Townsquare Media, Inc.
For the period ended Dec 31, 2025. Filed Mar 16, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 16, 2026
TSQ$1.85-11.1%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-17.
0001499832-25-000040
Item 7. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-16.
0001499832-26-000020
Item 7. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 105 previous paragraphs and 125 current paragraphs.
62 unchanged; 33 reworded; 28 added; 9 removed; 1 previous and 2 current paragraphs rearranged.
Tables are not compared: 5 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (28)
Current report
Recent Developments
Current report
On February 19, 2025, the Company entered into a $490 million Credit Agreement with Bank of America, N.A., as administrative agent and collateral agent and the lenders and financial institutions party thereto. The Credit Agreement provides for a five-year, $470 million senior secured Term Loan Facility (the "Term Loan") and a five-year, $20 million Revolving Credit Facility (the "Revolver"), together the "Senior Secured Credit Facility."
Current report
The Company used the approximately $453 million of net proceeds from the Senior Secured Credit Facility (after giving effect to original issue discount, fees, expenses and $10 million of the Revolving Credit Facility that was drawn at closing), together with cash on hand, to redeem all of the Company’s outstanding 2026 Notes on February 19, 2025, and to pay fees and expenses related thereto.
Current report
The Company incurred approximately $5.5 million of fees and expenses in connection with the Senior Secured Credit Facility which were capitalized and are being amortized over the remaining term of the Senior Secured Credit Facility, along with an original issue discount of $23.5 million, using the effective interest method.
Current report
During 2025, the Company voluntarily repaid an aggregate $5.8 million principal amount of its Term Loan below par, plus accrued interest.
Current report
Refer to Note 7, Long-Term Debt, in the Notes to Unaudited Consolidated Financial Statements for additional information related to the Credit Agreement.
Current report
Advertising net revenue due to purchases of new advertising and a $0.8 million, or 11.8%, increase in our Other net revenue.
Current report
Corporate Expenses
Current report
Corporate expenses for the year ended December 31, 2025 decreased $2.8 million, or 11.8%, as compared to 2024, primarily due to lower compensation costs.
Current report
Transaction and business realignment costs for the year ended December 31, 2025 increased $6.7 million, or 137.5%, as compared to 2024, primarily due to costs associated with a change in the provider for listing management tools supporting the Subscription Digital Marketing Solutions segment and the August 2025 settlement between the Radio Music License Committee and performing rights organizations related to music license royalty payments from 2022 through June of 2025.
Current report
Net Gain on Sales and Retirement of Assets
Current report
During the year ended December 31, 2025, the Company recognized $8.8 million in net gains on the sales of property and leased assets in several markets, including a $6.2 million gain on the sales of property in the Bismarck, ND and Boise, ID, markets and a $1.5 million gain on the sale of the Company’s aircraft.
Current report
Loss on extinguishment, repayments and repurchases of debt
Current report
During the year ended December 31, 2025, the Company recognized a $1.2 million net loss on the early extinguishment of debt, comprised of the write-off of $1.5 million of unamortized deferred financing fees previously capitalized in connection with the 2026 Notes, partially offset by approximately $0.2 million net gain on the voluntarily repayment of an aggregate $5.8 million principal amount of Term Loan below par, plus accrued interest. For further discussion, see Note 7, Long-Term Debt, in the Notes to Unaudited Consolidated Financial Statements.
Current report
Other Expense (Income), Net
Current report
Insurance Recoveries
Current report
During the year ended December 31, 2025 and 2024, the Company recorded total insurance recoveries of $0.2 million and $0.5 million, respectively, primarily related to fire, construction and flood damages.
Current report
Income tax provision
Current report
•the repayment of $467.4 million of principal amount of the 2026 Notes, offset by proceeds from the Term Loan of $441.7 million, net of fees and expenses;
Current report
•total Term Loan repayments of $14.0 million, as compared to voluntary repurchases of 2026 Notes in the amount of $36.0 million in 2024;
Current report
•$2.0 million in net borrowings under the Revolver;
Current report
•a $7.0 million decrease in proceeds from stock option exercises for the year ended December 31, 2025 as compared to the same period a year ago; and
Current report
•$1.5 million of shares repurchased to cover employee tax withholdings on restricted stock that vested during the year ended December 31, 2025, as compared to $23.9 million for repurchases of common stock during the year ended December 31, 2024.
