during the nine months ended September 30, 2024, based on total cash consideration received in the amount of $4.0 million. On April 12, 2023, one of the Company's investees was acquired as a result of a private transaction. The Company recognized a $5.2 million gain on the transaction, based on total consideration received in the amount of $6.0 million.

Equity securities measured at fair value

On July 2, 2021, one of the Company's investees completed its registration with the SEC and became a publicly traded company. During the three months ended September 2024, the company sold the investment for $1.1 million, recognizing an immaterial gain on sale. During the nine months ended September 30, 2024, the Company recognized a total unrealized net gain of $0.2 million as a result of changes in the fair value of the investee's common stock during the period. During the three and nine months ended September 30, 2023, the Company recorded an unrealized loss of $0.6 million and $0.5 million, respectively, as a result of changes in the fair value of the investee's common stock.

Unrealized gains and losses are included as a component of other expense (income) on the Unaudited Consolidated Financial Statements. The market price of the investee's common stock is categorized as Level 1 within the ASC 820 framework.
v3.24.3
Long-Term Debt
 9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Long-Term Debt Long-Term Debt
Total debt outstanding is summarized as follows (in thousands):

September 30,
2024		December 31,
2023
2026 Notes$478,936 $503,618 
Deferred financing costs(2,234)(3,960)
Total long-term debt$476,702 $499,658 

During the three and nine months ended September 30, 2024, the Company voluntarily repurchased an aggregate $11.0 million and $24.7 million principal amount of its 2026 Notes below par, plus accrued interest, respectively. The Company wrote-off approximately $0.1 million and $0.2 million of unamortized deferred financing costs, recognizing immaterial net gains for the three and nine months ended September 30, 2024, respectively. The repurchased notes were canceled by the Company.

The 2026 Notes indenture contains certain covenants that may limit, among other things, our ability to; incur additional indebtedness, declare or pay dividends, redeem stock, transfer or sell assets, make investments or agree to certain restrictions on the ability of restricted subsidiaries to make payments to the Company. Certain of these covenants will be suspended if the 2026 Notes are assigned an investment grade rating by Standard & Poor’s Investors Ratings Services, Moody’s Investors Service, Inc. or Fitch Ratings, Inc. and no event of default has occurred and is continuing.

The Company was in compliance with its covenants under the 2026 Notes indenture as of September 30, 2024.

As of September 30, 2024, based on available market information, the estimated fair value of the 2026 Notes was $478.3 million. The Company used Level 2 measurements under the fair value measurement hierarchy established under Fair Value Measurement (Topic 820).

Annual maturities of the Company's long-term debt as of September 30, 2024 are as follows (in thousands):

2024 (remainder)$— 
2025— 
2026478,936 
2027— 
2028— 
Thereafter— 
$478,936 
v3.24.3
Income Taxes
 9 Months Ended
Sep. 30, 2024
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
The Company's effective tax rate for the three months ended September 30, 2024 and 2023 was approximately 82.6% and 91.9%, respectively. The Company's effective tax rate for the nine months ended September 30, 2024 and 2023 was approximately 63.0% and 29.5%, respectively.

The change in the effective tax rate for the three and nine months ended September 30, 2024, is driven by the valuation allowance for interest expense carryforwards resulting from non-cash impairment charges and an increase in certain non-deductible compensation costs recorded during the three and nine months ended September 30, 2024.

The effective tax rate may vary significantly from period to period, and can be influenced by many factors. These factors include, but are not limited to, changes to the statutory rates in the jurisdictions where the Company has operations and changes in the valuation of deferred tax assets and liabilities. The difference between the effective tax rate and the federal statutory rate of 21% primarily relates to certain non-deductible items, state and local income taxes and the valuation allowance for deferred tax assets.
v3.24.3
Stockholders' Equity
 9 Months Ended
Sep. 30, 2024
Equity [Abstract]  
Stockholders' Equity Stockholders' Equity
Stock Options

During the nine months ended September 30, 2024, eligible option holders tendered 907,793 options to purchase 907,793 shares of Townsquare common stock.

During the nine months ended September 30, 2024, the Company granted 124,093 options with grant date fair values ranging from $2.30 to $2.95 and vesting periods from three to five-years, each with ten-year terms. The Company also granted 73,738 options with grant date fair values of $2.68 to $2.86, respectively. These options contain market conditions whereby the options will vest and become exercisable subject to the achievement of a specified volume weighted average trading price ("VWAP") over a specified period and continued employment through the performance period each as observed and summarized below, respectively:

VWAP over 20 consecutive trading days of the three-year performance period
VWAPNumber of Options that Vest
$12.4024,577
$14.4024,577
$16.4024,584
73,738

No portion of the grants will vest unless the VWAP targets are achieved during the respective performance periods.

The grant date fair value of stock options with market conditions is estimated using the Monte Carlo option pricing model, while stock options containing only service conditions is estimated using the Black-Scholes option pricing model. Each model requires an estimate of the expected term of the option, the expected volatility of the Company’s common stock price, dividend yield and the risk-free interest rate. The below table summarizes the assumptions used to estimate the fair value of the equity options granted:

Monte Carlo ModelBlack-Scholes Model
Expected volatility53.0 %
51% - 52%
Expected term5.33 years
6.01 - 7.00 years
Risk free interest rate
4.03%
3.63% - 4.23%
Expected dividend yield7.14 %
7.14% - 8.32%

For options only containing service conditions, the expected term was calculated using the simplified method, defined as the midpoint between the vesting period and the contractual term of each award, due to the lack of sufficient and meaningful historical exercise data. For options with market-based conditions, the expected term was estimated based on when the options are expected to be exercised. The expected volatility was based on market conditions of the Company. The risk-free interest rate was based on the U.S. Treasury yield curve in effect on the date of grant which most closely corresponds to the expected term of the option.
The following table summarizes all option activity for the nine months ended September 30, 2024:

OptionsWeighted Average Exercise PriceWeighted Average Remaining Contractual Life (years)Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 202311,056,324 $7.74 4.82$31,221 
  Granted - service conditions124,093 10.58 
  Granted - market conditions73,738 10.50 
  Exercised(907,793)8.23 2,624 
  Settled(3,186,653)8.75 11,468 
  Forfeited and expired(72,457)7.30 
Outstanding at September 30, 20247,087,252 $7.30 6.32$20,327 
Exercisable at September 30, 20243,554,516 $7.05 5.05$11,051 

The maximum contractual term of stock options is 10 years.

Restricted Stock Awards

During the nine months ended September 30, 2024, the Company granted 85,787 shares, including 61,905 shares to non-employee directors, with vesting periods of one to three years. The fair value of the restricted stock awards is equal to the closing share price on the date of grant.

The following table summarizes restricted stock activity for the nine months ended September 30, 2024:

Number of SharesWeighted Average Fair Value
Non-vested balance at January 1, 2024125,145$8.54 
  Shares granted85,787 10.83 
  Shares vested(83,584)8.00 
Non-vested balance at September 30, 2024127,348$10.44 

Restricted Stock Units

The following table summarizes restricted stock unit activity for the nine months ended September 30, 2024:

Number of SharesWeighted Average Fair Value
Non-vested balance at January 1, 2024873,265$7.69 
  Shares granted - service conditions— — 
  Shares granted - market conditions— — 
  Shares vested(145,537)8.45 
Non-vested balance at September 30, 2024727,728$7.54 

The Company did not grant any stock units during the nine months ended September 30, 2024.
Employee Stock Purchase Plan

During the nine months ended September 30, 2024, a total of 75,846 shares of Class A common stock were issued under the 2021 Employee Stock Purchase Plan (the "ESPP").

For the three months ended September 30, 2024 and 2023, the Company recognized approximately $2.0 million and $2.4 million, respectively, of stock-based compensation expense with respect to options, restricted stock awards, restricted stock units and the ESPP. For the nine months ended September 30, 2024 and 2023, the Company recognized approximately $6.9 million and $6.2 million, respectively, of stock-based compensation expense with respect to options, restricted stock awards, restricted stock units and the ESPP.

As of September 30, 2024, total unrecognized stock-based compensation expense related to our stock options and restricted stock was $5.2 million and $4.3 million, respectively, and is expected to be recognized over a weighted average period of 2.0 years and 1.9 years, respectively.

Dividends Declared

On July 22, 2024 the board of directors approved a dividend of $0.1975 per share. The dividend of $3.0 million was paid to holders of record as of October 15, 2024 on November 1, 2024.

On October 28, 2024 the board of directors approved a dividend of $0.1975 per share. The dividend will be paid to holders of record as of January 21 2025, on February 1, 2025.

