Townsquare Media (TSQ) risk factors, FY2025 10-K

Risks Related to Economic Conditions and Our Business

1. 01Macroeconomic factors such as high and sustained inflation and interest rates, enacted and proposed tariffs and changes in the economy have had, and may continue to have a material adverse effect on our business
2. 02If we are unable to retain our digital audience, our business may be adversely affected
3. 03Artificial intelligence presents new risks and challenges to our business
4. 04Our business, financial condition and results of operations may be adversely affected if we are unable to acquire certain broadcast rights or our broadcast rights contracts are not renewed on sufficiently favorable terms
5. 05Our results are impacted by political advertising revenue, which can vary from even to odd-numbered years40% rewritten
6. 06To remain competitive, we must respond to changes in technology, services and standards that characterize our industry
7. 07In addition, some automobile manufacturers have removed AM radio functionality from their vehicles. Although Congress is considering legislation to maintain AM radio in vehicles, we cannot predict whether these legislative efforts will be successful, or their impact on our business
8. 08The failure or destruction of transmitter and other facilities that we depend upon to distribute our content could materially adversely affect our business, financial condition and results of operations
9. 09We are dependent on key personnel23% rewritten
10. 10Increases in or new royalties could adversely impact our business, financial condition and results of operations
11. 11Our substantial indebtedness could have an adverse impact on us
12. 12Capital requirements necessary to operate our business or consummate acquisitions could pose risks

Risks Related to Our Industry and Competition

1. 13Our future revenue and earnings growth will be significantly impacted by our digital lines of business, which are subject to significant competition and rapidly changing technology47% rewritten
2. 14We may lose audience ratings, market share and advertising revenue to competing radio stations or other types of media competitors
3. 15Our success is dependent upon audience engagement with our content, which is difficult to predict22% rewritten
4. 16alternative forms of entertainment and leisure time activities, general economic conditions and other tangible and intangible factors, all of which are difficult to predictNew

Risks Related to Acquisitions

1. 17There are risks associated with our acquisition strategy55% rewritten
2. 18Due to various market and financial conditions, we may not be able to successfully complete future acquisitions or future dispositions of our radio stations, or achieve the related benefits we anticipate

Risks Related to Our Financial Reporting and Accounting

1. 19We have remediated several material weaknesses in our internal control over financial reporting in prior years. If we experience additional material weaknesses in the future, our business may be harmed
2. 20Future losses could be caused by future asset impairment of our FCC licenses and/or goodwill
3. 21Given the current economic environment and the potential negative impact on our business, there can be no assurance that our estimates and assumptions regarding our forecasts, made for the purpose of our non-amortizable intangible fair value estimates, will prove to be accurate

Risks Related to Technology

1. 22New technologies could block our digital ads, and new restrictions on third-party cookies could harm our digital advertising business
2. 23A disruption, compromise, or breach of our systems or data due to a cybersecurity threat or incident could adversely affect our business
3. 24Our engagement of third-party service providers increases our exposure to security and data privacy risks
4. 25We rely on third parties to provide the technologies necessary to deliver content, advertising and services, and adverse changes to these arrangements could harm our businessNew

Risks Related to Governmental Regulation and Legislation

1. 26Our business depends upon licenses issued by the FCC, and if licenses are not renewed or we are out of compliance with FCC regulations and policies, our business could be materially impaired
2. 27The FCC has been vigorous in its enforcement of its rules and regulations, including its indecency and sponsorship identification rules, violations of which could have a material adverse effect on our business
3. 28We are required to obtain prior federal approval for each station acquisition, which approvals may be subject to our compliance with certain conditions, possibly including asset divestitures, which may be material
4. 29The information we collect and process is of increasing business importance and new or changing federal, state or international privacy legislation or regulation create uncertainty for our continued use of the information we collect and process
5. 30New or changing privacy legislation or regulation could hinder the growth of our digital properties

Risks Related to Our Smaller Reporting Company Status

1. 31We are a smaller reporting company and intend to avail ourselves of certain reduced disclosure requirements applicable to smaller reporting companies, which could make our common stock less attractive to investors
2. 32The public market for our Class A Common Stock may be volatile
3. 33We are subject to risks related to corporate social responsibility
4. 34We began paying quarterly cash dividends in 2023, however any future cash dividends will be at the discretion of our board of directors and other factors. You may not receive any return on investment unless you are able to sell your Class A common stock for a price greater than your purchase price
5. 35Anti-takeover provisions in our certificate of incorporation or bylaws may delay, discourage or prevent a change in control