TRUE2022Q1000149983212/31The purpose of this Quarterly Report on Form 10-Q/A is to amend our disclosure in Part I, Item 4 “Controls and Procedures,” of the Original Report to change the conclusions of our principal executive officer and principal financial officer regarding the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended March 31, 2022.

Except as described above, no other changes have been made to the Original Form 10-Q, and this Amendment does not amend, update or change any other items or disclosures in the Original Form 10-Q or reflect events occurring after the filing date of the Original Form 10-Q. The Original Form 10-Q continues to speak as of its original filing date.00014998322022-01-012022-03-310001499832us-gaap:CommonClassAMember2022-05-03xbrli:shares0001499832us-gaap:CommonClassBMember2022-05-030001499832us-gaap:CommonClassCMember2022-05-03


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No.1)

☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2022

OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to ______
Commission file number 001-36558
Townsquare Media, Inc.
(Exact name of registrant as specified in its charter)
Delaware
27-1996555
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
One Manhattanville Road
Suite 202
Purchase,
New York
10577
(Address of Principal Executive Offices, including Zip Code)
(203) 861-0900
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, $0.01 par value per shareTSQThe New York Stock Exchange
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ☒    No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes ☒   No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer☐Accelerated filer☒
Non-accelerated filer☐Smaller reporting company☒
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ☐    No ☒
As of May 3, 2022, the registrant had 17,150,848 outstanding shares of common stock consisting of: (i) 12,874,211 shares of Class A common stock, par value $0.01 per share; (ii) 815,296 shares of Class B common stock, par value $0.01 per share; and (iii) 3,461,341 shares of Class C common stock, par value $0.01 per share.


EXPLANATORY NOTE

This Amendment No. 1 on Form 10Q/A (this “Amendment”) amends our original Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 10, 2022 (the “Original Form 10-Q”). However, this amendment does not change our consolidated financial statements as set forth in the Original Form 10-Q.

The purpose of this Amendment is to revise Part I, Item 4 to reflect management’s conclusion that our disclosure controls and procedures were not effective at March 31, 2022 due to a material weakness in our internal control over financial reporting identified subsequent to the issuance of our Original Form 10-Q. This material weakness did not result in any change to our consolidated financial statements as set forth in the Original Form 10-Q. As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the Company’s Chief Executive Officer and Chief Financial Officer are being filed herewith as exhibits to this Amended Filing (Exhibit 31.1 and Exhibit 31.2). Because no financial statements are contained within this Amendment, paragraph 3 of such certifications has been omitted.

Other than the inclusion within this Amendment of new certifications required by management (and related amendment to the exhibit index to reflect the addition of such certifications), this Amendment speaks only as of the date of the Original Form 10-Q and does not modify or update any other disclosures contained in our Original Form 10-Q. Also, there are no changes to our consolidated financial statements set forth in the Original Form 10-Q. This Amendment should be read in conjunction with the Original Form 10-Q and reports filed with the SEC subsequent to the Original Form 10-Q.



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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), with the assistance of other members of management, have reviewed the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Our disclosure controls and procedures are intended to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is (1) recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms and (2) accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. At the time we filed the Original Form 10-Q, our principal executive officer and principal financial officer had concluded that as of March 31, 2022, our disclosure controls and procedures were effective. Following an internal review by BDO USA, LLP, the independent registered public accounting firm of the Company, of its 2021 audit of the Company’s consolidated financial statements as reported in the Company’s Annual Report on Form 10-K, for the fiscal year ended December 31, 2021, originally filed with the SEC on March 16, 2022 a control deficiency was identified. The Company did not 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, our principal executive officer and our principal financial officer have concluded that our disclosure controls and procedures were not effective as of March 31, 2022 because of this material weakness in our internal control over financial reporting,

Notwithstanding this material weakness, the Company has concluded that no material misstatements exist in the consolidated financial statements as filed on the Original Form 10-Q and such financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2022 and December 31, 2021, and the results of its operations and its cash flows for the three months ended March 31, 2022 and March 31, 2021, in conformity with accounting principles generally accepted in the United States of America. Accordingly, there are no changes to the Company’s previously reported consolidated financial statements and earnings releases.

Plan for Remediation of Material Weakness

The Company and its Board of Directors are committed to maintaining a strong internal control environment. Management has evaluated the material weakness described above and has made significant progress updating its documentation of its testing of the impacted software package to remediate the control deficiency and enhance the Company’s internal control environment. Management is committed to successfully implementing the remediation plan as promptly as possible, and currently plans to evaluate its documentation of the testing of the impacted software package to determine whether the documentation of its testing controls have operated effectively during the third and fourth quarter of 2022 to fully remediate the material weakness in the Company’s internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during the three months ended March 31, 2022 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

There are inherent limitations in the effectiveness of any control system, including the potential for human error and the possible circumvention or overriding of controls and procedures. Additionally, judgments in decision-making can be faulty and breakdowns can occur because of a simple error or mistake. An effective control system can provide only reasonable, not absolute, assurance that the control objectives of the system are adequately met. Accordingly, the management of the Company, including its Chief Executive Officer and Chief Financial Officer, does not expect that the control system can prevent or detect all error or fraud. Finally, projections of any evaluation or assessment of effectiveness of a control system to future periods are subject to the risks that, over time, controls may become inadequate because of changes in an entity’s operating environment or deterioration in the degree of compliance with policies or procedures.




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PART II

Item 6. Exhibits
Exhibit
Description
31.1*
31.2*
32.1**
32.2**
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith
** Furnished herewith



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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

TOWNSQUARE MEDIA, INC.
Date: November 7, 2022
By:/s/ Stuart Rosenstein
Name: Stuart Rosenstein
Title: Executive Vice President & Chief Financial Officer
By:/s/ Robert Worshek
Name: Robert Worshek
Title: Senior Vice President, Chief Accounting Officer


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