Townsquare Purchases Management Options
Townsquare Media announces that it has bought and retired 3 million options held by certain members of the management team and board of directors for a net purchase price of $3.62 per option. The purchase price reflects the spread between the closing price on April 3, 2024, of $12.36 and the option strike price of $8.74. The options, all of which were set to expire in July 2024, were granted to members of management and the board at the company’s initial public offering in July 2014. This transaction
follows last week’s repurchase of 1.5 million shares from MSG at $9.76 per share, the June 2023 repurchase of 1.5 million shares from MSG at $9.70 per share, and the March 2021 repurchase of 12.6 million shares and warrants from Oaktree Capital Management, L.P. at $6.40 per share. Like last week’s 1.5 million share repurchase from MSG, the purchase price of $10.8 million will be funded entirely with cash on hand. Townsquare CEO Bill Wilson comments, “We are very pleased to share that we were able to buy the IPO options at a net purchase price of $3.62 per option, eliminating the overhang and the shareholder dilution that would have occurred had these in-the-money options been exercised in the open market before they expired this July. The members of management and the board that were involved in this transaction have been with Townsquare for over a decade, demonstrating that our longterm incentive plan was, and continues to be, effective in retaining top talent. In total, our management team owns approximately 11% of shares outstanding today and are well aligned with the company’s investors to build shareholder value.”
Townsquare’s Cash Flow from Operations increased 35% year-over-year to $68 million, or approximately $4.07 per basic share based on shares outstanding as of March 28, 2024. Pro forma for this transaction, Cash Flow from Operations per basic share increased to approximately $4.47, representing accretion of approximately 10%. Following the transaction, the Company has 15.2 million shares outstanding. Townsquare CEO Bill Wilson says, “We are very pleased to share that we have repurchased just under 10% of our total shares outstanding in an immediately accretive transaction for our shareholders. Since 2021, we have repurchased 16.2 million shares at an average price of $7.19, while simultaneously reducing leverage. The strong cash generation characteristics of our business model, which produced $68 million of cash flow from operations in 2023, has afforded us the opportunity to accretively repurchase equity and debt, while also investing internally in our digital growth engine. In addition, we introduced a high-yielding dividend in 2023, and recently increased it by 5%. Our dividend has a yield of 7% as of March 28, 2024. With a strong cash balance of $40 million following this transaction, we will retain financial flexibility moving forward and we are confident in our ability to build shareholder value for our investors through long-term net revenue, Adjusted EBITDA and cash flow growth, net leverage reduction, future dividend payments, and potential future share repurchases.”
Station senior political director Eric Scott will moderate the town hall and he says, “Participating in youth sports can benefit our kids in so many ways. Unfortunately, the actions of just a few parents can spoil the experience for everyone.” The program’s on-air panel will feature Dr. Jason Krystofiak, division chief of sports medicine at Cooperman Barnabas Medical Center; Colleen Maguire, executive director of New Jersey State Interscholastic Athletic Association; Dr. Mike Gross, a clinical and sport psychologist and head of sport psychology at Princeton University; and Robert Everett, a former president of Berkeley Little League.
weakness in the national and network marketplace, and first-time hurdles in our Subscription Digital Marketing Solutions segment. In total, Digital now represents 51% of Townsquare’s 2023 net revenue and 55% of our 2023 Adjusted Operating Income, and maintained a 30% Adjusted Operating Income margin, consistent with 2022’s margin. The strong cash generation characteristics of our assets allowed us to produce $68 million of cash flow from operations in 2023, an increase of $18 million, or +35%, as compared to the prior year. We could not be more pleased to share that given our strong cash position, we were able to repurchase and retire approximately $27 million of our Unsecured Senior Notes at a discount during the year. In addition, we repurchased $17 million of our common stock, and paid a high-yielding dividend while also investing in our business. We also ended the year with a strong cash balance of $61 million and net leverage of 4.43x, retaining financial flexibility moving forward. Despite the lack of tailwinds at our back in 2023, I am very pleased with how the Townsquare team navigated the progressively challenging economic landscape. We outperformed competitors and gained market share due to our local focus and our digital platform. I believe that our performance over the past several years has demonstrated the efficacy of our Digital First Local Media strategy and validated our focus on local markets outside of the Top 50 U.S. cities, reinvigorating my confidence in our business model and our path moving forward.”
Scott will lead a discussion with analysts, financial planning experts, real estate specialists, and college planners. He adds, “So many New Jersey residents fear they will never be able to afford to retire. This program will help New Jersey residents make smart decisions and ask the right questions as they plan for their future.” The station will broadcast online streamed live available for embedding at facebook.com/nj1015/live as well as via nj1015.com, the New Jersey 101.5 YouTube channel, or the New Jersey 101.5 app.
compliance reports to the Bureau through the remainder of the current license terms of the two stations, and pay a Civil Penalty to the United States Treasury in the total amount of $500,000.” The violations in question center on a program that aired on Townsquare’s news/talk outlets KIDO-AM, Boise and KLIX-AM, Idaho Falls from October 2021 through March 2023 in which they “broadcast a one-hour episode of, and 30-second advertisements promoting, the Program. The format of each episode nominally resembled a news interview/public affairs program produced and presented by the Stations. In fact, however, all episodes of the Program were paid political presentations. Townsquare was paid to broadcast episodes of the Program and related advertisements initially by and on behalf of the Idaho Republican Party, and later by Tom Luna on behalf of a company doing business as Tom Luna and Associates. The hosts of each episode (Tom Luna and Victor Miller, chairman of the Ada County (Idaho) Republican Party) were solely responsible for producing the Program, including selecting guests and determining program content. Neither station provided any on-air Sponsorship ID announcements for the vast majority of the episodes or promotional advertisements that they aired revealing to listeners the true nature of the broadcasts and the identity of those who paid for them. In addition, multiple episodes of the Program contained appearances that constituted uses by legally qualified candidates for public office and communicated messages relating to political matters of national importance. Neither station uploaded records of any such candidate uses or messages to their respective online political files.”