Current report
During the year ended December 31, 2025, the Company voluntarily repaid an aggregate $5.8 million principal amount of its Term Loan, below par plus accrued interest.
Current report
Term Loan and Revolving Credit Facility
Current report
As of December 31, 2025, the balance of the Term Loan was $455.4 million with a current interest rate of 8.90%, based on current SOFR levels and the applicable margin of 500 basis points. As of December 31, 2025, borrowings under the Revolving Credit Facility had an interest rate of approximately 7.80%, based on current SOFR levels and the applicable margin of 375 basis points.
Current report
The Company was in compliance with its covenants under the Senior Secured Credit Facility as of December 31, 2025.
Current report
Based on the terms of the Credit Agreement, as of December 31, 2025, we expect our mandatory debt service requirements to be approximately $51.3 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 Senior Secured Credit Facility.
Removed paragraphs (9)
Previous report
Transaction and business realignment costs for the year ended December 31, 2024 increased $3.7 million, or 319.6%, as compared to 2023, due to local market operational cost reduction efforts.
Previous report
Loss (Gain) on Repurchase of Debt
Previous report
During the year ended December 31, 2023, the Company voluntarily repurchased an aggregate $27.1 million principal amount of its 2026 Notes at or 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. The repurchased notes were canceled by the Company.
Previous report
Other (Income) Expense, Net
Previous report
Sale of Digital Assets
Previous report
During the year ended December 31, 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. For further discussion, see Note 5, Goodwill and Other Intangible Assets, Netin the Notes to Consolidated Financial Statements.
Previous report
Income tax provision (benefit)
Previous report
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 $9.0 million during the year ended December 31, 2024.
Previous report
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 year ended December 31, 2024.
Reworded paragraphs (33)
Previous wording
Townsquare is a community-focused digital and broadcast media and marketing solutions company principally focused outside the top 50 markets in the U.S. Townsquare Ignite, our robust digital advertising division, specializes in helping businesses of all sizes connect with their target audience through data-driven, results based strategies, by utilizing a) our proprietary digital programmatic advertising technology stack with an in-house demand and data management platform and b) our 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. Townsquare Interactive, our subscription digital marketing services business, partners with SMBs to help manage their digital presence by providing a SAAS business management platform, website design, creation and hosting, search engine optimization and other digital services. And through our portfolio of local radio stations strategically situated outside the Top 50 markets in the United States, we provide effective advertising solutions for our clients and relevant local content for our audiences.
Current wording
Townsquare is a community-focused digital and broadcast media and marketing solutions company principally focused outside the top 50 markets in the U.S. Townsquare Ignite, our robust digital advertising division specializes in helping businesses of all sizes connect with their target audience through data-driven, results based strategies, by utilizing a) our proprietary digital programmatic advertising technology stack with an in-house demand and data management platform and b) our 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. Townsquare Interactive, our subscription digital marketing services business, partners with small and medium-sized businesses (“SMBs”) to help manage their digital presence by providing a SAAS business management platform, website design, creation and hosting, search engine optimization and other digital services. And through our portfolio of local radio stations strategically situated outside the Top 50 markets in the United States we provide effective advertising solutions for our clients and relevant local content for our audiences.
Previous wording
Advertising revenue is highly correlated to changes in gross domestic product (“GDP”) as dollars spent on advertising has historically trended in line with, and in our experience often lags, changes in GDP. According to the U.S. Department of Commerce estimate as of February 27, 2025, U.S. GDP increased 2.8% for the year ended December 31, 2024.
Current wording
Advertising revenue is highly correlated to changes in gross domestic product (“GDP”) as dollars spent on advertising has historically trended in line with, and in our experience often lags, changes in GDP. According to the U.S. Department of Commerce estimate as of February 20, 2026, U.S. GDP increased 2.2% for the year ended December 31, 2025.
