SEC Comment Letter 0000000000-24-007762 to Townsquare Media, Inc. (TSQ) (CIK 0001499832) (TSQ)
Townsquare Media, Inc. (TSQ) (CIK 0001499832)
Date: July 9, 2024 · CIK: 0001499832 · Accession: 0000000000-24-007762
AI Filing Summary & Sentiment
File numbers found in text: 001-36558
Letter
July 9, 2024 Bill Wilson Chief Executive Officer Townsquare Media, Inc. One Manhattanville Road Suite 202 Purchase, NY 10577 Re:Townsquare Media, Inc. Form 10-K for Fiscal Year Ended December 31, 2023 Form 8-K filed May 9, 2024 File No. 001-36558 Dear Bill Wilson: We have limited our review of your filing to the financial statements and related disclosures and have the following comments. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Form 8-K filed May 9, 2024 Exhibit 99.1, page 1
We believe that your earnings release gives undue prominence to the presentation and discussion of non-GAAP measures. For instance, we note your references to Adjusted Operating Income and Adjusted EBITDA, in the title and/or first paragraph of the earnings release without references to the corresponding comparable GAAP measures. In addition, we note that you give undue prominence to the presentation and discussion of the non-GAAP measures throughout the prepared remarks in your earnings call. Accordingly, please revise future earnings releases to comply with the reporting requirements of Item 10(e) of Regulation S-K. Refer to Instruction 2 to Item 2-02 of Form 8-K in this regard.
1.
July 9, 2024 Page 2
2.We note that you consider Adjusted Operating Income and Adjusted Net Income as performance measures. Please tell us why there are cash-based adjustments, such as corporate expenses, in the calculation of a performance measure. Refer to the guidance in Question 100.01 of the non-GAAP C&DIs which indicates the exclusion of normal, recurring, cash operating expenses necessary to operate your business from a non-GAAP performance measure may be misleading. Please provide us with the revised disclosures you intend to include in future filings. In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Claire DeLabar at 202-551-3349 or Robert Littlepage at 202-551-3361 with any questions. Sincerely, Division of Corporation Finance Office of Technology
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July 9, 2024
Bill Wilson
Chief Executive Officer
Townsquare Media, Inc.
One Manhattanville Road
Suite 202
Purchase, NY 10577
Re:Townsquare Media, Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
Form 8-K filed May 9, 2024
File No. 001-36558
Dear Bill Wilson:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 8-K filed May 9, 2024
Exhibit 99.1, page 1
We believe that your earnings release gives undue prominence to the presentation and
discussion of non-GAAP measures. For instance, we note your references to Adjusted
Operating Income and Adjusted EBITDA, in the title and/or first paragraph of the
earnings release without references to the corresponding comparable GAAP measures. In
addition, we note that you give undue prominence to the presentation and discussion of
the non-GAAP measures throughout the prepared remarks in your earnings call.
Accordingly, please revise future earnings releases to comply with the reporting
requirements of Item 10(e) of Regulation S-K. Refer to Instruction 2 to Item 2-02 of Form
8-K in this regard.
1.
July 9, 2024
Page 2
2.We note that you consider Adjusted Operating Income and Adjusted Net Income as
performance measures. Please tell us why there are cash-based adjustments, such as
corporate expenses, in the calculation of a performance measure. Refer to the guidance in
Question 100.01 of the non-GAAP C&DIs which indicates the exclusion of normal,
recurring, cash operating expenses necessary to operate your business from a non-GAAP
performance measure may be misleading. Please provide us with the revised disclosures
you intend to include in future filings.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
Please contact Claire DeLabar at 202-551-3349 or Robert Littlepage at 202-551-3361
with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology