Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________________________

FORM 10-Q

______________________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024


o			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 001-39029

______________________________________

MEDIACO HOLDING INC.

(Exact name of registrant as specified in its charter)

______________________________________

Indiana

(State of incorporation or organization)

84-2427771

(I.R.S. Employer Identification No.)

48 West 25th Street, Third Floor

New York, New York 10010

(Address of principal executive offices)

(212) 229-9797

(Registrant’s Telephone Number, Including Area Code)

395 Hudson Street, Floor 7

New York, New York 10014

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

______________________________________

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Class A common stock, $0.01 par value	MDIA	Nasdaq Capital Market

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 x No o

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 x No o

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 the 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	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	x

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 pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

The number of shares outstanding of each of MediaCo Holding Inc.’s classes of common stock, as of May 8, 2024, was:


41,291,540						Shares of Class A Common Stock, $.01 Par Value
5,413,197						Shares of Class B Common Stock, $.01 Par Value
—						Shares of Class C Common Stock, $.01 Par Value

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INDEX


			Page
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements			3
Condensed Consolidated Statements of Operations for the three-month period s ended March 3 1 , 202 4 and 202 3			3
Condensed Consolidated Balance Sheets as of March 3 1 , 202 4 and December 31, 202 3			4
Condensed Consolidated Statements of Changes in Equity (Deficit) for the three-month periods ended March 3 1 , 202 4 and 202 3			5
Condensed Consolidated Statements of Cash Flows for the three -month periods ended March 3 1 , 202 4 and 202 3			6
Notes to Condensed Consolidated Financial Statements			7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			17
Item 3. Quantitative and Qualitative Disclosures about Market Risk			21
Item 4. Controls and Procedures			21
PART II — OTHER INFORMATION
Item 1. Legal Proceedings			21
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities			21
Item 5. Other Information			22
Item 6. Exhibits			22
SIGNATURES			23

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PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

MEDIACO HOLDING INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended March 31,
(in thousands, except per share amounts)		2024		2023
NET REVENUES		$	6,706	$	7,335
OPERATING EXPENSES:
Operating expenses excluding depreciation and amortization expense		6,650		7,237
Corporate expenses		3,390		1,884
Depreciation and amortization		133		159
Gain on disposal of assets		—		(39)
Total operating expenses		10,173		9,241
OPERATING LOSS		(3,467)		(1,906)
OTHER INCOME (EXPENSE):
Interest expense, net		(136)		(103)
Other (expense) income		10		129

Total other (expense) income		(126)		26
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		(3,593)		(1,880)
PROVISION FOR INCOME TAXES		84		75
NET LOSS FROM CONTINUING OPERATIONS		(3,677)		(1,955)
DISCONTINUED OPERATIONS:
Loss from discontinued operations before income taxes		—		(152)

Income tax benefit from discontinued operations		—		—
NET LOSS FROM DISCONTINUED OPERATIONS		—		(152)
CONSOLIDATED NET LOSS		(3,677)		(2,107)
PREFERRED STOCK DIVIDENDS		723		590
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS		$	(4,400)	$	(2,697)

Net loss per share attributable to common shareholders - basic and diluted:
Continuing operations		$	(0.18)	$	(0.10)
Discontinued operations		$	—	$	(0.01)
Net loss per share attributable to common shareholders - basic and diluted:		$	(0.18)	$	(0.11)

Weighted average common shares outstanding:
Basic		25,080		24,718
Diluted		25,080		24,718

The accompanying notes are an integral part of these unaudited condensed consolidated statements.

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MEDIACO HOLDING INC.

CONDENSED CONSOLIDATED BALANCE SHEETS


	March 31, 2024		December 31, 2023
(in thousands, except share data)	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	3,960	$	3,817
Restricted cash	1,354		1,337
Accounts receivable, net of allowance for credit losses of $378 and $353, respectively	6,684		6,675
Prepaid expenses	2,240		891
Other current assets	874		1,188

Total current assets	15,112		13,908
PROPERTY AND EQUIPMENT, NET	1,473		1,380
INTANGIBLE ASSETS, NET	64,663		64,593
OTHER ASSETS:
Operating lease right of use assets	13,529		13,614

Deposits and other	2,177		1,996
Total other assets	15,706		15,610

Total assets	$	96,954	$	95,491
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	6,662	$	2,625
Current maturities of long-term debt	6,458		6,458
Accrued salaries and commissions	688		539
Deferred revenue	828		557
Operating lease liabilities	1,634		1,444
Income taxes payable	—		65
Other current liabilities	225		29

Total current liabilities	16,495		11,717
LONG TERM DEBT, NET OF CURRENT	—		—
OPERATING LEASE LIABILITIES, NET OF CURRENT	14,329		14,333

DEFERRED INCOME TAXES	2,850		2,775
OTHER NONCURRENT LIABILITIES	513		502

Total liabilities	34,187		29,327
COMMITMENTS AND CONTINGENCIES
SERIES A CUMULATIVE CONVERTIBLE PARTICIPATING PREFERRED STOCK, $0.01 PAR VALUE, 10,000,000 SHARES AUTHORIZED; 286,031 SHARES ISSUED AND OUTSTANDING	29,477		28,754
EQUITY:
Class A common stock, $0.01 par value; authorized 170,000,000 shares; issued and outstanding 20,578,568 shares and 20,741,865 shares at March 31, 2024, and December 31, 2023, respectively	206		210
Class B common stock, $0.01 par value; authorized 50,000,000 shares; issued and outstanding 5,413,197 shares at March 31, 2024, and December 31, 2023	54		54
Class C common stock, $0.01 par value; authorized 30,000,000 shares; none issued	—		—
Additional paid-in capital	60,578		60,294
Accumulated deficit	(27,548)		(23,148)
Total equity	33,290		37,410
Total liabilities and equity	$	96,954	$	95,491

The accompanying notes are an integral part of these unaudited condensed consolidated statements.

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MEDIACO HOLDING INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited)


	Class A Common Stock			Class B Common Stock			APIC		Accumulated Deficit		Total
(in thousands, except share data)	Shares	Amount		Shares	Amount
BALANCE, DECEMBER 31, 2023	20,741,865	$	210	5,413,197	$	54	$	60,294	$	(23,148)	$	37,410
Net loss	—	—		—	—		—		(3,677)		(3,677)
Issuance of class A to employees, officers and directors, net	(151,993)	(4)		—	—		291		—		287
Repurchase of class A common shares	(11,304)	—		—	—		(7)		—		(7)
Preferred stock dividends	—	—		—	—		—		(723)		(723)
BALANCE, MARCH 31, 2024	20,578,568	$	206	5,413,197	$	54	$	60,578	$	(27,548)	$	33,290











BALANCE, DECEMBER 31, 2022	20,443,138	$	207	5,413,197	$	54	$	59,817	$	(13,102)	$	46,976
Net loss	—	—		—	—		—		(2,107)		(2,107)
Issuance of class A to employees, officers and directors, net	564,548	6		—	—		363		—		369
Repurchase of class A common shares	(395,813)	(6)		—	—		(565)		—		(571)
Preferred stock dividends	—	—		—	—		—		(590)		(590)
BALANCE, MARCH 31, 2023	20,611,873	$	207	5,413,197	$	54	$	59,615	$	(15,799)	$	44,077

The accompanying notes are an integral part of these unaudited condensed consolidated statements.