Previous wording
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.
Current wording
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, human resources functions and management information systems, and the implementation of AI. We also use our scale and diversified geographic portfolio to negotiate favorable rates with vendors where feasible.
Previous wording
Our business enjoys strong cash flow generation owing to the relatively limited capital needs of our operations. During the year ended December 31, 2024, we recorded $17.4 million of capital expenditures, which represented 3.9% of net revenue during the same period. In addition, we benefit from certain tax attributes that generate tax deductions which have historically limited the amount of cash taxes we pay.
Current wording
Our business enjoys strong cash flow generation owing to the relatively limited capital needs of our operations. During the year ended December 31, 2025, we recorded $15.2 million of capital expenditures, which represented 3.6% of net revenue during the same period. In addition, we benefit from certain tax attributes that generate tax deductions which have historically limited the amount of cash taxes we pay.
Previous wording
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.
Current wording
Current economic challenges, including high and sustained inflation and interest rates, and proposed and enacted tariffs 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.
Previous wording
•Net revenue for the year ended December 31, 2024, decreased $3.2 million, or 0.7%, as compared to the year ended December 31, 2023. Our Subscription Digital Marketing Solutions net revenue decreased $6.9 million, or 8.4%, and our Broadcast Advertising net revenue decreased $2.8 million, or 1.3%, as compared to the year ended December 31, 2023. Our Other net revenue decreased $2.0 million, or 19.5% as compared to 2023. These decreases were largely offset by an $8.3 million, or 5.5%, increase in our Digital Advertising net revenue.
Current wording
•Net revenue for the year ended December 31, 2025, decreased $23.6 million, or 5.2%, as compared to the year ended December 31, 2024. Our Broadcast Advertising net revenue decreased $26.5 million, or 12.6% and our Subscription Digital Marketing Solutions net revenue decreased $0.5 million, or 0.7% as compared to the year ended December 31, 2024. These decreases were partially offset by a $2.6 million, or 1.6%, increase in our Digital Advertising net revenue and a $0.8 million, or 11.8%, increase in our Other net revenue.
Previous wording
•Excluding revenue related to political advertising of $13.4 million and $2.9 million for the years ended December 31, 2024 and 2023, respectively, net revenue decreased $13.8 million, or 3.0% to $437.6 million, Broadcast Advertising net revenue decreased $12.6 million, or 6.1%, to $196.4 million, and Digital Advertising net revenue increased $7.7 million, or 5.1%, to $157.8 million.
Current wording
•Excluding revenue related to political advertising of $2.2 million and $13.4 million for the years ended December 31, 2025 and 2024, respectively, net revenue decreased $12.3 million, or 2.8% to $425.2 million. Broadcast Advertising net revenue decreased $15.8 million, or 8.0%, to $181.5 million and Digital Advertising net revenue increased $3.1 million, or 2.0%, to $160.9 million.
Previous wording
•Operating income increased $40.8 million to $21.7 million for the year ended December 31, 2024, as compared to an operating loss of $19.1 million for the year ended December 31, 2023. Operating income increased due to a decrease in total non-cash impairment charges of $52.9 million and a $3.6 million decrease in direct operating and corporate expenses. These decreases were partially offset by an increase in stock-based compensation of $9.1 million, a $3.7 million increase in transaction and business realignment costs and the $3.2 million decrease in net revenue discussed above.
Current wording
•Operating income increased $22.5 million to $44.2 million for the year ended December 31, 2025, as compared to operating income of $21.7 million for the year ended December 31, 2024. Operating income increased due to a decrease in total non-cash impairment charges of $28.8 million, a decrease in direct operating expenses of $8.5 million, and a $8.1 million increase in net gains on the sales and retirement of assets. These variances were partially offset by the $23.6 million decrease in net revenue.