Stock Repurchase

On April 1, 2024, the Company repurchased 1.5 million shares of the Company’s Class A common stock from MSG National Properties, LLC (“MSG”) for total consideration in the aggregate amount of $14.6 million, or $9.76 per share. The shares were retired upon repurchase.

Stock Repurchase Plan

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

During the nine months ended September 30, 2024 a total of 2,281,631 shares of Class A common stock were repurchased. As of September 30, 2024, a total of 2,491,022 shares were repurchased under the 2021 Stock Repurchase Plan.

Option Settlement

In late March of 2024, the Company launched a program that offered certain holders a cash settlement of options that were granted in July 2014 following the completion of the Company's initial public offering. These options were approaching their expiration date in July 2024. The cash settlement amount to be paid to each holder was indexed to the closing price of the Company's Class A common stock, as reported on the New York Stock Exchange consolidated tape, as of the date prior to each respective cash settlement election date, less the respective option exercise price. During the nine months ended September 30, 2024, a total of $11.5 million was paid in connection with the cash settlement of 3.2 million options. During the nine months ended September 30, 2024, a total of $4.6 million of expense was recognized as a component of stock-based compensation in connection with the cash settlement of the options.
Stock Bonus Program

In April of 2024, the Company launched a stock bonus program that offered certain employees the option to receive their 2024 annual incentive compensation in the form of the Company's Class A common stock. The incentive compensation to be paid to each employee was fixed at the time of election to participate in the program and the number of shares to be issued will be determined based on the closing price of the Company's Class A common stock on the settlement date in late 2024 or early 2025. During the three and nine months ended September 30, 2024, a total of $0.9 million and $2.6 million of expense was recognized as a component of stock-based compensation in connection with the stock bonus program.
v3.24.3
Net Loss Per Share
 9 Months Ended
Sep. 30, 2024
Earnings Per Share [Abstract]  
Net Loss Per Share Net Loss Per Share
Basic earnings per common share (“EPS”) is generally calculated as income available to common shareholders divided by the weighted average number of common shares outstanding. Diluted EPS is generally calculated as income available to common shareholders divided by the weighted average number of common shares outstanding plus the dilutive effect of common share equivalents. Stock-based compensation awards that are out-of-the-money and stock options and restricted stock units in which the market-based performance criteria have not been met as of the end of the respective reporting period are omitted from the calculation of Diluted EPS.

The following table sets forth the computations of basic and diluted net loss per share for the three and nine months ended September 30, 2024 and 2023 (in thousands, except per share data):

Three Months Ended 
September 30,		Nine Months Ended September 30,
2024202320242023
Numerator:
Net income (loss)$11,336 $(36,503)$(35,969)$(41,144)
Net income from non-controlling interest489 496 1,292 1,476 
Net income (loss) attributable to controlling interest$10,847 $(36,999)$(37,261)$(42,620)
Denominator:
Weighted average shares of common stock outstanding15,296 16,277 15,650 16,897 
Effect of dilutive common stock equivalents1,931 — — — 
Weighted average diluted common shares outstanding17,227 16,277 15,650 16,897 
Basic income (loss) per share$0.71 $(2.27)$(2.38)$(2.52)
Diluted income (loss) per share$0.63 $(2.27)$(2.38)$(2.52)

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

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Stock options173 10,135 7,522 10,226 
Stock options with unsatisfied market conditions1,175 1,126 1,173 981 
Restricted stock units— 219 369 205 
Restricted stock units with unsatisfied market conditions364 219 396 205 
Restricted stock awards17 122 120 118 
Shares expected to be issued under stock bonus program— — 297 — 
Shares expected to be issued under the 2021 Employee Stock Purchase Plan— 51 39 61 
v3.24.3
Commitments and Contingencies
 9 Months Ended
Sep. 30, 2024
Subsequent Events [Abstract]  
Commitments and Contingencies Commitments and ContingenciesThe Company is involved in legal proceedings in which damages and claims have been asserted against us. The Company believes that we have valid defenses to such proceedings and claims and intends to vigorously defend the Company. Management does not believe that any such matters will have a material adverse effect on our financial position, results of operations, or liquidity. The Company records a loss contingency if the potential loss from a proceeding or claim is considered probable and the amount can be reasonably estimated or a range of loss can be determined. The Company provides disclosure when it is reasonably possible that a loss will be incurred in excess of any recorded provision. Significant judgment is required in these determinations. As additional information becomes available, the Company reassesses prior determinations and may change its estimates. Litigation is subject to many uncertainties, and the outcome of litigation is not predictable with assurance.
v3.24.3
Segment Reporting
 9 Months Ended
Sep. 30, 2024
Segment Reporting [Abstract]  
Segment Reporting Segment Reporting
Operating segments are organized internally by type of products and services provided. Based on the information reviewed by the Company's CEO in his capacity as Chief Operating Decision Maker ("CODM"), the Company has identified three segments: Subscription Digital Marketing Solutions, Digital Advertising and Broadcast Advertising. The remainder of our business is reported in the Other category.

The Company operates in one geographic area. The Company's assets and liabilities are managed within markets outside the top 50 across the United States where the Company conducts its business and are reported internally in the same manner as the Consolidated Financial Statements; thus, no additional information regarding assets and liabilities of the Company’s reportable segments is produced for the Company's CEO or included in these Consolidated Financial Statements. Intangible assets consist principally of FCC broadcast licenses and other definite-lived intangible assets and primarily support the Company’s Broadcast Advertising segment. For further information see Note 5, Goodwill and Other Intangible Assets. The Company does not have any material inter-segment sales.

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

The following tables present the Company's reportable segment results for the three months ended September 30, 2024 (in thousands):

Subscription Digital Marketing SolutionsDigital AdvertisingBroadcast AdvertisingOtherCorporate and Other Reconciling ItemsTotal
Net revenue$19,080 $40,861 $54,330 $1,040 $— $115,311 
Direct operating expenses, excluding depreciation, amortization and stock-based compensation13,956 30,050 38,560 1,228 — 83,794 
Depreciation and amortization602 251 2,715 32 1,347 4,947 
Corporate expenses— — — — 6,063 6,063 
Stock-based compensation134 143 188 4 2,398 2,867 
Transaction and business realignment costs— — 161 5 479 645 
Impairment of intangible assets, investments, goodwill and long-lived assets
— — 134 1,674 200 2,008 
Net gain on sale and retirement of assets— — (110)— — (110)
Operating income (loss)$4,388 $10,417 $12,682 $(1,903)$(10,487)$15,097 
The following table presents the Company's reportable segment results for the three months ended September 30, 2023 (in thousands):

Subscription Digital Marketing SolutionsDigital AdvertisingBroadcast AdvertisingOtherCorporate and Other Reconciling ItemsTotal
Net revenue$20,257 $39,009 $54,179 $1,659 $— $115,104 
Direct operating expenses, excluding depreciation, amortization and stock-based compensation14,498 27,271 37,510 2,044 — 81,323 
Depreciation and amortization325 147 3,263 35 947 4,717 
Corporate expenses— — — — 6,604 6,604 
Stock-based compensation152 143 240 4 1,811 2,350 
Transaction and business realignment costs— — 6 3 152 161 
Impairment of intangible assets, investments and long-lived assets
— — 26,603 — 4,367 30,970 
Net gain on sale and retirement of assets— — (362)— — (362)
Operating income (loss)$5,282 $11,448 $(13,081)$(427)$(13,881)$(10,659)
The following tables present the Company's reportable segment results for the nine months ended September 30, 2024 (in thousands):

Subscription Digital Marketing SolutionsDigital AdvertisingBroadcast AdvertisingOtherCorporate and Other Reconciling ItemsTotal
Net revenue$55,848 $116,541 $153,418 $7,362 $— $333,169 
Direct operating expenses, excluding depreciation, amortization and stock-based compensation40,251 87,665 111,442 6,843 — 246,201 
Depreciation and amortization1,824 698 8,386 97 3,891 14,896 
Corporate expenses— — — — 17,762 17,762 
Stock-based compensation468 499 546 12 12,537 14,062 
Transaction and business realignment costs— — 249 17 3,417 3,683 
Impairment of intangible assets, investments, goodwill and long-lived assets
— 1,784 30,137 2,583 1,760 36,264 
Net gain on sale and retirement of assets— — (66)— — (66)
Operating income (loss)$13,305 $25,895 $2,724 $(2,190)$(39,367)$367 
The following tables present the Company's reportable segment results for the nine months ended September 30, 2023 (in thousands):