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MEDIACO HOLDING INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Three Months Ended March 31,
(in thousands)	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated net loss	$	(3,677)	$	(2,107)
Less: Loss from discontinued operations, net of tax	—		152
Adjustments to reconcile net loss to net cash provided by operating activities -

Depreciation and amortization	133		159


Noncash lease expense	85		651
Allowance for credit losses	25		(20)

Provision for deferred income taxes	75		75
Noncash compensation	364		634

Other noncash items	2		82
Changes in assets and liabilities
Accounts receivable	(34)		1,402
Prepaid expenses and other current assets	(1,035)		(432)
Other assets	(331)		—
Accounts payable and accrued liabilities	4,210		104
Deferred revenue	271		383
Operating lease liabilities	186		(398)
Income taxes	(29)		—
Other liabilities	167		133
Net cash provided by continuing operating activities	412		818
Net cash provided by discontinued operating activities	—		160
Net cash provided by operating activities	412		978
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(26)		(237)
Purchases of internally-created software	(146)		(312)

Net cash used in continuing investing activities	(172)		(549)
Net cash used in discontinued investing activities	—		—
Net cash used in investing activities	(172)		(549)
CASH FLOWS FROM FINANCING ACTIVITIES:




Repurchases of class A common stock	(7)		(571)
Settlement of tax withholding obligations	(73)		(109)
Net cash used in continuing financing activities	(80)		(680)
Net cash used in discontinued financing activities	—		(38)
Net cash used in financing activities	(80)		(718)
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	160		(289)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH:
Beginning of period	7,071		15,301
End of period	7,231		15,012
Less: Cash, cash equivalents and restricted cash of discontinued operations	—		—
Cash, cash equivalents and restricted cash of continuing operations at end of period	$	7,231	$	15,012

The accompanying notes are an integral part of these unaudited condensed consolidated statements.

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MEDIACO HOLDING INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in Thousands Unless Indicated Otherwise)

(Unaudited)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

MediaCo Holding Inc. (“MediaCo” or the “Company”) is an owned and operated multi-media company formed in Indiana in 2019, focused on radio and digital advertising, premium programming and events.

Our assets consist of two radio stations, WQHT(FM) and WBLS(FM) (the “Stations”), which serve the New York City demographic market area that primarily targets Black, Hispanic, and multi-cultural consumers, as well as certain assets that we acquired in April 2024. See Note 10 for additional information. We derive our revenues primarily from radio and digital advertising sales, but we also generate revenues from events, including sponsorships and ticket sales, licensing, and syndication.

Unless the context otherwise requires, references to “we”, “us” and “our” refer to MediaCo and its subsidiaries.

Basis of Presentation and Consolidation

Our condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All significant intercompany balances and transactions have been eliminated. In the opinion of management, all adjustments necessary for fair presentation (including normal recurring adjustments) have been included.

Going Concern

The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Pursuant to Accounting Standards Codification (“ASC”) Topic 205-40, Going Concern, the Company is required to evaluate whether there is substantial doubt about its ability to continue as a going concern within one year of the date of issuance of these financial statements (May 15, 2024). Based on its current projections of future cash flows, current financial condition, sources of liquidity and debt service obligations due on or before May 15, 2025, the Company believes it has the ability to meet its obligations for at least one year from the date of issuance of these condensed consolidated financial statements.

In the 2023 Form 10-K filed on April 1, 2024, the Company stated that it had substantial doubt about its ability to continue as a going concern within one year after the date the financial statements were issued. As a result of the consummation of the transactions contemplated by the asset purchase agreement and related debt and equity issuances discussed in Note 10, the conditions described in the 2023 Form 10-K that raised substantial doubt about whether the Company would continue as a going concern no longer exist.

Cash, Cash Equivalents and Restricted Cash

MediaCo considers time deposits, money market fund shares and all highly liquid debt investment instruments with original maturities of three months or less to be cash equivalents. At times, such deposits may be in excess of FDIC insurance limits. Restricted cash at March 31, 2024 and December 31, 2023 consisted of $1.4 million and $1.3 million, respectively, held in escrow related to the Company's disposition of the Fairway business, classified in current assets, and $1.9 million as of March 31, 2024 and December 31, 2023 held as collateral for a letter of credit entered into in connection with the lease in New York City for our radio operations and corporate offices, which expires in October 2039, and included in the line item Deposits and Other in the condensed consolidated balance sheets.

Fair Value Measurements

Fair value is the exchange price to sell an asset or transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The Company uses market data or assumptions market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs may be readily observable, corroborated by market data, or generally unobservable. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. We have no assets or liabilities for which fair value is measured on a recurring basis using Level 3 inputs.

The Company has certain assets that are measured at fair value on a non-recurring basis including those described in Note 3, Intangible Assets, and are adjusted to fair value only when the carrying values are more than the fair values. The categorization of the framework used to price the assets is considered a Level 3 measurement due to the subjective nature of the unobservable inputs used to determine the fair value (see Note 3 for more discussion).

The Company’s long-term debt is not actively traded and is considered a Level 3 measurement. The Company believes the current carrying value of its long-term debt approximates its fair value.

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Allowance for Credit Losses

An allowance for credit losses is recorded based on management’s judgment of the collectability of trade receivables. When assessing the collectability of receivables, management considers, among other things, customer type (agency versus non-agency), historical loss experience, existing and expected future economic conditions and aging category. Amounts are written off after all normal collection efforts have been exhausted. The activity in the allowance for credit losses for the three-month periods ended March 31, 2024 and 2023 was as follows:


	Three Months Ended March 31,
		2024		2023
Beginning Balance		$	353	$	122
Change in Provision		25		(20)
Write Offs		—		—
Ending Balance		$	378	$	102

Estimates

The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. The Company has considered information available to it as of the date of issuance of these financial statements and is not aware of any specific events or circumstances that would require an update to its estimates or judgments, or a revision to the carrying value of its assets or liabilities. These estimates may change as new events occur and additional information becomes available. Actual results could differ materially from these estimates.

Earnings Per Share

Our basic and diluted net loss per share is computed using the two-class method. The two-class method is an earnings allocation that determines net income per share for each class of common stock and participating securities according to their participation rights in dividends and undistributed earnings or losses. Shares of Series A preferred stock include rights to participate in dividends and distributions to common stockholders on an if-converted basis, and accordingly are considered participating securities. During periods of undistributed losses, however, no effect is given to our participating securities since they are not contractually obligated to share in the losses. We have elected to determine the earnings allocation based on income (loss) from continuing operations. For periods with a loss from continuing operations, all potentially dilutive items were anti-dilutive and thus basic and diluted weighted-average shares are the same. The following is a reconciliation of basic and diluted net loss per share attributable to Class A and Class B common shareholders:


	Three Months Ended March 31,
		2024		2023
Numerator:
Loss from continuing operations		$	(3,677)	$	(1,955)
Less: Preferred stock dividends		(723)		(590)

Loss from continuing operations available to common shareholders		(4,400)		(2,545)
Loss from discontinued operations, net of income taxes		—		(152)
Net loss attributable to common shareholders		$	(4,400)	$	(2,697)

Denominator:
Weighted-average shares of common stock outstanding — basic and diluted		25,080		24,718







Earnings per share of common stock attributable to common shareholders:
Net loss per share attributable to common shareholders - basic and diluted:
Continuing operations		$	(0.18)	$	(0.10)
Discontinued operations		—		(0.01)
Net loss per share attributable to common shareholders - basic and diluted:		$	(0.18)	$	(0.11)

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On August 20, 2021, MediaCo Holding Inc. entered into an At Market Issuance Sales Agreement with B. Riley Securities, Inc. (“B. Riley”), pursuant to which the Company may offer and sell, from time to time through or to B. Riley, as agent or principal, shares of the Company’s Class A Common Stock, having an aggregate offering price of up to $12.5 million. No shares were sold during the three-month periods ended March 31, 2024 or 2023.