Previous wording
•Our Broadcast Advertising segment reported operating income of $19.0 million, compared to an operating loss of $33.8 million for the year ended December 31, 2023, due to a decrease in total non-cash impairment charges of $43.1 million and an $8.9 million decrease in direct operating expenses, partially offset by the $2.8 million decrease in net revenue. Our Digital Advertising segment reported operating income of $37.3 million, a decrease of $7.6 million from 2023, due to a $13.5 million increase in direct operating expenses, partially offset by an $8.3 million increase in net revenues. Our Subscription Digital Marketing Solutions segment reported operating income of $18.4 million, a decrease of $2.9 million from 2023, due to the $6.9 million decrease in net revenue, partially offset by a $5.0 million decrease in direct operating expenses.
Current wording
•Our Broadcast Advertising segment reported operating income of $39.3 million, an increase of $20.0 million compared to operating income of $19.3 million for the year ended December 31, 2024, due to a decrease in total non-cash impairment charges of $27.7 million, a decrease in direct operating expenses of $11.9 million and an increase in net gains on the sales and retirement of assets of $6.5 million. These increases were partially offset by the $26.5 million decrease in net revenue. Our Digital Advertising segment reported operating income of $27.7 million, a decrease of $8.5 million from 2024, primarily due to a $7.3 million increase in direct operating expenses and a $3.5 million increase in non-cash impairment charges, partially offset by the $2.6 million increase in net revenue. Our Subscription Digital Marketing Solutions segment reported operating income of $22.6 million, an increase of $4.6 million from 2024, primarily due to a $4.2 million decrease in direct operating expenses.
Previous wording
Net revenue for the year ended December 31, 2024 decreased by $3.2 million, or 0.7%, as compared to the same period in 2023. Our Broadcast Advertising net revenue decreased $2.8 million, or 1.3%, due to decreases in the purchases of advertising by our clients. Our Subscription Digital Marketing Solutions net revenue decreased $6.9 million, or 8.4% as compared to the year ended December 31, 2023, due to a reduction in net subscribers. Other net revenue decreased $2.0 million, or 19.5%, due to the elimination of low profit events in 2024. These decreases were partially offset by a $8.3 million, or 5.5%, increase in our Digital Advertising net revenue due to purchases of new advertising.
Current wording
Net revenue for the year ended December 31, 2025 decreased by $23.6 million, or 5.2%, as compared to the same period in 2024. Our Broadcast Advertising net revenue decreased $26.5 million, or 12.6%, due to decreases in the purchases of advertising by our clients and political revenue. Our Subscription Digital Marketing Solutions net revenue decreased $0.5 million, or 0.7% as compared to the year ended December 31, 2024, due to reduced sales velocity as a result of lower headcount. These decreases were partially offset by a $2.6 million, or 1.6%, increase in our Digital
Previous wording
Direct operating expenses for the year ended December 31, 2024 decreased by $2.4 million, or 0.7%, when compared with the same period in 2023. Our Broadcast Advertising direct operating expenses for the year ended December 31, 2024 decreased $8.9 million, or 5.7%, as compared to 2023, primarily due to lower compensation costs. Our Subscription Digital Marketing Solutions direct operating expenses decreased $5.0 million, or 8.6%, as compared to the same period in 2023. The decrease was primarily driven by lower compensation costs and lower bad debt expense. Other direct operating expense decreased $2.0 million, or 20.3%, due to the elimination of low profit events. Our Digital Advertising direct operating expenses increased $13.5 million, or 13.0%, primarily driven by higher inventory and compensation costs, as well as an increase in bad debt, each as compared to 2023.
Current wording
Direct operating expenses for the year ended December 31, 2025 decreased by $8.5 million, or 2.6%, when compared with the same period in 2024. Our Broadcast Advertising direct operating expenses for the year ended December 31, 2025 decreased $11.9 million, or 8.1%, driven by lower compensation and sales expenses, partially offset by a higher provision for credit losses. Our Subscription Digital Marketing Solutions direct operating expenses decreased $4.2 million, or 7.8%, as compared to the same period in 2024 due to lower compensation. These decreases were partially offset by $7.3 million or 6.2%, increase in our Digital Advertising direct operating expenses primarily driven by higher inventory and compensation costs. Other direct operating expenses increased $0.3 million, or 3.6%.