Subscription Digital Marketing SolutionsDigital AdvertisingBroadcast AdvertisingOtherCorporate and Other Reconciling ItemsTotal
Net revenue$63,086 $113,842 $153,822 $8,695 $— $339,445 
Direct operating expenses, excluding depreciation, amortization and stock-based compensation45,703 77,666 113,858 8,074 — 245,301 
Depreciation and amortization980 479 10,245 104 2,688 14,496 
Corporate expenses— — — — 18,911 18,911 
Stock-based compensation431 258 622 10 4,907 6,228 
Transaction and business realignment costs— — 366 14 384 764 
Impairment of intangible assets, investments and long-lived assets
— — 51,833 — 13,864 65,697 
Net gain on sale and retirement of assets— — (703)— — (703)
Operating income (loss)$15,972 $35,439 $(22,399)$493 $(40,754)$(11,249)
v3.24.3
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Pay vs Performance Disclosure        
Controlling interests $ 10,847 $ (36,999) $ (37,261) $ (42,620)
v3.24.3
Insider Trading Arrangements
 3 Months Ended
Sep. 30, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.3
Summary of Significant Accounting Policies (Policies)
 9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Basis of Presentation
Basis of Presentation

The accompanying Unaudited Consolidated Financial Statements should be read in conjunction with the Company’s audited Consolidated Financial Statements and related notes thereto included in the Company's Annual Report on Form 10-K (the "2023 Annual Report on Form 10-K"). The accompanying unaudited interim Consolidated Financial Statements include the consolidated accounts of the Company and its wholly-owned subsidiaries, with all significant intercompany balances and transactions eliminated in consolidation. These financial statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. All adjustments (consisting only of normal, recurring adjustments) necessary for a fair presentation of results of operations and financial condition as of the end of the interim periods have been included. The results of operations for the three and nine months ended September 30, 2024, cash flows for the nine months ended September 30, 2024, and the Company’s financial condition as of such date are not necessarily indicative of the results of operations or cash flows that can be expected for, or the Company’s financial condition as of, any other interim period or for the fiscal year ending December 31, 2024. The Consolidated Balance Sheet as of December 31, 2023 is derived from the audited Consolidated Financial Statements at that date.
Use of Estimates
Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosures of contingent assets and liabilities. On an ongoing basis, the Company evaluates its significant estimates, including those related to assumptions used in determining the fair value of assets and liabilities acquired in a business combination, impairment testing of intangible assets, valuation and impairment testing of long-lived tangible assets and investments, the present value of leasing arrangements, share-based payment expense and the calculation of allowance for credit losses and income taxes. The Company bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the result of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
Recently Issued Standards That Have Not Yet Been Adopted
Recently Issued Standards That Have Not Yet Been Adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting – Improvements to Reportable Segments Disclosures, which enhances disclosures of significant segment expenses by requiring the disclosure of significant segment expenses regularly provided to the chief operating decision maker, extending certain annual disclosures to interim periods, and permitting more than one measure of segment profit or loss to be reported under certain conditions. The amendments are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption of the amendment is permitted, including adoption in any interim periods for which financial statements have not been issued. As this update only requires additional disclosures, the adoption of this standard is not expected to have a significant impact on the Consolidated Financial Statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires additional categories of information about federal and state income taxes in the rate reconciliation table and to provide more details about reconciling items in some categories if items meet a quantitative threshold. The guidance also requires the disclosure of income taxes paid, net of refunds, disaggregated by federal and state taxes for annual periods and to disaggregate the information by jurisdiction based on a quantitative threshold. The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. As this update only requires additional disclosures, the adoption of this standard is not expected to have a significant impact on the Consolidated Financial Statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, which requires the disclosure in the notes to financial statements, information about certain costs and expenses including, purchases of inventory, employee compensation, depreciation and intangible asset amortization. The guidance also requires a qualitative description of amounts remaining in certain expense captions that are not separately disaggregated on a quantitative basis, as well as the disclosure of the total amount of selling expenses. The guidance is effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted.
Revenue Recognition
Political net revenue includes the sale of advertising for political advertisers. Contracted performance obligations under political contracts consist of the broadcast and placement of digital advertisements. Management views political revenue separately based on the episodic nature of election cycles and local issues calendars.

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

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

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

In contracts with multiple performance obligations, we identify each performance obligation and evaluate whether the performance obligations are distinct within the context of the contract at contract inception. When multiple performance obligations are identified, we identify how control transfers to the customer for each distinct contract obligation and determine the period when the obligations are satisfied. If obligations are satisfied in the same period, no allocation of revenue is deemed to be necessary. In the event performance obligations within a bundled contract do not run concurrently, we allocate revenue to each performance obligation based on its relative standalone selling price. We generally determine standalone selling prices based on the prices charged to customers. Performance obligations that are not distinct at contract inception are combined.
Performance Obligations
We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. Amounts related to performance obligations with expected durations of greater than one year are at a fixed price per unit and do not include any upfront or minimum payments requiring any estimation or allocation of revenue.
v3.24.3
Revenue Recognition (Tables)
 9 Months Ended
Sep. 30, 2024
Revenue from Contract with Customer [Abstract]  
Schedule of Disaggregation of Revenue
The following tables present a disaggregation of our revenue by reporting segment and revenue from political sources and all other sources (in thousands) for the three and nine months ended September 30, 2024 and 2023:
Three Months Ended September 30, 2024
Three Months Ended September 30, 2023
Subscription Digital Marketing SolutionsDigital AdvertisingBroadcast AdvertisingOtherTotalSubscription Digital Marketing SolutionsDigital AdvertisingBroadcast AdvertisingOtherTotal
Net Revenue (ex Political)$19,080 $40,716 $50,775 $1,040 $111,611 $20,257 $38,943 $53,618 $1,659 $114,477 
Political— 145 3,555 — 3,700 — 66 561 — 627 
Net Revenue$19,080 $40,861 $54,330 $1,040 $115,311 $20,257 $39,009 $54,179 $1,659 $115,104 

Nine Months Ended September 30, 2024
Nine Months Ended September 30, 2023
Subscription Digital Marketing SolutionsDigital AdvertisingBroadcast AdvertisingOtherTotalSubscription Digital Marketing SolutionsDigital AdvertisingBroadcast AdvertisingOtherTotal
Net Revenue (ex Political)$55,848 $116,177 $147,563 $7,362 $326,950 $63,086 $113,715 $152,704 $8,695 $338,200 
Political— 364 5,855 — 6,219 — 127 1,118 — 1,245 
Net Revenue$55,848 $116,541 $153,418 $7,362 $333,169 $63,086 $113,842 $153,822 $8,695 $339,445 
Schedule of Receivables, Contract Assets and Contract Liabilities from Contracts with Customers
The following tables provides information about receivables, contract assets and contract liabilities from contracts with customers (in thousands):

September 30,
2024
December 31, 
2023
Accounts Receivable$57,654 $60,780 
Short-term contract liabilities (deferred revenue)$9,092 $9,059 
Contract Acquisition Costs$6,600 $5,175 
Schedule of the Change in the Allowance for Doubtful Accounts
The change in the allowance for credit losses for the nine months ended September 30, 2024 was as follows (in thousands):

Balance at December 31, 2023$4,041 
Provision for credit losses4,036 
Amounts written off against allowance, net of recoveries(3,946)
Balance at September 30, 2024$4,131 
v3.24.3
Property and Equipment, net (Tables)
 9 Months Ended
Sep. 30, 2024
Property, Plant and Equipment [Abstract]  
Schedule of Property and Equipment, Net
Property and equipment, net consisted of the following (in thousands):

September 30, 2024
December 31, 2023
Land and improvements
$18,781 $19,320 
Buildings and leasehold improvements
59,348 58,302 
Broadcast equipment
111,143 107,663 
Computer and office equipment
26,477 25,097 
Furniture and fixtures
22,477 22,384 
Transportation equipment
18,809 18,573 
Software development costs
50,635 45,347 
Total property and equipment, gross
307,670 296,686 
Less accumulated depreciation and amortization
(197,242)(186,492)
Total property and equipment, net
$110,428 $110,194 
v3.24.3
Goodwill and Other Intangible Assets (Tables)
 9 Months Ended
Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Assumptions Used in Annual Impairment Assessments
The key assumptions used in applying the direct valuation method are summarized as follows:

September 30, 2024
Discount Rate15.4%
Long-term Revenue Growth Rate(0.5)%
LowHigh
Mature Market Share*20.7%75.0%
Operating Profit Margin23.1%46.7%