For the three month period ended March 31, 2024, we repurchased under a share repurchase plan 11,304 shares of Class A common stock for an immaterial amount.

The following convertible equity shares and restricted stock awards were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive.


	Three Months Ended March 31,
(in thousands)		2024	2023
Convertible Emmis promissory note		9,423	4,742

Series A convertible preferred stock		41,546	20,926
Restricted stock awards		146	194
Total anti-dilutive shares		51,115	25,862

Recent Accounting Pronouncements Not Yet Implemented

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to enhance the transparency and decision usefulness of income tax disclosures by enhancing information about how an entity’s operations and related tax risks and its tax planning and operation opportunities affect its tax rate and prospects for future cash flows. This guidance is effective for fiscal years beginning after December 31, 2024, with early adoption permitted. Adoption allows for prospective application, with retrospective application permitted. We are currently assessing the impact this standard will have on our condensed consolidated financial statements, including, but not limited to, our income taxes footnote disclosure.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures to update reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. This update is effective beginning with the Company’s 2024 fiscal year annual reporting period, with early adoption permitted. We are currently assessing the impact this standard will have on our condensed consolidated financial statements.

2. DISCONTINUED OPERATIONS

On December 9, 2022, Fairway entered into the Purchase Agreement with the Purchaser. The transactions contemplated by the Purchase Agreement closed as of the date of the Purchase Agreement. The purchase price was $78.6 million, subject to certain customary adjustments, paid at closing in cash. The sale resulted in a pre-tax gain of $46.9 million in the fourth quarter of 2022.

In accordance with ASC 205-20-S99-3, Allocation of Interest to Discontinued Operations, the Company elected to allocate interest expense to discontinued operations where the debt is not directly attributed to the Fairway business. Interest expense was allocated based on a ratio of net assets discontinued to the sum of consolidated net assets plus consolidated debt.

In addition, upon closing we entered into a transition service agreement with the Purchaser to support the operations after the divestiture for immaterial fees. This agreement commenced with the close of the transaction and was terminated at the end of the initial term in February 2023.

The financial results of Fairway are presented as income from discontinued operations on our condensed consolidated statements of operations. The following table presents the financial results of Fairway:

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	Three Months Ended March 31,
		2024		2023
Net revenues		$	—	$	—
OPERATING EXPENSES
Operating expenses excluding depreciation and amortization expense		—		152


Total operating expenses		—		152
(Loss) income from operations of discontinued operations		—		(152)
Interest and other, net		—		—


Loss from discontinued operations, before income taxes		—		(152)
Income tax benefit (expense)		—		—
Loss from discontinued operations, net of income taxes		$	—	$	(152)

3. INTANGIBLE ASSETS

As of March 31, 2024 and December 31, 2023, intangible assets consisted of the following:


	March 31, 2024		December 31, 2023
Indefinite-lived intangible assets
FCC licenses	$	63,266	$	63,266


Definite-lived intangible assets

Software	1,397		1,327
Total	$	64,663	$	64,593

Valuation of Indefinite-lived Broadcasting Licenses

In accordance with ASC Topic 350, Intangibles—Goodwill and Other, the Company’s FCC licenses are considered indefinite-lived intangibles; therefore, they are not subject to amortization, but are tested for impairment at least annually as discussed below.

The carrying amounts of the Company’s FCC licenses were $63.3 million as of March 31, 2024 and December 31, 2023. Pursuant to our accounting policy, stations in a geographic market cluster are considered a single unit of accounting. The stations perform an annual impairment test of indefinite-lived intangibles as of October 1 of each year. When indicators of impairment are present, we will perform an interim impairment test. There have been no indicators of impairment since we performed our annual impairment assessment as of October 1, 2023 and therefore there has been no need to perform an interim impairment assessment. Future impairment tests may result in additional impairment charges in subsequent periods.

Fair value of our FCC licenses is estimated to be the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To determine the fair value of our FCC licenses, the Company considers both income and market valuation methods when it performs its impairment tests. Under the income method, the Company projects cash flows that would be generated by its unit of accounting assuming the unit of accounting was commencing operations in its market at the beginning of the valuation period. This cash flow stream is discounted to arrive at a value for the FCC license. The Company assumes the competitive situation that exists in its market remains unchanged, with the exception that its unit of accounting commenced operations at the beginning of the valuation period. In doing so, the Company extracts the value of going concern and any other assets acquired, and strictly values the FCC license.

Major assumptions involved in this analysis include market revenue, market revenue growth rates, unit of accounting audience share, unit of accounting revenue share and discount rate. Each of these assumptions may change in the future based upon changes in general economic conditions, audience behavior, consummated transactions, and numerous other variables that may be beyond our control. The projections incorporated into our license valuations take into consideration then current economic conditions. Under the market method, the Company uses recent sales of comparable radio stations for which the sales value appeared to be concentrated entirely in the value of the license, to arrive at an indication of fair value. When evaluating our radio broadcasting licenses for impairment, the testing is performed at the unit of accounting level as determined by ASC Topic 350-30-35. In our case, radio stations in a geographic market cluster are considered a single unit of accounting.

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Definite-lived intangibles

The following table presents the weighted-average useful life at March 31, 2024, and the gross carrying amount and accumulated amortization at March 31, 2024 and December 31, 2023, for our definite-lived intangible assets:


		March 31, 2024						December 31, 2023
	Weighted Average Remaining Useful Life (in years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount

Software	4.1	$	1,733	$	336	$	1,397	$	1,583	$	256	$	1,327

The software was developed internally by our radio operations and represents our updated website and mobile application, which offer increased functionality and opportunities to grow and interact with our audience. They cost $1.7 million to develop and useful lives of five years and seven years were assigned to the application and website, respectively.

Total amortization expense from definite-lived intangible assets for each of the three months ended March 31, 2024 and 2023 was $0.1 million. The Company estimates amortization expense each of the next five years as follows:


Year ending December 31,	Amortization Expense
2024 (from April 1)	$	260
2025	347
2026	347
2027	304
2028	133
After 2028	6
Total	$	1,397

4. REVENUE

The Company generates revenue from the sale of services including, but not limited to: (i) on-air commercial broadcast time, (ii) non-traditional revenues including event-related revenues and event sponsorship revenues, and (iii) digital advertising. Payments received from advertisers before the performance obligation is satisfied are recorded as deferred revenue. Substantially all deferred revenue is recognized within twelve months of the payment date. We do not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. Advertising revenues presented in the condensed consolidated financial statements are reflected on a net basis, after the deduction of advertising agency fees, usually at a rate of 15% of gross revenues.

Spot Radio Advertising

On-air broadcast revenue is recognized when or as performance obligations under the terms of a contract with a customer are satisfied. This typically occurs over the period of time that advertisements are provided, or as an event occurs. Revenues are reported at the amount the Company expects to be entitled to receive under the contract. Payments received from advertisers before the performance obligation is satisfied are recorded as deferred revenue in the condensed consolidated balance sheets. Substantially all deferred revenue is recognized within twelve months of the payment date.