Previous wording
Segment profit for the year ended December 31, 2024 decreased by $0.8 million, or 0.7%, when compared with the same period in 2023, essentially flat. Our Digital Advertising segment profit decreased $5.2 million, or 11.3%, due to the increases in inventory and compensation costs, which were partially offset by the increase in revenue due to sales of new advertising. Subscription Digital Marketing Solutions segment profit decreased $1.8 million, or 7.9% as compared to the year ended December 31, 2023, due to the decline in revenue discussed above, which was partially offset by the decreases in compensation and bad debt. Broadcast Advertising segment profit for the year ended December 31, 2024 increased $6.2 million, or 11.1%, as compared to 2023, primarily due to lower compensation, which offset the declines in traditional broadcast revenue.
Current wording
Segment profit for the year ended December 31, 2025 decreased by $15.1 million, or 12.2%, when compared with the same period in 2024. Our Broadcast Advertising segment profit for the year ended December 31, 2025 decreased $14.6 million, or 23.3%, as compared to 2024, primarily due to decline in traditional broadcast revenue, including the decline of political revenue. Our Digital Advertising segment profit decreased $4.8 million, or 11.7%, primarily due to the increase in compensation and inventory costs. Subscription Digital Marketing Solutions segment profit increased $3.7 million, or 17.4% as compared to the year ended December 31, 2024, due to the decrease in compensation.
Previous wording
Stock-based compensation expense for the year ended December 31, 2024 increased $9.1 million, or 113.8%, due to $4.6 million in expense recognized related to the cash settlement of options, $3.8 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 10, Stockholders' Deficit, in the Notes to Consolidated Financial Statements.
Current wording
Stock-based compensation expense for the year ended December 31, 2025 decreased $3.4 million, or 19.8%, as compared to 2024, due to $4.6 million of expense recognized for the cash settlement of options in 2024 that did not reoccur in 2025. This was partially offset by a $0.3 million increase in expense recognized for grants during 2025 and a $0.9 million increase in expense related to the stock bonus program. For further discussion, see Note 10, Stockholders' Deficit, in the Notes to the Consolidated Financial Statements.
Previous wording
Impairment of Intangible Assets, Investments, Goodwill and Long-Lived Assets
Current wording
Impairment of Intangible Assets, Goodwill, Investments, and Long-Lived Assets
Previous wording
The Company recorded total impairment charges of $37.7 million related to intangible assets, investments, goodwill, and long-lived assets during the year ended December 31, 2024, as compared to $90.6 million in total impairment charges during the year ended December 31, 2023. We recorded total impairment charges of $30.9 million related to FCC licenses in 27 of our 74 local markets during the year ended December 31, 2024, as compared to $70.9 million of impairment charges related to FCC licenses in 36 of our 74 local markets during the year ended December 31, 2023. 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 and decreases in third-party forecasts of broadcast revenues.
Current wording
The Company recorded total impairment charges of $8.9 million related to intangible assets, goodwill, and long-lived assets during the year ended December 31, 2025. We recorded total impairment charges of $3.5 million related to FCC licenses in 5 of our 74 local markets during the year ended December 31, 2025, as compared to $30.9 million of impairment charges related to FCC licenses in 27 of our 74 local markets during the year ended December 31, 2024. The impairment charges were primarily driven by decreases in third-party forecasts of broadcast revenues and an increase in the estimate of initial capital costs due to rising prices.
Previous wording
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 performed as of December 31, 2024 would have caused the estimated fair values of our FCC licenses to decrease by $21.1 million which would have resulted in an additional impairment charge of $1.2 million. 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 $12.6 million which would have resulted in a further impairment charge of $4.0 million as of December 31, 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 $9.9 million which would result in an impairment charge of $6.2 million. Assumptions used to estimate the fair value of our FCC licenses are also dependent upon the expected performance and growth of our traditional broadcast operations. In the event broadcast 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.
Current wording
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 performed as of December 31, 2025 would have caused the estimated fair values of our FCC licenses to decrease by $26.1 million which would have resulted in an additional impairment charge of $3.1 million. 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 $16.1 million which would have resulted in a further impairment charge of $3.6 million as of December 31, 2025. 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 $10.4 million which would result in an impairment charge of $4.2 million. Assumptions used to estimate the fair value of our FCC licenses are also dependent upon the expected performance and growth of our traditional broadcast operations. In the event broadcast 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.