June 30, 2024
Discount Rate16.5%
Long-term Revenue Growth Rate0.0%
LowHigh
Mature Market Share*20.7%75.0%
Operating Profit Margin23.1%46.7%

March 31, 2024
Discount Rate13.7%
Long-term Revenue Growth Rate0.0%
LowHigh
Mature Market Share*22.0%73.0%
Operating Profit Margin23.1%46.7%
* Market share assumption used when reliable third-party data is available. Otherwise, Company results and forecasts are utilized.
Schedule of Goodwill
The following table presents changes in goodwill by segment during the nine months ended September 30, 2024:
Subscription Digital Marketing SolutionsDigital AdvertisingBroadcast AdvertisingOtherTotal
Balance at December 31, 2023$77,000 $77,687 $— $2,583 $157,270 
Impairment— (1,784)— (2,583)(4,367)
Balance at September 30, 2024$77,000 $75,903 $— $— $152,903 
Schedule of Finite-Lived Intangible Assets
The following tables present details of our intangible assets as of September 30, 2024 and December 31, 2023, respectively (in thousands):

September 30, 2024
Weighted Average Useful Life (in Years)Gross Carrying AmountAccumulated AmortizationNet Carrying Amount
Intangible Assets:
FCC licenses
Indefinite$151,582 $— $151,582 
Content rights and other intangible assets
2 - 8
32,518 (18,921)13,597 
Total
$184,100 $(18,921)$165,179 

December 31, 2023
Weighted Average Useful Life (in Years)Gross Carrying AmountAccumulated AmortizationNet Carrying Amount
Intangible Assets:
FCC licenses
Indefinite$181,236 $— $181,236 
Content rights and other intangible assets
3 - 9
32,630 (13,560)19,070 
Total
$213,866 $(13,560)$200,306 
Schedule of Indefinite-Lived Intangible Assets
The following tables present details of our intangible assets as of September 30, 2024 and December 31, 2023, respectively (in thousands):

September 30, 2024
Weighted Average Useful Life (in Years)Gross Carrying AmountAccumulated AmortizationNet Carrying Amount
Intangible Assets:
FCC licenses
Indefinite$151,582 $— $151,582 
Content rights and other intangible assets
2 - 8
32,518 (18,921)13,597 
Total
$184,100 $(18,921)$165,179 

December 31, 2023
Weighted Average Useful Life (in Years)Gross Carrying AmountAccumulated AmortizationNet Carrying Amount
Intangible Assets:
FCC licenses
Indefinite$181,236 $— $181,236 
Content rights and other intangible assets
3 - 9
32,630 (13,560)19,070 
Total
$213,866 $(13,560)$200,306 
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense
Estimated future amortization expense for each of the five succeeding fiscal years and thereafter as of September 30, 2024 is as follows (in thousands):

2024 (remainder)$1,824 
20253,609 
20263,195 
20271,978 
20281,880 
Thereafter1,111 
$13,597 
v3.24.3
Long-Term Debt (Tables)
 9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Schedule of Long-term Debt Instruments
Total debt outstanding is summarized as follows (in thousands):

September 30,
2024		December 31,
2023
2026 Notes$478,936 $503,618 
Deferred financing costs(2,234)(3,960)
Total long-term debt$476,702 $499,658 
Schedule of Annual Maturities of Long-term Debt
Annual maturities of the Company's long-term debt as of September 30, 2024 are as follows (in thousands):

2024 (remainder)$— 
2025— 
2026478,936 
2027— 
2028— 
Thereafter— 
$478,936 
v3.24.3
Stockholders' Equity (Tables)
 9 Months Ended
Sep. 30, 2024
Equity [Abstract]  
Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award These options contain market conditions whereby the options will vest and become exercisable subject to the achievement of a specified volume weighted average trading price ("VWAP") over a specified period and continued employment through the performance period each as observed and summarized below, respectively:
VWAP over 20 consecutive trading days of the three-year performance period
VWAPNumber of Options that Vest
$12.4024,577
$14.4024,577
$16.4024,584
73,738
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions The below table summarizes the assumptions used to estimate the fair value of the equity options granted:
Monte Carlo ModelBlack-Scholes Model
Expected volatility53.0 %
51% - 52%
Expected term5.33 years
6.01 - 7.00 years
Risk free interest rate
4.03%
3.63% - 4.23%
Expected dividend yield7.14 %
7.14% - 8.32%
Schedule of Share-based Compensation, Stock Options, Activity
The following table summarizes all option activity for the nine months ended September 30, 2024:

OptionsWeighted Average Exercise PriceWeighted Average Remaining Contractual Life (years)Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 202311,056,324 $7.74 4.82$31,221 
  Granted - service conditions124,093 10.58 
  Granted - market conditions73,738 10.50 
  Exercised(907,793)8.23 2,624 
  Settled(3,186,653)8.75 11,468 
  Forfeited and expired(72,457)7.30 
Outstanding at September 30, 20247,087,252 $7.30 6.32$20,327 
Exercisable at September 30, 20243,554,516 $7.05 5.05$11,051 
The following table summarizes restricted stock unit activity for the nine months ended September 30, 2024:

Number of SharesWeighted Average Fair Value
Non-vested balance at January 1, 2024873,265$7.69 
  Shares granted - service conditions— — 
  Shares granted - market conditions— — 
  Shares vested(145,537)8.45 
Non-vested balance at September 30, 2024727,728$7.54 
Schedule of Nonvested Restricted Stock Shares Activity
The following table summarizes restricted stock activity for the nine months ended September 30, 2024:

Number of SharesWeighted Average Fair Value
Non-vested balance at January 1, 2024125,145$8.54 
  Shares granted85,787 10.83 
  Shares vested(83,584)8.00 
Non-vested balance at September 30, 2024127,348$10.44 
v3.24.3
Net Loss Per Share (Tables)
 9 Months Ended
Sep. 30, 2024
Earnings Per Share [Abstract]  
Schedule of Earnings (Loss) Per Share, Basic and Diluted
The following table sets forth the computations of basic and diluted net loss per share for the three and nine months ended September 30, 2024 and 2023 (in thousands, except per share data):

Three Months Ended 
September 30,		Nine Months Ended September 30,
2024202320242023
Numerator:
Net income (loss)$11,336 $(36,503)$(35,969)$(41,144)
Net income from non-controlling interest489 496 1,292 1,476 
Net income (loss) attributable to controlling interest$10,847 $(36,999)$(37,261)$(42,620)
Denominator:
Weighted average shares of common stock outstanding15,296 16,277 15,650 16,897 
Effect of dilutive common stock equivalents1,931 — — — 
Weighted average diluted common shares outstanding17,227 16,277 15,650 16,897 
Basic income (loss) per share$0.71 $(2.27)$(2.38)$(2.52)
Diluted income (loss) per share$0.63 $(2.27)$(2.38)$(2.52)

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

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Stock options173 10,135 7,522 10,226 
Stock options with unsatisfied market conditions1,175 1,126 1,173 981 
Restricted stock units— 219 369 205 
Restricted stock units with unsatisfied market conditions364 219 396 205 
Restricted stock awards17 122 120 118 
Shares expected to be issued under stock bonus program— — 297 — 
Shares expected to be issued under the 2021 Employee Stock Purchase Plan— 51 39 61 
v3.24.3
Segment Reporting (Tables)
 9 Months Ended
Sep. 30, 2024
Segment Reporting [Abstract]  
Schedule of Segment Reporting Information, by Segment
The following tables present the Company's reportable segment results for the three months ended September 30, 2024 (in thousands):

Subscription Digital Marketing SolutionsDigital AdvertisingBroadcast AdvertisingOtherCorporate and Other Reconciling ItemsTotal
Net revenue$19,080 $40,861 $54,330 $1,040 $— $115,311 
Direct operating expenses, excluding depreciation, amortization and stock-based compensation13,956 30,050 38,560 1,228 — 83,794 
Depreciation and amortization602 251 2,715 32 1,347 4,947 
Corporate expenses— — — — 6,063 6,063 
Stock-based compensation134 143 188 4 2,398 2,867 
Transaction and business realignment costs— — 161 5 479 645 
Impairment of intangible assets, investments, goodwill and long-lived assets
— — 134 1,674 200 2,008 
Net gain on sale and retirement of assets— — (110)— — (110)
Operating income (loss)$4,388 $10,417 $12,682 $(1,903)$(10,487)$15,097 
The following table presents the Company's reportable segment results for the three months ended September 30, 2023 (in thousands):