Digital

Digital revenue relates to revenue generated from the sale of digital marketing services (including display advertisements and video pre-roll and sponsorships) to advertisers on Company-owned websites and from revenue generated from content distributed across other digital platforms. Digital revenues are generally recognized as the digital advertising is delivered.

Syndication

Syndication revenue relates to revenue generated from the sale of rights to broadcast shows we produce as well as revenues from syndicated shows we broadcast for a fee. Syndication revenues are generally recognized ratably over the term of the contract.

Events and Sponsorships

Events and Sponsorships revenues principally consist of ticket sales and sponsorship of events our stations conduct in their local market. These revenues are recognized when our performance obligations are fulfilled, which generally coincides with the occurrence of the related event.

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Other

Other revenue includes barter revenue, network revenue, talent fee revenue and other revenue. The Company provides advertising broadcast time in exchange for certain products and services, including on-air radio programming. These barter arrangements generally allow the Company to preempt such bartered broadcast time in favor of advertisers who purchase time for cash consideration. These barter arrangements are valued based upon the Company’s estimate of the fair value of the products and services received. Revenue is recognized on barter arrangements when we broadcast the advertisements. Advertisements delivered under barter arrangements are typically aired during the same period in which the products and services are consumed. The Company also sells certain remnant advertising inventory to third-parties for cash, and we refer to this as network revenue. The third-parties aggregate our remnant inventory with other broadcasters’ remnant inventory for sale to third parties, generally to large national advertisers. This network revenue is recognized as we broadcast the advertisements. Talent fee revenue are fees earned for appearances by our talent, which is recognized when our performance obligations are fulfilled, which generally coincides with the occurrence of the related appearance. Other revenue is comprised of brand integrations, custom on-air shows, or other amounts earned that do not fit in any other category and are recognized when our performance obligations are fulfilled.

Disaggregation of revenue

The following table presents the Company’s revenues disaggregated by revenue source:


	Three Months Ended March 31,
		2024		% of Total		2023		% of Total
Revenue by Source:
Spot Radio Advertising		$	4,348	64.8	%	$	4,769	65.0	%
Digital		862		12.9	%	974		13.3	%
Syndication		598		8.9	%	605		8.2	%
Events and Sponsorships		121		1.8	%	156		2.1	%
Other		777		11.6	%	831		11.4	%
Total net revenues		$	6,706			$	7,335

5. LONG-TERM DEBT

Long-term debt was comprised of the note payable to Emmis of $6.5 million at March 31, 2024 and December 31, 2023 and was classified as current at March 31, 2024 and December 31, 2023 as the note matures within the next 12 months.

Emmis Convertible Promissory Note

The Emmis Convertible Promissory Note (as defined below) carries interest at a base rate equal to the interest on any senior credit facility, including any applicable paid in kind rate, or if no senior credit facility is outstanding, of 6.0%, plus an additional 1.0% on any payment of interest in kind and, without regard to whether the Company pays such interest in kind, an additional increase of 1.0% following the second anniversary of the date of issuance and additional increases of 1.0% following each successive anniversary thereafter. The Company has been accruing interest since inception using the rate applicable if the interest will be paid in kind. The Emmis Convertible Promissory Note is convertible, in whole or in part, into MediaCo Class A common stock at the option of Emmis and at a strike price equal to the thirty-day volume weighted average price of the MediaCo Class A common stock on the date of conversion. The Emmis Convertible Promissory Note matures on November 25, 2024. As of March 31, 2024, the principal balance outstanding under the Emmis Convertible Promissory Note was $6.5 million.

Based on amounts outstanding at March 31, 2024, mandatory principal payments of long-term debt are $6.5 million in 2024.

6. REGULATORY, LEGAL AND OTHER MATTERS

From time to time, our stations are parties to various legal proceedings arising in the ordinary course of business. In the opinion of management of the Company, however, there are no legal proceedings pending against the Company that we believe are likely to have a material adverse effect on the Company.

On September 15, 2023, the Company received a notification letter from the Nasdaq Listing Qualifications Department (the “Staff”) notifying the Company that, because the closing bid price for the Company's Class A common stock was below $1.00 for 30 consecutive business days, the Company no longer met the minimum bid price requirement for continued listing on The Nasdaq Capital Market under Nasdaq Marketplace Rule 5550(a)(2), requiring a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”).

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In accordance with Nasdaq Listing Rule 5810(c)(3)(A)(ii), the Company was given 180 calendar days, or until March 13, 2024, to regain compliance with the Minimum Bid Price Requirement. The Company did not achieve compliance during that period. On March 14, 2024, the Company received a notification letter from the Staff notifying the Company that that it had been granted an additional 180 days, or until September 9, 2024, to regain compliance with the Minimum Bid Price Requirement, based on meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on The Nasdaq Capital Market with the exception of the bid price requirement, and the Company’s written notice of its intention to cure the deficiency during the second compliance period.

On April 17, 2024, the Company received a notification letter from the Staff indicating that the Company has regained compliance with Nasdaq’s Minimum Bid Price Requirement and the matter is closed.

7. INCOME TAXES

The effective tax rate for the three months ended March 31, 2024 and 2023 was 2% and 4%, respectively. Our effective tax rate for the three months ended March 31, 2024 differs from the statutory tax rate primarily due to the recognition of additional valuation allowance.

ASC paragraph 740-10 clarified the accounting for uncertainty in income taxes by prescribing a recognition threshold and measurement attribute of the financial statement recognition and measurement of a tax position taken or expected to be taken within a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest benefit that reaches greater than 50% likelihood of being realized upon ultimate settlement. In 2023, we recorded approximately $390 thousand of gross tax liability for uncertain tax positions related to federal and state income tax returns filed. Additionally, we recognize accrued interest and penalties related to unrecognized tax benefits as components of our income tax provision. As of March 31, 2024, the amount of interest accrued was approximately $34 thousand, which did not include the federal tax benefit of interest deductions.

8. LEASES

We determine if an arrangement is a lease at inception. We have operating leases for office space and tower space expiring at various dates through October 2039. Some leases have options to extend and some have options to terminate. Operating leases are included in operating lease right-of-use assets, current operating lease liabilities, and noncurrent operating lease liabilities in our condensed consolidated balance sheets.

Operating lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate if it is readily determinable. Our lease terms may include options to extend or terminate the lease, which we treat as exercised when it is reasonably certain and there is a significant economic incentive to exercise that option.

Operating lease expense for operating lease assets is recognized on a straight-line basis over the lease term. Variable lease payments, which represent lease payments that vary due to changes in facts or circumstances occurring after the commencement date other than the passage of time, are expensed in the period in which the obligation for these payments was incurred. None of our leases contain variable lease payments.

We elected not to apply the recognition requirements of ASC 842, Leases, to short-term leases, which are deemed to be leases with a lease term of twelve months or less. Instead, we recognized lease payments in the condensed consolidated statements of operations on a straight-line basis over the lease term and variable payments in the period in which the obligation for these payments was incurred. We elected this policy for all classes of underlying assets. Short-term lease expense recognized in the three months ended March 31, 2024 and 2023 was not material.

On November 18, 2022, the Company entered into a lease agreement in New York City for our radio operations and corporate offices with a lease commencement date of February 1, 2023 and a noncancellable lease term through October 2039. This resulted in a right of use asset of $10.4 million and an operating lease liability of $10.4 million when recorded at lease commencement.