Previous wording
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. 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 further non-cash goodwill impairment charge of $1.7 million, resulting in a total of $4.4 million of non-cash goodwill impairment charges during the year ended December 31, 2024. The Local Advertising, Amped, and Live Events reporting units had no goodwill as of December 31, 2024.
Current wording
During the third quarter of 2025, the Company concluded that the carrying amount of the National Digital reporting unit exceeded its fair value, resulting in the recognition of a non-cash goodwill impairment charge of $3.0 million. Following the non-cash goodwill impairment charge, the National Digital reporting unit had $3.5 million of goodwill remaining as of December 31, 2025. Due to reductions in the commitments of its largest customers, the Company concluded that the carrying amount of the Analytical Services reporting unit exceeded its fair value as of December 31, 2025. As a result, the Company recognized a $2.3 million non-cash goodwill impairment charge in the fourth quarter of 2025, resulting in a total of $5.3 million of non-cash goodwill impairment charges during the year ended December 31, 2025. Following the non-cash goodwill impairment charge, the Analytical Services reporting unit had no goodwill remaining as of December 31, 2025.
Previous wording
The Company recorded total non-cash goodwill impairment charges of $4.2 million during the year ended December 31, 2023, of which $2.8 million related to the Local Advertising reporting unit and $1.4 million related to the Live Events reporting unit.
Current wording
The Company recorded total non-cash goodwill impairment charges of $4.4 million during the year ended December 31, 2024, of which $2.6 million related to the Live Events reporting unit and $1.8 million related to the National Digital reporting unit.
Previous wording
Unfavorable changes in certain of these key assumptions may affect future testing results. For example, keeping all other assumptions constant, a 100-basis point increase in the weighted average cost of capital assumption for each of our reporting units would cause the estimated fair values of our National Digital, Townsquare Ignite, Analytical Service and Townsquare Interactive reporting units to decline, resulting in a decrease in the fair value in excess of their respective carrying values by approximately 4%, 6%, 8%, and 8%, respectively. Further, keeping all other assumptions constant, a 10% decline in the estimated fair value of each reporting unit, due to other changes in assumptions, including forecasted future cash flows, would not have resulted in goodwill impairment charges for the year ended December 31, 2024.
Current wording
Unfavorable changes in certain key assumptions utilized in determining the fair values of each of our reporting units may affect future testing results. For example, keeping all other assumptions constant, a 100-basis point increase in the weighted average cost of capital assumption for each of our reporting units would cause the estimated fair values of our National Digital, Townsquare Ignite and Townsquare Interactive reporting units to decline, resulting in a decrease in the fair value in excess of their respective carrying values by approximately 3%, 4%, and 4%, respectively. Further, keeping all other assumptions constant, a 10% decline in the estimated fair value of each reporting unit, due to other changes in assumptions, including forecasted future cash flows, would not have resulted in incremental goodwill impairment charges to our reporting units.
Previous wording
During the year ended December 31, 2024, the Company recorded total impairment charges of $2.0 million related to certain of its equity securities, which are measured at cost minus impairment. The Company recorded total impairment charges of $14.5 million related to certain of its investment securities during 2023. For further discussion, see Note 6, Investments, in the Notes to Consolidated Financial Statements.
Current wording
During the year ended December 31, 2024, the Company recorded an impairment charge of $2.0 million related to certain of its equity securities, which are measured at cost minus impairment. For further discussion, see Note 6, Investments, in the Notes to Consolidated Financial Statements.
Previous wording
During the year ended December 31, 2024, the Company voluntarily repurchased an aggregate $36.2 million principal amount of its 2026 Notes, plus accrued interest. The Company wrote-off approximately $0.2 million of unamortized deferred financing costs, recognizing an immaterial total net loss in connection with the voluntary repurchases of its 2026 Notes. The repurchased notes were canceled by the Company.