Subscription Digital Marketing SolutionsDigital AdvertisingBroadcast AdvertisingOtherCorporate and Other Reconciling ItemsTotal
Net revenue$20,257 $39,009 $54,179 $1,659 $— $115,104 
Direct operating expenses, excluding depreciation, amortization and stock-based compensation14,498 27,271 37,510 2,044 — 81,323 
Depreciation and amortization325 147 3,263 35 947 4,717 
Corporate expenses— — — — 6,604 6,604 
Stock-based compensation152 143 240 4 1,811 2,350 
Transaction and business realignment costs— — 6 3 152 161 
Impairment of intangible assets, investments and long-lived assets
— — 26,603 — 4,367 30,970 
Net gain on sale and retirement of assets— — (362)— — (362)
Operating income (loss)$5,282 $11,448 $(13,081)$(427)$(13,881)$(10,659)
The following tables present the Company's reportable segment results for the nine months ended September 30, 2024 (in thousands):

Subscription Digital Marketing SolutionsDigital AdvertisingBroadcast AdvertisingOtherCorporate and Other Reconciling ItemsTotal
Net revenue$55,848 $116,541 $153,418 $7,362 $— $333,169 
Direct operating expenses, excluding depreciation, amortization and stock-based compensation40,251 87,665 111,442 6,843 — 246,201 
Depreciation and amortization1,824 698 8,386 97 3,891 14,896 
Corporate expenses— — — — 17,762 17,762 
Stock-based compensation468 499 546 12 12,537 14,062 
Transaction and business realignment costs— — 249 17 3,417 3,683 
Impairment of intangible assets, investments, goodwill and long-lived assets
— 1,784 30,137 2,583 1,760 36,264 
Net gain on sale and retirement of assets— — (66)— — (66)
Operating income (loss)$13,305 $25,895 $2,724 $(2,190)$(39,367)$367 
The following tables present the Company's reportable segment results for the nine months ended September 30, 2023 (in thousands):