The impact of operating leases to our condensed consolidated financial statements was as follows:


	Three Months Ended March 31,
		2024		2023
Operating lease cost		$	634	$	952
Operating cash flows from operating leases		280		750
Right-of-use assets obtained in exchange for new operating lease liabilities		—		10,391

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	March 31, 2024		December 31, 2023
Weighted average remaining lease term - operating leases (in years)	13.8		14.0
Weighted average discount rate - operating leases	11.5	%	11.4	%

As of March 31, 2024, the annual minimum lease payments of our operating lease liabilities were as follows:


Year ending December 31,
2024 (from April 1)	$	1,382
2025	2,053
2026	2,453
2027	2,477
2028	2,500
After 2028	26,560
Total lease payments	37,425
Less imputed interest	(21,462)
Total recorded lease liabilities	$	15,963

9. RELATED PARTY TRANSACTIONS

Transaction Agreement with Emmis and SG Broadcasting

On June 28, 2019, MediaCo entered into a Contribution and Distribution Agreement with Emmis Communications Corporation (“Emmis”) and SG Broadcasting, pursuant to which (i) Emmis contributed the assets of its radio stations WQHT-FM and WBLS-FM, in exchange for $91.5 million in cash, a $5.0 million note and 23.72% of the common stock of MediaCo, (ii) Standard General purchased 76.28% of the common stock of MediaCo, and (iii) the common stock of MediaCo received by Emmis was distributed pro rata in a taxable dividend to Emmis’ shareholders on January 17, 2020. The common stock of MediaCo acquired by Standard General is entitled to ten votes per share and the common stock acquired by Emmis and distributed to Emmis’ shareholders is entitled to one vote per share.

Convertible Promissory Notes

As a result of the transaction described above, on November 25, 2019, we issued a convertible promissory notes to Emmis (such note, the “Emmis Convertible Promissory Note”) in the amount of $5.0 million. Through December 31, 2022, there were annual interest amounts paid in kind on the Emmis Convertible Promissory Note such that the principal balances outstanding as of December 31, 2022 was $6.0 million.

For the year ended December 31, 2023, interest of $0.5 million was paid-in-kind and added to the principal balance outstanding. Consequently, the principal amount outstanding as of December 31, 2023 and March 31, 2024 under the Emmis Convertible Promissory Note was $6.5 million.

The Company recognized interest expense of $0.2 million and $0.1 million related to the Emmis Convertible Promissory Note for the three months ended March 31, 2024 and 2023, respectively.

The terms of these Emmis Convertible Promissory Note is described in Note 5.

Convertible Preferred Stock

On December 13, 2019, in connection with the purchase of our Outdoor Advertising segment, the Company issued to SG Broadcasting 220,000 shares of MediaCo Series A Convertible Preferred Stock.

MediaCo Series A Preferred Shares rank senior in preference to the MediaCo Class A common stock, MediaCo Class B common stock, and the MediaCo Class C common stock. Pursuant to the Articles of Amendment, the ability of the Company to make distributions with respect to, or make a liquidation payment on, any other class of capital stock in the Company designated to be junior to, or on parity with, the MediaCo Series A Preferred Shares, will be subject to certain restrictions, including that (i) the MediaCo Series A Preferred Shares shall be entitled to receive the amount of dividends per share that would be payable on the number of whole common shares of the Company into which each share of MediaCo Series A Preferred Share could be converted, and (ii) the MediaCo Series A Preferred Shares, upon any liquidation, dissolution or winding up of the Company, shall be entitled to a preference on the assets of the Company. Issued and outstanding shares of MediaCo Series A Preferred Shares shall accrue cumulative dividends, payable in kind, at an annual rate equal to the interest rate on any senior debt of the Company (see Note 5), or if no senior debt is outstanding, 6%, plus additional increases of 1% on December 12, 2020 and each anniversary thereof. On December 13, 2022, dividends of $3.4 million were paid in kind. The payment in kind increased the accrued value of the preferred stock and 80,000 additional shares were issued as part of this payment.

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MediaCo Series A Preferred Shares are redeemable for cash at the option of SG Broadcasting at any time on or after June 12, 2025, and so the shares are classified outside of permanent equity. The Series A Preferred Shares are also convertible into shares of Class A common stock at the option of SG Broadcasting, with the number of shares of common stock determined by dividing the original contribution, plus accrued dividends, by the 30-day volume weighted average share price of Class A common shares. The Series A Preferred Shares are participating securities and we calculate earnings per share using the two-class method.

Dividends on Series A Convertible Preferred Stock held by SG Broadcasting were $0.7 million and $0.6 million, respectively, for the three months ended March 31, 2024 and 2023. As of March 31, 2024 and December 31, 2023, unpaid cumulative dividends were $0.9 million and $0.2 million, respectively, and included in the balance of preferred stock in the accompanying condensed consolidated balance sheets.

On April 16, 2024, SG Broadcasting exercised its right to entirely convert $29.6 million of the outstanding balance on the MediaCo Series A Preferred Shares for 20.7 million shares of the Company’s Class A common stock.

Consulting Agreements & Other Activity

In October 2023, we entered into agreements with five consultants that are currently employed by affiliates of Standard General. One of the agreements had a term that expired on February 1, 2024 and was billed at an hourly rate of $125 per hour. Three of the agreements have a term that expires on May 31, 2024 and are billed at rates of $6,000, $8,400, and $12,000 per month. One agreement may be terminated at any time by either party and is billed at $18,000 per month, plus expenses. For the three months ended March 31, 2024, $0.2 million of fees were incurred related to these agreements.

In March 2024, we made payments of $15,000 to the National Association of Investment Companies, of which a member of our board of directors is the President & CEO.

10. SUBSEQUENT EVENTS

On April 17, 2024, MediaCo, and its wholly-owned subsidiary MediaCo Operations LLC, a Delaware limited liability company (“Purchaser”), entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Estrella Broadcasting, Inc., a Delaware corporation (“Estrella”), and SLF LBI Aggregator, LLC, a Delaware limited liability company (“Aggregator”) and affiliate of HPS Investment Partners, LLC (“HPS”), pursuant to which Purchaser purchased substantially all of the assets of Estrella and its subsidiaries (other than certain broadcast assets owned by Estrella and its subsidiaries (the “Estrella Broadcast Assets”)) (the “Purchased Assets”), and assumed substantially all of the liabilities (the “Assumed Liabilities”) of Estrella and its subsidiaries. Estrella operates seven television stations located in California, Texas, New York, Colorado, Illinois, and Florida as well as 12 radio stations in California and Texas.

MediaCo provided the following consideration for the Purchased Assets:

i. A warrant (the “Warrant”) to purchase up to 28,206,152 shares of MediaCo’s Class A Common Stock, par value $0.01 per share (“Class A Common Stock”);

ii.60,000 shares of a newly designated series of MediaCo’s preferred stock designated as “Series B Preferred Stock” (the “Series B Preferred Stock”);

iii.A term loan in the principal amount of $30.0 million under the Second Lien Credit Agreement (as defined below) (the “Second Lien Term Loan”); and

iv.An aggregate cash payment in the amount of approximately $30.0 million to be used, in part, for the repayment of certain indebtedness of Estrella and payment of certain Estrella transaction expenses.

Other key terms and agreements related to this transaction are summarized below.

Option Agreement

On April 17, 2024, in connection with the Transactions contemplated by the Asset Purchase Agreement (the “Transactions”), MediaCo and Purchaser entered into an Option Agreement (the “Option Agreement”) with Estrella and certain subsidiaries of Estrella pursuant to which (i) Purchaser was granted the option to purchase 100% of the equity interests of certain subsidiaries of Estrella holding the Estrella Broadcast Assets (the “Option Subsidiaries Equity”) in exchange for 7,051,538 shares of Class A Common Stock, and (ii) Estrella was granted the right to put the Option Subsidiaries Equity to Purchaser for the same consideration beginning six months after the date of the closing of the Transactions (the “Closing Date”). The Option Agreement is subject to FCC approval.