“News Talk 1050” and two music brands. Townsquare regional vice president Robert Wawrzyniec says, “Mike is the ideal executive to lead Townsquare’s broadcast and digital operations in West Central Missouri. Most important, he knows the Sedalia market and what resonates with its listeners and advertisers. His expertise in creating, developing and executing exceptional local multi-platform solutions for advertising and marketing clients, as well as driving new business opportunities and forging important community partnerships, has resulted in deep client relationships and a strong commitment to listeners. I am looking forward to working with him in his new role.”
Gagliardi, who goes by Sam Elliot on the air, most recently served as the director of content for Townsquare’s Monmouth-Ocean market. Gagliardi says, “I sincerely thank the leadership at Townsquare – Bill Wilson, Erik Hellum, Jared Willig, and Brian Lang — for this incredible opportunity. Collaborating with the skilled professionals at the iconic brands of ‘New Jersey 101.5’ and PST presents an amazing opportunity. I am excited about working with such a highly talented group and look forward to engaging in collaborative efforts with the fantastic on-air and online creators at the Jersey 
issued the following statement: “Regional VP Brian Lang, who manages all of Townsquare’s stations in New Jersey, explains that the company earlier consolidated leadership in sales, promotions, finance, and engineering for the Trenton-Princeton and Monmouth-Ocean markets. Now it has also aligned content for those markets under Sam Gagliardi as VP of content. Gagliardi, who goes by the name Sam Elliot on the air, earlier served as general manager of Northern Lights Broadcasting in Minneapolis-St. Paul.”
women in radio with female professionals recognized as leaders in all aspects of the industry. The 2023 class is comprised of broadcast professionals Rosanna Cole, regional traffic manager, Townsquare Media; Caleigh Fisher, director of teammate experience, Good Karma Brands; Kristi Nguyen, director, digital sales & campaign management, Audacy; and Jade Springart, WRIF-FM program director, Beasley Media Group. 
Common Ground with Bill Spadea” and will feature live episodes of the podcast on location from towns, landmarks and businesses across New Jersey. The station says the deal will give Spadea the resources to focus on hard-hitting conversation and longer form interviews with leaders from New Jersey (and beyond). Spadea adds, “This partnership is the next step in the great success of our morning show, which has seen ratings skyrocket in recent years. We’re excited to be bringing multiple remote podcasts to our audience every month and look forward to seeing everyone on the trail!”
will lead a discussion aimed at helping residents understand the best way to protect themselves and their loved ones. He says, “The war between Israel and Hamas has created heightened tensions in New Jersey. But even before the war began, New Jersey was dealing with multiple threats from foreign actors and extremist groups operating in the Garden State.” The program’s on-air panel will feature Daniel Engelhardt, deputy director of the New Jersey Office of Homeland Security and Preparedness; Nelson Delgado, assistant special agent-in-charge of counterterrorism for the Newark FBI office; Stafford Township Police Chief Thomas Dellane; and security representatives from various New Jersey state agencies and authorities.
revenue of $54 million, a decline of 8.6% year-over-year. It’s Subscription Digital Marketing Solutions segment revenue was $20 million, down 12.6% from Q3 of 2022, and its Digital Advertising segment revenue was $39 million, up 5.5% year-over-year. Townsquare Media CEO Bill Wilson states, “The strong cash generation characteristics of our assets allowed us to produce $39 million of cash flow from operations in the first nine months of 2023, an increase of $7 million as compared to the prior year. We could not be more pleased to share that given our strong cash position, we were able to repurchase and retire approximately $14 million of our Unsecured Senior Notes at a discount during the third quarter, bringing our year-to-date total bond repurchases to $27 million. In addition, we repurchased approximately 94,000 Class A shares in the third quarter (in total, we’ve repurchased 1.7 million shares in 2023), and continue to pay a high-yielding dividend while also investing in our business. We also ended the quarter with a strong cash balance of $38 million and net leverage of 4.49x, retaining financial flexibility moving forward.”
together a panel of educators, behavioral specialists and policymakers to examine how best to deal with pandemic learning loss won first place and will be received by the leading team members behind the town halls: anchor Eric Scott, director of content Anne Gress, news director Annette Petriccione, managing editor Sergio Bichao, and operations specialist Dan Alexander. The station also won in the Broadcast – Best Breaking News Coverage category for its coverage of the mayhem that erupted in Long Branch at the start of the summer season at the Jersey Shore. Managing editor Sergio Bichao, reporter Dan Alexander and then-producer and weekend host Jordan Jansson worked late into the night to chronicle a developing story that had far-reaching impacts on public opinion and policy relating to law and order. Finally, the station won in the Best Use of Sound for Radio News Story for reporter Dino Flammia’s series of on-air and online reports marking the 10th anniversary of Superstorm Sandy.