Subscription Digital Marketing SolutionsDigital AdvertisingBroadcast AdvertisingOtherCorporate and Other Reconciling ItemsTotal
Net revenue$63,086 $113,842 $153,822 $8,695 $— $339,445 
Direct operating expenses, excluding depreciation, amortization and stock-based compensation45,703 77,666 113,858 8,074 — 245,301 
Depreciation and amortization980 479 10,245 104 2,688 14,496 
Corporate expenses— — — — 18,911 18,911 
Stock-based compensation431 258 622 10 4,907 6,228 
Transaction and business realignment costs— — 366 14 384 764 
Impairment of intangible assets, investments and long-lived assets
— — 51,833 — 13,864 65,697 
Net gain on sale and retirement of assets— — (703)— — (703)
Operating income (loss)$15,972 $35,439 $(22,399)$493 $(40,754)$(11,249)
v3.24.3
Organization and Basis of Presentation (Details)
Sep. 30, 2024
website
market
radio_station
Sep. 30, 2023
market
Organization and Basis of Presentation [Line Items]    
Number of radio stations | radio_station 349  
United States    
Organization and Basis of Presentation [Line Items]    
Number of markets | market 74 74
Minimum    
Organization and Basis of Presentation [Line Items]    
Number of local websites (more than) | website 400  
v3.24.3
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Disaggregation of Revenue [Line Items]        
Net revenue $ 115,311 $ 115,104 $ 333,169 $ 339,445
Subscription Digital Marketing Solutions        
Disaggregation of Revenue [Line Items]        
Net revenue 19,080 20,257 55,848 63,086
Digital Advertising        
Disaggregation of Revenue [Line Items]        
Net revenue 40,861 39,009 116,541 113,842
Broadcast Advertising        
Disaggregation of Revenue [Line Items]        
Net revenue 54,330 54,179 153,418 153,822
Other        
Disaggregation of Revenue [Line Items]        
Net revenue 1,040 1,659 7,362 8,695
Net Revenue (ex Political)        
Disaggregation of Revenue [Line Items]        
Net revenue 111,611 114,477 326,950 338,200
Net Revenue (ex Political) | Subscription Digital Marketing Solutions        
Disaggregation of Revenue [Line Items]        
Net revenue 19,080 20,257 55,848 63,086
Net Revenue (ex Political) | Digital Advertising        
Disaggregation of Revenue [Line Items]        
Net revenue 40,716 38,943 116,177 113,715
Net Revenue (ex Political) | Broadcast Advertising        
Disaggregation of Revenue [Line Items]        
Net revenue 50,775 53,618 147,563 152,704
Net Revenue (ex Political) | Other        
Disaggregation of Revenue [Line Items]        
Net revenue 1,040 1,659 7,362 8,695
Political        
Disaggregation of Revenue [Line Items]        
Net revenue 3,700 627 6,219 1,245
Political | Subscription Digital Marketing Solutions        
Disaggregation of Revenue [Line Items]        
Net revenue 0 0 0 0
Political | Digital Advertising        
Disaggregation of Revenue [Line Items]        
Net revenue 145 66 364 127
Political | Broadcast Advertising        
Disaggregation of Revenue [Line Items]        
Net revenue 3,555 561 5,855 1,118
Political | Other        
Disaggregation of Revenue [Line Items]        
Net revenue $ 0 $ 0 $ 0 $ 0
v3.24.3
Revenue Recognition - Narrative (Details) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Disaggregation of Revenue [Line Items]          
Short-term contract liabilities (deferred revenue) $ 9,092,000   $ 9,092,000   $ 9,059,000
Revenue recognized 700,000 $ 600,000 7,800,000 $ 9,100,000  
Deferred costs 6,600,000   6,600,000   $ 5,175,000
Recognized amortization 1,000,000 1,800,000 3,200,000 5,100,000  
Impairment loss $ 0 $ 0 $ 0 $ 0  
Minimum          
Disaggregation of Revenue [Line Items]          
Payment terms (in days)     30 days    
Minimum | Short-term contracts          
Disaggregation of Revenue [Line Items]          
Payment terms for local advertising contracts (in days)     30 days    
Payment terms for national agency advertising contracts (in days)     60 days    
Maximum          
Disaggregation of Revenue [Line Items]          
Payment terms (in days)     60 days    
Maximum | Short-term contracts          
Disaggregation of Revenue [Line Items]          
Payment terms for local advertising contracts (in days)     60 days    
Payment terms for national agency advertising contracts (in days)     90 days    
v3.24.3
Revenue Recognition - Summary of Receivables, Contract Assets and Contract Liabilities from Contracts (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Revenue from Contract with Customer [Abstract]    
Accounts Receivable $ 57,654 $ 60,780
Short-term contract liabilities (deferred revenue) 9,092 9,059
Contract Acquisition Costs $ 6,600 $ 5,175
v3.24.3
Revenue Recognition - Schedule of the Change in the Allowance for Doubtful Accounts (Details) - USD ($)
$ in Thousands
 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Revenue from Contract with Customer [Roll Forward]    
Beginning balance $ 4,041  
Provision for credit losses 4,036 $ 2,817
Amounts written off against allowance, net of recoveries (3,946)  
Ending balance $ 4,131  
v3.24.3
Property and Equipment, net - Schedule of Property and Equipment, Net (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Property, Plant and Equipment [Line Items]    
Total property and equipment, gross $ 307,670 $ 296,686
Less accumulated depreciation and amortization (197,242) (186,492)
Total property and equipment, net 110,428 110,194
Land and improvements    
Property, Plant and Equipment [Line Items]    
Total property and equipment, gross 18,781 19,320
Buildings and leasehold improvements    
Property, Plant and Equipment [Line Items]    
Total property and equipment, gross 59,348 58,302
Broadcast equipment    
Property, Plant and Equipment [Line Items]    
Total property and equipment, gross 111,143 107,663
Computer and office equipment    
Property, Plant and Equipment [Line Items]    
Total property and equipment, gross 26,477 25,097
Furniture and fixtures    
Property, Plant and Equipment [Line Items]    
Total property and equipment, gross 22,477 22,384
Transportation equipment    
Property, Plant and Equipment [Line Items]    
Total property and equipment, gross 18,809 18,573
Software development costs    
Property, Plant and Equipment [Line Items]    
Total property and equipment, gross $ 50,635 $ 45,347
v3.24.3
Property and Equipment, net - Narrative (Details)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
Sep. 30, 2024
USD ($)
market
Sep. 30, 2023
USD ($)
Dec. 31, 2023
USD ($)
Property, Plant and Equipment [Line Items]          
Depreciation and amortization expense $ 4,300,000 $ 4,100,000 $ 13,100,000 $ 12,700,000  
Impairment charge to operating lease right-of-use assets     $ 300,000    
Number of local markets | market     3    
Finance lease, right-of-use asset $ 0   $ 0   $ 0
Binghamton, NY          
Property, Plant and Equipment [Line Items]          
Impairment charge to operating lease right-of-use assets       400,000  
Disposal Group, Held-for-Sale, Not Discontinued Operations | Trenton, NJ          
Property, Plant and Equipment [Line Items]          
Impairment charge to operating lease right-of-use assets     $ 100,000    
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Bozeman, MT, and Yakima, WA          
Property, Plant and Equipment [Line Items]          
Gain on sale of buildings and land       700,000  
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Battle Creek, MI          
Property, Plant and Equipment [Line Items]          
Impairment charges to long-lived assets       $ 400,000  
v3.24.3
Goodwill and Other Intangible Assets - Narrative (Details)
 3 Months Ended 9 Months Ended
Mar. 01, 2023
USD ($)
Sep. 30, 2024
USD ($)
market
Jun. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
market
Mar. 31, 2022
USD ($)
Sep. 30, 2024
USD ($)
market
Sep. 30, 2023
USD ($)
market
Dec. 31, 2023
USD ($)
Indefinite-lived Intangible Assets [Line Items]                
Impairment charge       $ 23,600,000   $ 29,700,000 $ 48,400,000  
Number of local markets with impairment charge incurred | market   26   24   26 32  
Goodwill   $ 152,903,000       $ 152,903,000   $ 157,270,000
Impairment charge           4,367,000    
Digital assets $ 2,100,000              
Amortization of intangible assets   1,800,000   $ 1,800,000   $ 5,500,000 $ 5,400,000  
Maximum                
Indefinite-lived Intangible Assets [Line Items]                
Impairment, weighted average cost of capital           13.40%    
Perpetual growth rate           3.20%    
National Digital                
Indefinite-lived Intangible Assets [Line Items]                
Fair value in excess of carrying amount percentage               117.00%
Impairment charge     $ 1,800,000          
Townsquare Ignite                
Indefinite-lived Intangible Assets [Line Items]                
Fair value in excess of carrying amount percentage               41.00%
Analytical Services                
Indefinite-lived Intangible Assets [Line Items]                
Fair value in excess of carrying amount percentage               157.00%
Townsquare Interactive Segment                
Indefinite-lived Intangible Assets [Line Items]                
Fair value in excess of carrying amount percentage               147.00%
Local Advertising                
Indefinite-lived Intangible Assets [Line Items]                
Goodwill   0       $ 0   $ 0
Amped                
Indefinite-lived Intangible Assets [Line Items]                
Goodwill   0       0   $ 0
Live Events                
Indefinite-lived Intangible Assets [Line Items]                
Goodwill   0       $ 0    
Impairment charge   $ 1,700,000 $ 900,000          
United States                
Indefinite-lived Intangible Assets [Line Items]                
Number of markets | market   74   74   74 74  
FCC licenses                
Indefinite-lived Intangible Assets [Line Items]                
Renewal period           8 years    
FCC licenses | Weighted Average Cost Of Capital                
Indefinite-lived Intangible Assets [Line Items]                
Point increase, assumptions   1.00%       1.00%    
Estimated fair value, assumptions           $ 21,100,000    
Impairment charge, assumptions           3,300,000    
FCC licenses | Long-Term Revenue Growth                
Indefinite-lived Intangible Assets [Line Items]                
Estimated fair value, assumptions           10,500,000    
Impairment charge, assumptions           $ 9,000,000    
Point decrease assumptions   10000.00%       10000.00%    
FCC licenses | Operating Profit Margins                
Indefinite-lived Intangible Assets [Line Items]                
Estimated fair value, assumptions           $ 10,300,000    
Impairment charge, assumptions           $ 9,000,000    
Point decrease assumptions   1.00%       1.00%    
Digital assets                
Indefinite-lived Intangible Assets [Line Items]                
Payments to acquire investments         $ 5,000,000      