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First Lien Term Loan

In order to finance the Transactions, MediaCo and its direct and indirect subsidiaries entered into a maximum $45.0 million first lien term loan credit facility, dated April 17, 2024 (the “First Lien Credit Agreement”), with White Hawk Capital Partners, LP, as term agent thereunder, and the lenders party thereto. Under the terms of the First Lien Credit Agreement, MediaCo received an initial term loan of $35.0 million on April 17, 2024 (the “Initial Loan”) and was provided with a subsequent delayed draw facility of up to $10.0 million that may be provided for additional working capital purposes under certain conditions (the “Delayed Draw” and the loans thereunder, the “Delayed Draw Term Loans”). The Initial Loan and Delayed Draw Term Loans are collectively referred to as the “First Lien Term Loans.” The proceeds of the Initial Loan were used to finance the Transactions, pay off certain existing indebtedness in connection therewith and pay related fees and transaction costs. The Initial Loan will mature on April 17, 2029, and each Delayed Draw Term Loan will mature on the date that is two years after the drawing of such Delayed Draw Term Loan. First Lien Term Loans will be subject to monthly amortization payments equal to 0.8333% of the initial principal amount of the First Lien Term Loans, and monthly interest payments at a rate of SOFR + 6.00%. The Delayed Draw Term Loans have an unused lien fee of 1% and a delayed draw term loan upfront fee of 3%. As of May 9, 2024, $5 million remains to be drawn on the Delayed Draw Term Loans. The First Lien Term Loans are subject to a borrowing base in accordance with the terms of the First Lien Credit Agreement.

Second Lien Term Loan

In addition, MediaCo and its direct and indirect subsidiaries entered into a $30.0 million second lien term loan credit facility, dated April 17, 2024 (the “Second Lien Credit Agreement”), with HPS as term agent, and the lenders party thereto. Under the terms of the Second Lien Credit Agreement, MediaCo was deemed to receive the Second Lien Term Loan of $30.0 million on April 17, 2024 in exchange for the Transactions. The Second Lien Term Loan will mature on April 17, 2029 and will be subject to monthly interest payments at a rate of SOFR + 6.00%. The Second Lien Term Loans are subject to a borrowing base in accordance with the terms of the Second Lien Credit Agreement. MediaCo is currently paying the variable SOFR interest in cash while the fixed rate portion is paid in-kind.

Network Affiliation and Supply Agreements

On April 17, 2024, in connection with the Transactions, Purchaser entered into a Network Program Supply Agreement (the “Network Program Supply Agreement”) with certain subsidiaries of Estrella that operate radio broadcast stations (the “Radio Stations”). Pursuant to the Network Program Supply Agreement, Purchaser has agreed to license certain programs and other material to the Radio Stations for distribution on the Radio Stations’ broadcast channels.

On April 17, 2024, in connection with the Transactions, Purchaser entered into a Network Affiliation Agreement (the “Network Affiliation Agreement”) with certain subsidiaries of Estrella that operate television broadcast stations (the “TV Stations”). Pursuant to the Network Affiliation Agreement, Purchaser has agreed to license certain programs and other material to the TV Stations for distribution on the TV Stations’ broadcast channels.

There were no other subsequent events other than the conversion of MediaCo Series A Preferred Shares for shares of the Company’s Class A common stock discussed in Note 9.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Note: Certain statements included in this report or in the financial statements contained herein which are not statements of historical fact, including but not limited to those identified with the words “expect,” “should,” “will” or “look” are intended to be, and are, by this Note, identified as “forward-looking statements,” as defined in the Securities Exchange Act of 1934, as amended. Such statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future result, performance or achievement expressed or implied by such forward-looking statement. Such factors include, among others:

•Potential conflicts of interest with SG Broadcasting and our status as a “controlled company”;

•Our ability to operate as a standalone public company and to execute on our business strategy;

•Our ability to compete with, and integrate into our operations, new media channels, such as digital video, live video streaming, YouTube, and other real-time media delivery;

•Our ability to continue to exchange advertising time for goods or services;

•Our ability to use market research, advertising and promotions to attract and retain audiences;

•U.S. regulatory requirements for owning and operating media broadcasting channels and our ability to maintain regulatory licenses granted by the FCC;

•Pending U.S. regulatory requirements for paying royalties to performing artists;

•Industry and economic trends within the U.S. radio industry, generally, and the New York City radio industry, in particular;

•Our ability to finance our operations or to obtain financing on terms that are favorable to MediaCo;

•Our ability to successfully complete and integrate acquisitions, including the recent transactions with Estrella Broadcasting, Inc. and any future acquisitions;

•The accuracy of management’s estimates and assumptions on which the Company’s financial projections are based; and

•Other factors mentioned in documents filed by the Company with the Securities and Exchange Commission.

For a more detailed discussion of these and other risk factors, see the Risk Factors section of our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on April 1, 2024. MediaCo does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.

GENERAL

We own and operate two radio stations located in New York City, as well as the assets acquired in April 2024 in our transactions, with Estrella Broadcasting, Inc. These assets include Estrella Media’s network, content, digital, and commercial operations. Among the Estrella Media brands joining MediaCo are the EstrellaTV network and its influential linear and digital video content business, and Estrella Media’s expansive digital channels, including its four FAST channels – EstrellaTV, Estrella News, Cine EstrellaTV, and Estrella Games – and the EstrellaTV app. Our revenues are mostly affected by the advertising rates our entities charge, as advertising sales are the primary component of our consolidated revenues. These rates are in large part based on our stations’ ability to attract audiences in demographic groups targeted by their advertisers. The Nielsen Company generally measures station ratings weekly for markets measured by the Portable People Meter™. Because audience ratings in a station’s local market are critical to the station’s financial success, our strategy is to use market research, advertising and promotion to attract and retain audiences in each station’s chosen demographic target group.

Our revenues vary throughout the year. Revenue and operating income are usually lowest in the first calendar quarter, partly because retailers cut back their advertising spending immediately following the holiday shopping season.

In addition to the sale of advertising time for cash, stations typically exchange advertising time for goods or services, which can be used by the station in its business operations. These barter transactions are recorded at the estimated fair value of the product or service received. We generally confine the use of such trade transactions to promotional items or services for which we would otherwise have paid cash. In addition, it is our general policy not to preempt advertising spots paid for in cash with advertising spots paid for in trade.

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The following table summarizes the sources of our revenues from continuing operations for the three months ended March 31, 2024 and 2023. The category “Other” includes, among other items, revenues related to network revenues and barter.


(dollars in thousands)	Three Months Ended March 31,
		2024		% of Total		2023		% of Total
Net revenues:
Spot Radio Advertising		$	4,348	64.8	%	$	4,769	65.0	%
Digital		862		12.9	%	974		13.3	%
Syndication		598		8.9	%	605		8.2	%
Events and Sponsorships		121		1.8	%	156		2.1	%
Other		777		11.6	%	831		11.4	%
Total net revenues		$	6,706			$	7,335

Roughly 20% of our expenses varies in connection with changes in revenue. These variable expenses primarily relate to costs in our sales department, such as salaries, commissions and bad debt. Our costs that do not vary as much in relation to revenue are mostly in our programming and general and administrative departments, such as talent costs, ratings fees, rents, utilities and salaries. Lastly, our costs that are highly discretionary are costs in our marketing and promotions department, which we primarily incur to maintain and/or increase our audience and market share.

