Subsequent to the filing of the Townsquare Media, Inc. (the "Company") Annual
Report on Form 10-K for the fiscal year ended December 31, 2021 ("Form 10-K"),
the Company identified a control deficiency that management has determined to be
a material weakness in its internal control over financial reporting as of
December 31, 2021. This reassessment and conclusion was reached following an
internal review by BDO USA LLP ("BDO"), the independent registered public
accounting firm of the Company, of its 2021 audit of the Company's consolidated
financial statements as reported on Form 10-K. Specifically, the Company's
management has determined that the Company did not, as of December 31, 2021,
maintain adequate documentation of its testing of the functionality of a
software package. Thus, the controls over the completeness and accuracy of
information prepared by the Company that is used specific to a log produced by
one of the Company's automation systems were not operating effectively. As a
result, Management's Report on Internal Control Over Financial Reporting
included in Item 9A of the Company's Form 10-K and BDO's opinion relating to the
effectiveness of the Company's internal control over financial reporting as of
December 31, 2021 included in the Form 10-K should no longer be relied upon.
Additionally, the statements within the Evaluation of Disclosure Controls and
Procedures included in Item 4 of the Company's Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 2022 (the "Form 10-Q") are no longer
effective due to the material weakness described above.
Notwithstanding this material weakness, the Company's principal executive
officer and principal financial officer have concluded that no material
misstatements exist in the consolidated financial statements included in the
Form 10-K or the Form 10-Q. Upon completion of additional procedures performed
by the Company and BDO, the Company expects to file the necessary amendments to
its previously filed Form 10-K and Form 10-Q, which the Company currently
anticipates will occur during August 2022. Notwithstanding the identified
material weakness referred to above, management, including our principal
executive officer and principal financial officer, believes that the
consolidated financial statements contained in the Form 10-K and the Form 10-Q
fairly present, in all material respects, the financial condition, results of
operations and cash flows of the Company for all periods presented in accordance
with generally accepted accounting principles in the United States.
The Company has begun updating its implementation of internal controls to
remediate the aforementioned control deficiency. During the Company's third and
fourth quarter of 2022, the Company will evaluate its updated internal controls
implementation to determine whether the controls have operated effectively to
remediate the control deficiency that led to the material weakness in the
Company's internal control over financial reporting as of December 31, 2021 and
June 30, 2022.
Townsquare Media, Inc. is a digital media and digital marketing solutions company. The Company's 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. Its segments include Subscription Digital Marketing Solutions, Digital Advertising and Broadcast Advertising. The Subscription Digital Marketing Solutions includes its subscription digital marketing solutions business, Townsquare Interactive. The Digital Advertising segment, which it markets as Townsquare Ignite, includes digital advertising on its owned and operated digital properties and its digital programmatic advertising platform. The Broadcast Advertising includes its local, regional and national advertising products and solutions delivered via terrestrial radio broadcast. Its portfolio includes local media brands such as WYRK.com, WJON.com and NJ101.5.com.
TOWNSQUARE MEDIA, INC. 