Gain (loss) on sale of investments $ 800,000              
v3.24.3
Goodwill and Other Intangible Assets - Schedule of Assumptions Used in Annual Impairment Assessments (Details)
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Discount Rate      
Finite-Lived Intangible Assets [Line Items]      
Intangible assets, measurement input 0.154 0.165 0.137
Long-term Revenue Growth Rate      
Finite-Lived Intangible Assets [Line Items]      
Intangible assets, measurement input (0.005) 0.000 0.000
Mature Market Share | Minimum      
Finite-Lived Intangible Assets [Line Items]      
Intangible assets, measurement input 0.207 0.207 0.220
Mature Market Share | Maximum      
Finite-Lived Intangible Assets [Line Items]      
Intangible assets, measurement input 0.750 0.750 0.730
Operating Profit Margin | Minimum      
Finite-Lived Intangible Assets [Line Items]      
Intangible assets, measurement input 0.231 0.231 0.231
Operating Profit Margin | Maximum      
Finite-Lived Intangible Assets [Line Items]      
Intangible assets, measurement input 0.467 0.467 0.467
v3.24.3
Goodwill and Other Intangible Assets - Schedule of Goodwill (Details)
$ in Thousands
 9 Months Ended
Sep. 30, 2024
USD ($)
Goodwill [Roll Forward]  
Goodwill, beginning balance $ 157,270
Impairment (4,367)
Goodwill, ending balance 152,903
Operating segments | Subscription Digital Marketing Solutions  
Goodwill [Roll Forward]  
Goodwill, beginning balance 77,000
Impairment 0
Goodwill, ending balance 77,000
Operating segments | Digital Advertising  
Goodwill [Roll Forward]  
Goodwill, beginning balance 77,687
Impairment (1,784)
Goodwill, ending balance 75,903
Operating segments | Broadcast Advertising  
Goodwill [Roll Forward]  
Goodwill, beginning balance 0
Impairment 0
Goodwill, ending balance 0
Operating segments | Other  
Goodwill [Roll Forward]  
Goodwill, beginning balance 2,583
Impairment (2,583)
Goodwill, ending balance $ 0
v3.24.3
Goodwill and Other Intangible Assets - Schedule of Finite Lived and Indefinite Lived Intangible Assets (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]    
Accumulated Amortization $ (18,921) $ (13,560)
Net Carrying Amount 13,597  
Intangible assets, gross carrying amount total 184,100 213,866
Intangible assets, net carrying amount total 165,179 200,306
FCC licenses    
Indefinite-lived Intangible Assets [Line Items]    
Gross carrying amount 151,582 181,236
Content rights and other intangible assets    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 32,518 32,630
Accumulated Amortization (18,921) (13,560)
Net Carrying Amount $ 13,597 $ 19,070
Content rights and other intangible assets | Minimum    
Finite-Lived Intangible Assets [Line Items]    
Weighted Average Useful Life (in Years) 2 years 3 years
Content rights and other intangible assets | Maximum    
Finite-Lived Intangible Assets [Line Items]    
Weighted Average Useful Life (in Years) 8 years 9 years
v3.24.3
Goodwill and Other Intangible Assets - Schedule of Finite-Lived Intangible Assets, Future Amortization (Details)
$ in Thousands
Sep. 30, 2024
USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]  
2024 (remainder) $ 1,824
2025 3,609
2026 3,195
2027 1,978
2028 1,880
Thereafter 1,111
Net Carrying Amount $ 13,597
v3.24.3
Investments (Details)
$ in Millions
 1 Months Ended 3 Months Ended 9 Months Ended
Apr. 12, 2023
USD ($)
investee
Feb. 29, 2024
USD ($)
Sep. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
Sep. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
Investments, Debt and Equity Securities [Abstract]            
Impairment on investments     $ 0.2 $ 4.4 $ 1.8 $ 13.6
Gain on the sale of its investments $ 5.2 $ 4.0        
Proceeds from sale of equity securities $ 6.0   $ 1.1   4.0  
Number of investees acquired | investee 1          
Unrealized gain         $ 0.2  
Unrealized loss       $ 0.6   $ 0.5
v3.24.3
Long-Term Debt - Schedule of Long Term Debt (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Debt Disclosure [Abstract]    
2026 Notes $ 478,936 $ 503,618
Deferred financing costs (2,234) (3,960)
Total long-term debt $ 476,702 $ 499,658
v3.24.3
Long-Term Debt - Narrative (Details) - 2026 Notes
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2024
USD ($)
Sep. 30, 2024
USD ($)
Debt Instrument [Line Items]    
Repayments of debt $ 11.0 $ 24.7
Write-off of deferred financing costs 0.1 0.2
Fair value of debt $ 478.3 $ 478.3
v3.24.3
Long-Term Debt - Schedule of Annual Maturities of Long Term Debt (Details)
$ in Thousands
Sep. 30, 2024
USD ($)
Debt Disclosure [Abstract]  
2024 (remainder) $ 0
2025 0
2026 478,936
2027 0
2028 0
Thereafter 0
Long-term debt $ 478,936
v3.24.3
Income Taxes (Details)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Income Tax Disclosure [Abstract]        
Effective income tax rate (82.60%) (91.90%) (63.00%) (29.50%)
v3.24.3
Stockholders' Equity - Narrative (Details) - USD ($)
$ / shares in Units, $ in Millions
 3 Months Ended 9 Months Ended
Oct. 28, 2024
Jul. 22, 2024
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2024
Sep. 30, 2023
Class of Stock [Line Items]                    
Common stock issued under exercise of stock options (in shares)                 907,793  
Shares, new issues (in shares)                 907,793  
Share-based compensation expense     $ 2.0     $ 2.4     $ 6.9 $ 6.2
Cash dividend declared per share (in dollars per share)     $ 0.1975 $ 0.1975 $ 0.1975 $ 0.1875 $ 0.1875 $ 0.1875    
Dividends, cash   $ 3.0                
Subsequent Event                    
Class of Stock [Line Items]                    
Cash dividend declared per share (in dollars per share) $ 0.1975                  
Stock options                    
Class of Stock [Line Items]                    
Granted (in shares)                 124,093  
Maximum contractual term of stock options                 10 years  
Compensation cost not yet recognized     $ 5.2           $ 5.2  
Compensation cost not yet recognized, period for recognition                 2 years  
Stock options | Minimum                    
Class of Stock [Line Items]                    
Grant date fair value of restricted stock (in dollars per share)                 $ 2.30  
Award vesting period (in years)                 3 years  
Stock options | Maximum                    
Class of Stock [Line Items]                    
Grant date fair value of restricted stock (in dollars per share)                 $ 2.95  
Award vesting period (in years)                 5 years  
Option, Market Conditions                    
Class of Stock [Line Items]                    
Granted (in shares)                 73,738  
Option, Market Conditions | Minimum                    
Class of Stock [Line Items]                    
Grant date fair value of restricted stock (in dollars per share)                 $ 2.68  
Option, Market Conditions | Maximum                    
Class of Stock [Line Items]                    
Grant date fair value of restricted stock (in dollars per share)                 $ 2.86  
Shares expected to be issued under the 2021 Employee Stock Purchase Plan                    
Class of Stock [Line Items]                    
Maximum contractual term of stock options                 10 years  
Shares expected to be issued under the 2021 Employee Stock Purchase Plan | 2021 Employee Stock Purchase Plan | Class A                    
Class of Stock [Line Items]                    
ESPP shares issued (in shares)                 75,846  
Restricted stock awards                    
Class of Stock [Line Items]                    
Shares granted (in shares)                 85,787  
Restricted stock awards | Non Employee Directors                    
Class of Stock [Line Items]                    
Shares granted (in shares)                 61,905  
Restricted stock awards | Minimum                    
Class of Stock [Line Items]                    
Award vesting period (in years)                 1 year  
Restricted stock awards | Maximum                    
Class of Stock [Line Items]                    
Award vesting period (in years)                 3 years  
Service conditions                    
Class of Stock [Line Items]                    
Shares granted (in shares)                 0  
Market conditions                    
Class of Stock [Line Items]                    
Shares granted (in shares)                 0  
Restricted stock units                    
Class of Stock [Line Items]                    
Compensation cost not yet recognized     $ 4.3           $ 4.3  
Compensation cost not yet recognized, period for recognition                 1 year 10 months 24 days  
v3.24.3
Stockholders' Equity - Vesting Shares (Details) - Stock options - VWAP over 20 consecutive trading days of the three-year performance period
 9 Months Ended
Sep. 30, 2024
$ / shares
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Vested (in shares) 73,738
Year One  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Vested (in dollars per share) | $ / shares $ 12.40
Vested (in shares) 24,577
Year Two  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Vested (in dollars per share) | $ / shares $ 14.40
Vested (in shares) 24,577
Year Three  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Vested (in dollars per share) | $ / shares $ 16.40
Vested (in shares) 24,584
v3.24.3
Stockholders' Equity - Assumptions Used to Estimate Fair Value of Equity Options Granted (Details) - Stock options
 9 Months Ended
Sep. 30, 2024
Monte Carlo Model  
Fair Value Measurement Inputs and Valuation Techniques [Line Items]  
Expected volatility 53.00%
Expected term (in years) 5 years 3 months 29 days
Risk free interest rate, minimum 4.03%
Expected dividend yield 7.14%
Black-Scholes Model  
Fair Value Measurement Inputs and Valuation Techniques [Line Items]  
Expected volatility minimum 51.00%
Expected volatility maximum 52.00%
Risk free interest rate, minimum 3.63%
Risk free interest rate, maximum 4.23%
Black-Scholes Model | Minimum  
Fair Value Measurement Inputs and Valuation Techniques [Line Items]  
Expected term (in years) 6 years 3 days
Expected dividend yield 7.14%
Black-Scholes Model | Maximum  
Fair Value Measurement Inputs and Valuation Techniques [Line Items]  
Expected term (in years) 7 years
Expected dividend yield 8.32%
v3.24.3
Stockholders' Equity - Stock Option Activity (Details)
$ / shares in Units, $ in Thousands
 9 Months Ended 12 Months Ended
Sep. 30, 2024
USD ($)
$ / shares
shares
Dec. 31, 2023
USD ($)
$ / shares
shares
Options    
Beginning balance, outstanding (in shares) | shares 11,056,324  
Exercised (in shares) | shares (907,793)  
Settled (in shares) | shares (3,186,653)  
Forfeited and expired (in shares) | shares (72,457)  
Ending balance, outstanding (in shares) | shares 7,087,252 11,056,324
Options, exercisable (in shares) | shares 3,554,516  
Weighted Average Exercise Price    
Beginning balance (in dollars per share) $ 7.74  