KNOWN TRENDS AND UNCERTAINTIES

The U.S. radio industry is a mature industry and its growth rate has stalled. Management believes this is principally the result of two factors: (i) new media, such as various media distributed via the Internet, telecommunication companies and cable interconnects, as well as social networks, have gained advertising share against radio and other traditional media and created a proliferation of advertising inventory and (ii) the fragmentation of the radio audience and time spent listening caused by satellite radio, audio streaming services and podcasts has led some investors and advertisers to conclude that the effectiveness of radio advertising has diminished.

Along with the rest of the radio industry, our stations have deployed HD Radio®. HD Radio offers listeners advantages over standard analog broadcasts, including improved sound quality and additional digital channels. In addition to offering secondary channels, the HD Radio spectrum allows broadcasters to transmit other forms of data. We are participating in a joint venture with other broadcasters to provide the bandwidth that a third party uses to transmit location-based data to hand-held and in-car navigation devices. The number of radio receivers incorporating HD Radio has increased in the past few years, particularly in new automobiles. It is unclear what impact HD Radio will have on the markets in which we operate.

Our stations have also aggressively worked to harness the power of broadband and mobile media distribution in the development of emerging business opportunities by developing highly interactive websites with content that engages our listeners, deploying mobile applications and streaming our content, and harnessing the power of digital video on our websites and YouTube channels.

The results of our broadcast radio operations are solely dependent on the results of our stations in the New York market. Some of our competitors that operate larger station clusters in the New York market are able to leverage their market share to extract a greater percentage of available advertising revenue through packaging a variety of advertising inventory at discounted unit rates. Market revenues in New York as measured by Miller Kaplan Arase LLP (“Miller Kaplan”), an independent public accounting firm used by the radio industry to compile revenue information, were up 4.5% for the three months ended March 31, 2024, as compared to the same period of the prior year. Our gross revenues reported to Miller Kaplan were down 6.6%, as compared to the same period of the prior year. The decreases for our New York Cluster were largely driven by lower spend in the media and financial sectors.

MediaCo relies on events to help bolster revenue and operating performance. One of the key events is Summer Jam that occurs in June of each year. Summer Jam is highly reliant on tickets sales and sponsorships to drive revenue. Tickets sales are dependent on the performers and the venue chosen, which also impacts sponsorship revenue. MediaCo is currently estimating risk around the year’s Summer Jam revenue with a potential revenue decline from 2023 in the range of $3.0 million to $3.6 million. While this is offset by lower estimated operating costs, we are currently estimating operating profit could decline from 2023 in the range of $1.5 million to $2.1 million.

As part of our business strategy, we continually evaluate potential acquisitions of businesses that we believe hold promise for long-term appreciation in value and leverage our strengths. We also regularly review our portfolio of assets and may opportunistically dispose of or otherwise monetize assets when we believe it is appropriate to do so.

MediaCo has been impacted by the rising interest rate environment in the financial markets. While no longer impacting our current borrowings, which are fixed rate, the cost of any potential future borrowings has been increasing. At this time, we do not anticipate interest rates to decline.

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CRITICAL ACCOUNTING ESTIMATES

We have considered information available to us as of the date of issuance of these financial statements and are not aware of any specific events or circumstances that would require an update to our estimates or judgments, or a revision to the carrying value of our assets or liabilities. Our estimates may change as new events occur and additional information becomes available. Our actual results may differ materially from these estimates.

A complete description of our critical accounting estimates is contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission on April 1, 2024.

RESULTS OF OPERATIONS

Three-Month Periods Ended March 31, 2024 compared to March 31, 2023

The following discussion refers to the Company’s continuing operations. See Note 2 — Discontinued Operations in our condensed consolidated financial statements included elsewhere in this report for additional information.

Net revenues:


	Three Months Ended March 31, 2024
(dollars in thousands)		2024		2023		$ Change		% Change
Net revenues		$	6,706	$	7,335	$	(629)	(8.6)	%

Net revenues decreased for the three months ended March 31, 2024 as lower spend in the media and financial sectors was offset by stronger telecommunications and healthcare spend.

We typically monitor the performance of our stations against the aggregate performance of the market in which we operate based on reports for the period prepared by Miller Kaplan. Miller Kaplan reports are generally prepared on a gross revenues basis and exclude revenues from barter and syndication arrangements. Miller Kaplan reported gross revenues for the New York radio market increased 4.5% for the three-month period ended March 31, 2024, as compared to the same period of the prior year. Our gross revenues reported to Miller Kaplan were down 6.6% for the three-month period ended March 31, 2024, as compared to the same period of the prior year.

Operating expenses excluding depreciation and amortization expense:


(dollars in thousands)	Three Months Ended March 31, 2024
		2024		2023		$ Change		% Change
Operating expenses excluding depreciation and amortization expense		$	6,650	$	7,237	$	(587)	(8.1)	%

Operating expenses excluding depreciation and amortization expense decreased for the three months ended March 31, 2024 compared to the same period in the prior year due to lower salary costs, lease expense, music license fees, and professional service fees.

Corporate expenses:


(dollars in thousands)	Three Months Ended March 31, 2024
		2024		2023		$ Change		% Change
Corporate expenses		$	3,390	$	1,884	$	1,506	79.9	%

Corporate expenses increased for the three months ended March 31, 2024 due to higher professional service fees driven by the Estrella transaction, partially offset by lower salary and stock based compensation expenses.

Depreciation and amortization:


(dollars in thousands)	Three Months Ended March 31, 2024
		2024		2023		$ Change		% Change
Depreciation and amortization		$	133	$	159	$	(26)	(16.4)	%

Depreciation and amortization expense decreased for the three months ended March 31, 2024 due to certain assets becoming fully depreciated in the prior year.

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Gain on disposal of assets:


(dollars in thousands)	Three Months Ended March 31, 2024
		2024		2023		$ Change		% Change
Gain on disposal of assets		$	—	$	(39)	$	39	—	%

The gain on disposal of assets for the three months ended March 31, 2023 related to the sale of vehicles in the first quarter of 2023. There were no such disposals in the current year.

Operating loss:


(dollars in thousands)	Three Months Ended March 31, 2024
		2024		2023		$ Change		% Change
Operating loss		$	(3,467)	$	(1,906)	$	(1,561)	81.9	%

See “Net revenues,” “Operating expenses excluding depreciation and amortization,” "Depreciation and amortization," "Gain on disposal of assets," and “Corporate expenses” above.

Interest expense, net:


(dollars in thousands)	Three Months Ended March 31, 2024
		2024		2023		$ Change		% Change
Interest expense, net		$	(136)	$	(103)	$	(33)	32.0	%

Interest expense, net increased for the three months ended March 31, 2024 due to accrued interest on the Emmis convertible promissory note being paid in kind in the fourth quarter of 2023, which increased the principal balance outstanding.

Provision for income taxes:


(dollars in thousands)	Three Months Ended March 31, 2024
		2024		2023		$ Change		% Change
Provision for income taxes		$	84	$	75	$	9	12.0	%

Our provision for income taxes tax is primarily due to changes in deferred tax liabilities.