Current wording
During the year ended December 31, 2024, the Company voluntarily repurchased an aggregate $36.2 million principal amount of its 2026 Notes, plus accrued interest. The Company wrote-off approximately $0.2 million of unamortized deferred financing costs, recognizing an immaterial total net loss in connection with the voluntary repurchases of its 2026 Notes.
Previous wording
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 twelve months ended December 31, 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. See Note 6, Investments, in the Notes to the Consolidated Financial Statements for further discussion related to these investments.
Current wording
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. See Note 6, Investments, in the Notes to the Consolidated Financial Statements for further discussion related to this investment.
Previous wording
Other (income) expense, net includes unrealized losses related to measuring the fair value of one of the Company's former investees that was sold during 2024. Prior to its sale, 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 2024. The Company recorded a total unrealized net loss of $0.4 million based on changes in the market price of the investee's common stock during 2023. See Note 6, Investments, in our Notes to Consolidated Financial Statements for further discussion related to this investment.
Current wording
Other expense (income), net includes unrealized losses related to measuring the fair value of one of the Company's investees that was sold during 2024. Prior to its sale, 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 2024. See Note 6, Investments, in our Notes to Consolidated Financial Statements for further discussion related to this investment.
Previous wording
We recognized an income tax provision of $1.3 million for the year ended December 31, 2024 as compared to a benefit from income taxes of $6.1 million for 2023. Our effective tax rate was approximately 13.6% for the year ended December 31, 2024 as compared to 12.5% for the year ended December 31, 2023. The increase in the effective tax rate is primarily driven by an increase in the valuation allowance for interest expense carryforwards and certain non-deductible items.
Current wording
We recognized an income tax provision of $4.7 million for the year ended December 31, 2025 as compared to $1.3 million for the same period in 2024. Our effective tax rate was approximately 94.1% for the year ended December 31, 2025 as compared to 13.6% for the year ended December 31, 2024. The increase in the effective tax rate is primarily driven by the valuation allowance for interest expense carryforwards and non-deductible compensation costs for the year ended December 31, 2025.
Previous wording
Net cash provided by operating activities was $48.7 million for the year ended December 31, 2024, as compared to $67.8 million for the same period in 2023. This decrease was primarily related to changes in working capital balances, particularly prepaid and accrued expenses.
Current wording
Net cash provided by operating activities was $30.6 million for the year ended December 31, 2025, as compared to $48.7 million for the same period in 2024. This decrease was primarily related to higher cash interest payments in 2025, partially offset by changes in working capital balances, particularly accounts receivable, accrued expenses and accounts payable.
Previous wording
Net cash used in investing activities was $9.9 million for the year ended December 31, 2024, as compared to $3.6 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 $2.5 million increase in purchases of property and equipment, and a $0.6 million decrease in proceeds from the sale of assets and investment related transactions.
Current wording
Net cash used in investing activities was $4.5 million for the year ended December 31, 2025, as compared to $9.9 million for the same period in 2024. The decrease in net cash used in investing activities was primarily due to a $3.5 million increase in proceeds from the sales of assets and investment related transactions and a $2.2 million decrease in purchases of property and equipment.
Previous wording
Net cash used in financing activities was $67.4 million for the year ended December 31, 2024, as compared to $46.6 million for the same period in 2023. The increase in net cash used in financing activities was primarily due to $10.4 million of incremental repurchases of 2026 Notes in 2024 as compared to 2023, a $6.9 million increase in stock repurchases, and a $3.0 million increase in dividend payments, partially offset by an increase in proceeds from stock options exercised.
Current wording
Net cash used in financing activities was $54.3 million for the year ended December 31, 2025, as compared to $67.4 million for the same period in 2024. The primary differences in net cash used in financing activities in 2025 as compared to 2024 include:
Previous wording
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, dividend payments, 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 are focused on and will continue to monitor our liquidity.
Current wording
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, dividend payments 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.