Exercised (in dollars per share) 8.23  
Settled (in dollars per share) 8.75  
Forfeited and expired (in dollars per share) 7.30  
Ending balance (in dollars per share) 7.30 $ 7.74
Weighted average exercise price, exercisable (in dollars per share) $ 7.05  
Weighted Average Remaining Contractual Life (years)    
Weighted average remaining contractual life (years) 6 years 3 months 25 days 4 years 9 months 25 days
Weighted average remaining contractual life (years), exercisable 5 years 18 days  
Aggregate Intrinsic Value (in thousands)    
Aggregate intrinsic value, outstanding beginning balance | $ $ 31,221  
Aggregate intrinsic value, exercised | $ 2,624  
Aggregate intrinsic value, settled | $ 11,468  
Aggregate intrinsic value, outstanding ending balance | $ 20,327 $ 31,221
Aggregate intrinsic value, exercisable | $ $ 11,051  
Time-Based Stock Option    
Weighted Average Exercise Price    
Granted (in dollars per share) $ 10.58  
Performance-Based Stock Option    
Options    
Granted (in shares) | shares 73,738  
Weighted Average Exercise Price    
Granted (in dollars per share) $ 10.50  
v3.24.3
Stockholders' Equity - Restricted Stock Activity (Details)
 9 Months Ended
Sep. 30, 2024
$ / shares
shares
Restricted stock awards  
Number of Shares  
Beginning balance (in shares) | shares 125,145
Shares granted (in shares) | shares 85,787
Shares vested (in shares) | shares (83,584)
Ending balance (in shares) | shares 127,348
Weighted Average Fair Value  
Beginning balance (in dollars per share) | $ / shares $ 8.54
Shares granted (in dollars per share) | $ / shares 10.83
Shares vested (in dollars per share) | $ / shares 8.00
Ending balance (in dollars per share) | $ / shares $ 10.44
Restricted stock units  
Number of Shares  
Beginning balance (in shares) | shares 873,265
Shares vested (in shares) | shares (145,537)
Ending balance (in shares) | shares 727,728
Weighted Average Fair Value  
Beginning balance (in dollars per share) | $ / shares $ 7.69
Shares vested (in dollars per share) | $ / shares 8.45
Ending balance (in dollars per share) | $ / shares $ 7.54
Service conditions  
Number of Shares  
Shares granted (in shares) | shares 0
Weighted Average Fair Value  
Shares granted (in dollars per share) | $ / shares $ 0
Market conditions  
Number of Shares  
Shares granted (in shares) | shares 0
Weighted Average Fair Value  
Shares granted (in dollars per share) | $ / shares $ 0
v3.24.3
Stockholder's Equity - Stock Repurchase Agreement (Details) - Class C - MSG National Properties LLC
$ / shares in Units, $ in Millions
Apr. 01, 2024
USD ($)
$ / shares
shares
Class of Stock [Line Items]  
Repurchased amount (in shares) | shares 1,500,000
Repurchase amount | $ $ 14.6
Securities repurchased (in dollars per share) | $ / shares $ 9.76
v3.24.3
Stockholder's Equity - Stock Repurchase Plan (Details) - USD ($)
 3 Months Ended 9 Months Ended 34 Months Ended
Apr. 01, 2024
Dec. 16, 2021
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Sep. 30, 2024
Sep. 30, 2024
2021 Stock Repurchase Plan              
Class of Stock [Line Items]              
Repurchase of stock (in shares)             2,491,022
Class A              
Class of Stock [Line Items]              
Stock repurchase program, period in force   36 months          
Class A | 2021 Stock Repurchase Plan              
Class of Stock [Line Items]              
Repurchase of stock (in shares)           2,281,631  
Repurchased Plan | Class A              
Class of Stock [Line Items]              
Stock repurchase program, authorized amount     $ 50,000,000 $ 50,000,000 $ 50,000,000 $ 50,000,000 $ 50,000,000
Stock repurchase program, period in force     3 years 3 years 3 years    
Repurchase of stock (in shares) 1,500,000            
Repurchased Plan | Maximum              
Class of Stock [Line Items]              
Stock repurchase program, authorized amount   $ 50,000,000          
v3.24.3
Stockholder's Equity - Option Settlement (Details)
shares in Millions, $ in Millions
Sep. 30, 2024
USD ($)
shares
Equity [Abstract]  
Option contract indexed to equity, settlement | $ $ 11.5
Option contract indexed to equity, settlement, (in shares) | shares 3.2
v3.24.3
Stockholders' Equity - Stock Bonus Program (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2024
Stock options    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Share-based payment arrangement, expense   $ 4.6
Shares expected to be issued under stock bonus program    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Share-based payment arrangement, expense $ 0.9 $ 2.6
v3.24.3
Net Loss Per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2024
Sep. 30, 2023
Numerator:                
Net loss $ 11,336 $ (48,858) $ 1,553 $ (36,503) $ (2,700) $ (1,941) $ (35,969) $ (41,144)
Net income from non-controlling interest 489     496     1,292 1,476
Net income (loss) attributable to controlling interest $ 10,847     $ (36,999)     $ (37,261) $ (42,620)
Denominator:                
Effect of dilutive common stock equivalents (in shares) 1,931     0     0 0
Weighted average diluted common shares outstanding (in shares) 17,227     16,277     15,650 16,897
Diluted income (loss) per share                
Diluted income (loss) per share (in dollars per share) $ 0.63     $ (2.27)     $ (2.38) $ (2.52)
Shares expected to be issued under stock bonus program                
Diluted income (loss) per share                
Antidilutive securities (in shares) 0     0     297 0
Shares expected to be issued under the 2021 Employee Stock Purchase Plan                
Diluted income (loss) per share                
Antidilutive securities (in shares) 0     51     39 61
Stock options                
Diluted income (loss) per share                
Antidilutive securities (in shares) 173     10,135     7,522 10,226
Stock options with unsatisfied market conditions                
Diluted income (loss) per share                
Antidilutive securities (in shares) 1,175     1,126     1,173 981
Restricted stock units                
Diluted income (loss) per share                
Antidilutive securities (in shares) 0     219     369 205
Restricted stock units with unsatisfied market conditions                
Diluted income (loss) per share                
Antidilutive securities (in shares) 364     219     396 205
Restricted stock awards                
Diluted income (loss) per share                
Antidilutive securities (in shares) 17     122     120 118
Common shares                
Denominator:                
Weighted average shares of common stock outstanding (in shares) 15,296     16,277     15,650 16,897
Basic income (loss) per share                
Basic income (loss) per share (in dollars per share) $ 0.71     $ (2.27)     $ (2.38) $ (2.52)
v3.24.3
Segment Reporting - Narrative (Details)
 9 Months Ended
Sep. 30, 2024
area
segment
Segment Reporting [Abstract]  
Number of operating segments | segment 3
Number of geographic areas | area 1
v3.24.3
Segment Reporting - Schedule of Reportable Segment Results (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Segment Reporting Information [Line Items]        
Net revenue $ 115,311 $ 115,104 $ 333,169 $ 339,445
Direct operating expenses, excluding depreciation, amortization and stock-based compensation 83,794 81,323 246,201 245,301
Depreciation and amortization 4,947 4,717 14,896 14,496
Corporate expenses 6,063 6,604 17,762 18,911
Stock-based compensation 2,867 2,350 14,062 6,228
Transaction and business realignment costs 645 161 3,683 764
Impairment of intangible assets, investments, goodwill and long-lived assets 2,008 30,970 36,264 65,697
Net gain on sale and retirement of assets (110) (362) (66) (703)
Operating income (loss) 15,097 (10,659) 367 (11,249)
Corporate and Other Reconciling Items        
Segment Reporting Information [Line Items]        
Net revenue 0 0 0 0
Direct operating expenses, excluding depreciation, amortization and stock-based compensation 0 0 0 0
Depreciation and amortization 1,347 947 3,891 2,688
Corporate expenses 6,063 6,604 17,762 18,911
Stock-based compensation 2,398 1,811 12,537 4,907
Transaction and business realignment costs 479 152 3,417 384
Impairment of intangible assets, investments, goodwill and long-lived assets 200 4,367 1,760 13,864
Net gain on sale and retirement of assets 0 0 0 0
Operating income (loss) (10,487) (13,881) (39,367) (40,754)
Subscription Digital Marketing Solutions | Operating segments        
Segment Reporting Information [Line Items]        
Net revenue 19,080 20,257 55,848 63,086
Direct operating expenses, excluding depreciation, amortization and stock-based compensation 13,956 14,498 40,251 45,703
Depreciation and amortization 602 325 1,824 980
Corporate expenses 0 0 0 0
Stock-based compensation 134 152 468 431
Transaction and business realignment costs 0 0 0 0
Impairment of intangible assets, investments, goodwill and long-lived assets 0 0 0 0
Net gain on sale and retirement of assets 0 0 0 0
Operating income (loss) 4,388 5,282 13,305 15,972
Digital Advertising | Operating segments        
Segment Reporting Information [Line Items]        
Net revenue 40,861 39,009 116,541 113,842
Direct operating expenses, excluding depreciation, amortization and stock-based compensation 30,050 27,271 87,665 77,666
Depreciation and amortization 251 147 698 479
Corporate expenses 0 0 0 0
Stock-based compensation 143 143 499 258
Transaction and business realignment costs 0 0 0 0
Impairment of intangible assets, investments, goodwill and long-lived assets 0 0 1,784 0
Net gain on sale and retirement of assets 0 0 0 0
Operating income (loss) 10,417 11,448 25,895 35,439
Broadcast Advertising | Operating segments        
Segment Reporting Information [Line Items]        
Net revenue 54,330 54,179 153,418 153,822
Direct operating expenses, excluding depreciation, amortization and stock-based compensation 38,560 37,510 111,442 113,858
Depreciation and amortization 2,715 3,263 8,386 10,245
Corporate expenses 0 0 0 0
Stock-based compensation 188 240 546 622
Transaction and business realignment costs 161 6 249 366
Impairment of intangible assets, investments, goodwill and long-lived assets 134 26,603 30,137 51,833
Net gain on sale and retirement of assets (110) (362) (66) (703)
Operating income (loss) 12,682 (13,081) 2,724 (22,399)
Other | Operating segments        
Segment Reporting Information [Line Items]        
Net revenue 1,040 1,659 7,362 8,695
Direct operating expenses, excluding depreciation, amortization and stock-based compensation 1,228 2,044 6,843 8,074
Depreciation and amortization 32 35 97 104
Corporate expenses 0 0 0 0
Stock-based compensation 4 4 12 10
Transaction and business realignment costs 5 3 17 14
Impairment of intangible assets, investments, goodwill and long-lived assets 1,674 0 2,583 0
Net gain on sale and retirement of assets 0 0 0 0
Operating income (loss) $ (1,903) $ (427) $ (2,190) $ 493
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