Previous wording
As of December 31, 2024, we had $465.8 million of outstanding indebtedness, net of deferred financing costs of $1.7 million. On February 19, 2025 we entered into a $490 million Credit Agreement, as discussed Note 14, Subsequent Events, in our Notes to Consolidated Financial Statements. The net proceeds from the Credit Agreement, together with cash on hand, was used to repay all of the outstanding 2026 Notes on February 19, 2025, and to pay the fees and expenses related thereto. Based on the terms of our 2026 Notes and the Credit Agreement, as of December 31, 2024, we expect our debt service requirements to be approximately $60.0 million over the next twelve months.
Current wording
On February 19, 2025 we entered into a five-year, $490 million Credit Agreement (the "Term Loan") and a five-year, $20 million Revolving Credit Facility (the "Revolver"), together the Senior Secured Credit Facility as discussed in Note 7, Long-Term Debt. The net proceeds from the Credit Agreement, together with cash on hand, was used to repay all of the outstanding 2026 Notes on February 19, 2025, and to pay the fees and expenses related thereto.
Previous wording
As of December 31, 2024, we had $33.0 million of cash and cash equivalents, $60.6 million of receivables from customers, which historically have had an average collection cycle of approximately 50 days.
Current wording
As of December 31, 2025, we had $4.8 million of cash and cash equivalents, $52.0 million of receivables from customers, which historically have had an average collection cycle of approximately 50 days.
Previous wording
On October 28, 2024, the board of directors approved a quarterly dividend of $0.1975 per share. The $3.1 million dividend was paid to holders of record as of January 21, 2025 on February 1, 2025. On March 13, 2025, the board of directors approved a quarterly dividend of $0.20 per share. The dividend will be paid to holders of record as of April 17, 2025 on May 1, 2025.
Current wording
On October 29, 2025, the board of directors approved a quarterly cash dividend of $0.20 per share. The dividend of $3.3 million was paid to holders of record as of January 26, 2026, on February 2, 2026. On March 4, 2026, the board of directors approved a quarterly dividend of $0.20 per share. The dividend will be paid to holders of record as of April 27, 2026 on May 4, 2026.
Previous wording
Our anticipated uses of cash in the near term include working capital needs, interest payments, dividend payments, excess cashflow payments that may be required under the terms of the Credit Agreement, 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 could introduce covenants that might restrict our operations. We cannot assure you that we could obtain additional financing on favorable terms or at all.
Current wording
Our anticipated uses of cash in the near term include working capital needs, interest payments, debt amortization payments, dividend payments, excess cashflow payments that may be required under the terms of the Credit Agreement, 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, interest payments, 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 could introduce covenants that might restrict our operations. We cannot assure you that we could obtain additional financing on favorable terms or at all.
Previous wording
We evaluate the need for valuation allowances to reduce the deferred tax assets to realizable amounts. Management evaluates all positive and negative evidence and uses judgment regarding past and future events, including operating results, to help determine when it is more likely than not that all or some portion of the deferred tax assets may not be realized. When appropriate, a valuation allowance is recorded against deferred tax assets to offset future tax benefits that may not be realized. As of December 31, 2024, the Company has recorded $35.8 million of valuation allowance against its interest expense carryforwards, net operating losses and tax credit carry forwards. Revisions to our forecasts or declining macroeconomic conditions could result in changes to our assessment of the realization of these deferred income tax assets.
Current wording
We evaluate the need for valuation allowances to reduce the deferred tax assets to realizable amounts. Management evaluates all positive and negative evidence and uses judgment regarding past and future events, including operating results, to help determine when it is more likely than not that all or some portion of the deferred tax assets may not be realized. When appropriate, a valuation allowance is recorded against deferred tax assets to offset future tax benefits that may not be realized. As of December 31, 2025, the Company has recorded $39.1 million of valuation allowance against its deferred tax assets. Revisions to our forecasts or declining macroeconomic conditions could result in changes to our assessment of the realization of these deferred income tax assets.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
The Local Advertising, Amped, and Live Events reporting units had no goodwill as of December 31, 2025.
Current report — wording carried from elsewhere
As of December 31, 2025, we had $433.0 million of outstanding indebtedness, net of deferred financing costs of $24.4 million.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
During the year ended December 31, 2024, the Company voluntarily repurchased an aggregate $36.2 million principal amount of its 2026 Notes, plus accrued interest.