Consolidated net loss:


(dollars in thousands)	Three Months Ended March 31, 2024
		2024		2023		$ Change		% Change
Consolidated net loss		$	(3,677)	$	(2,107)	$	(1,570)	74.5	%

See “Net revenues,” “Operating expenses excluding depreciation and amortization,” "Depreciation and amortization," "Gain on disposal of assets," “Corporate expenses,” and “Interest expense” above.

LIQUIDITY AND CAPITAL RESOURCES

Our primary sources of liquidity are cash provided by operations and our At Market Issuance Sales Agreement. Our primary uses of capital have been, and are expected to continue to be, capital expenditures, working capital and acquisitions.

At March 31, 2024, we had cash, cash equivalents and restricted cash of $7.2 million and negative working capital of $(1.4) million. At December 31, 2023, we had cash, cash equivalents and restricted cash of $7.1 million and net working capital of $2.2 million. The decrease in net working capital was driven by accrued expenses related to the Estrella transaction.

At March 31, 2024, we had $6.5 million of promissory notes outstanding to Emmis under the Emmis Convertible Promissory Note, all of which was classified as current and has debt service requirements of $7.3 million over the next twelve months.

As part of our business strategy, we continually evaluate potential acquisitions of businesses that we believe hold promise for long-term appreciation in value and leverage our strengths.

Cash flows provided by continuing operating activities were $0.4 million compared to cash flows provided by $0.8 million for the three months ended March 31, 2024 and 2023, respectively. The decrease was mainly attributable to changes in working capital.

-20-

Table of Contents

Cash flows used in continuing investing activities were $0.2 million for the three months ended March 31, 2024, attributable to capital expenditures related to a new digital platform project and our build out of our new space for radio operations and corporate offices. Cash flows used in continuing investing activities were $0.5 million for the three months ended March 31, 2023, attributable to purchases of internally-created software.

Cash flows used in continuing financing activities were $0.1 million for the three months ended March 31, 2024, attributable to repurchases of our Class A common stock and settlement of tax withholding obligations. Cash flows used in continuing financing activities were $0.7 million for the three months ended March 31, 2023, attributable to repurchases of our Class A common stock and settlement of tax withholding obligations.

In the 2023 Form 10-K filed on April 1, 2024, the Company stated that it had substantial doubt about its ability to continue as a going concern within one year after the date the financial statements were issued. As a result of the consummation of the transactions contemplated by the asset purchase agreement and related debt and equity issuances discussed in Note 10 to these condensed consolidated financial statements, the conditions described in the 2023 Form 10-K that raised substantial doubt about whether the Company would continue as a going concern no longer exist.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As an emerging growth company, we are not required to provide this information.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, the Company evaluated the effectiveness of the design and operation of its “disclosure controls and procedures” (“Disclosure Controls”). This evaluation (the “Controls Evaluation”) was performed under the supervision and with the participation of management, including our Interim Chief Executive Officer (“Interim CEO”) and Chief Financial Officer (“CFO”).

Based upon the Controls Evaluation, our Interim CEO and CFO concluded that as of March 31, 2024, our Disclosure Controls are effective to ensure that information relating to MediaCo Holding Inc. and Subsidiaries that is required to be disclosed by us in the reports that we file or submit is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms, and is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting.

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f)) that occurred during the quarter ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In the opinion of management of the Company there are no legal proceedings pending against the Company that we believe are likely to have a material adverse effect on the Company.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES

The following table provides information relating to the shares we purchased during the quarter ended March 31, 2024:


Period	Total Number of Shares Purchased	Weighted Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program
January 1, 2024 – January 31, 2024	11,304	$	0.60	11,304	$	1,000,029
February 1, 2024 – February 29, 2024	—	$	—	—	$	1,000,029
March 1, 2024 – March 31, 2024	—	$	—	—	$	1,000,029
Total	11,304	$	0.60	11,304

-21-

Table of Contents

ITEM 5. OTHER INFORMATION

None of the Company's directors and officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company's fiscal quarter ended March 31, 2024.

ITEM 6. EXHIBITS

(a)Exhibits.

The following exhibits are filed or incorporated by reference as a part of this report:

Exhibit
Number

Exhibit Description

Filed Herewith

Incorporated by Reference

Form

Period Ending

Exhibit

Filing Date

31.1

Certification of Principal Executive Officer of MediaCo Holding Inc. pursuant to Rule 13a-14(a) under the Exchange Act

31.2

Certification of Principal Financial Officer of MediaCo Holding Inc. pursuant to Rule 13a-14(a) under the Exchange Act

32.1

Certification of Principal Executive Officer of MediaCo Holding Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

Certification of Principal Financial Officer of MediaCo Holding Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

Inline XBRL Instance Document

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

-22-

Table of Contents

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.


	MEDIACO HOLDING INC.

Date: May 15, 2024	By:	/s/ Ann C. Beemish
		Ann C. Beemish
		Executive Vice President, Chief Financial Officer and
		Treasurer

-23-

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Jacqueline Hernández certify that:

1.I have reviewed this quarterly report on Form 10-Q of MediaCo Holding Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: May 15, 2024
			/s/ Jacqueline Hernández
			Jacqueline Hernández
			Interim Chief Executive Officer (Principal Executive Officer)

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Ann C. Beemish, certify that:

1.I have reviewed this quarterly report on Form 10-Q of MediaCo Holding Inc.;

4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: May 15, 2024
			/s/ Ann C. Beemish
			Ann C. Beemish
			Executive Vice President, Chief Financial Officer and
			Treasurer

Exhibit 32.1

SECTION 1350 CERTIFICATION

The undersigned hereby certifies, in accordance with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in his capacity as an officer of MediaCo Holding Inc. (the “Company”), that, to his knowledge:

(1)the Quarterly Report of the Company on Form 10-Q for the period ended March 31, 2024, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: May 15, 2024
			/s/ Jacqueline Hernández
			Jacqueline Hernández
			Interim Chief Executive Officer (Principal Executive Officer)

Exhibit 32.2

SECTION 1350 CERTIFICATION

(1)the Quarterly Report of the Company on Form 10-Q for the period ended March 31, 2024, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: May 15, 2024
			/s/ Ann C. Beemish
			Ann C. Beemish
			Executive Vice President, Chief Financial Officer and
			Treasurer

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2024	May 08, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	001-39029
Entity Registrant Name	MEDIACO HOLDING INC.
Entity Incorporation, State or Country Code	IN
Entity Tax Identification Number	84-2427771
Entity Address, Address Line One	48 West 25th Street
Entity Address, Address Line Two	Third Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10010
City Area Code	212
Local Phone Number	229-9797
Title of 12(b) Security	Class A common stock, $0.01 par value
Trading Symbol	MDIA
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Central Index Key	0001784254
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Amendment Flag	false
Class A Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		41,291,540
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,413,197
Class C Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		0

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
NET REVENUES	$ 6,706	$ 7,335
OPERATING EXPENSES:
Operating expenses excluding depreciation and amortization expense	6,650	7,237
Corporate expenses	3,390	1,884
Depreciation and amortization	133	159
Gain on disposal of assets	0	(39)
Total operating expenses	10,173	9,241
OPERATING LOSS	(3,467)	(1,906)
OTHER INCOME (EXPENSE):
Interest expense, net	(136)	(103)
Other (expense) income	10	129
Total other (expense) income	(126)	26
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	(3,593)	(1,880)
PROVISION FOR INCOME TAXES	84	75
NET LOSS FROM CONTINUING OPERATIONS	(3,677)	(1,955)
DISCONTINUED OPERATIONS:
Loss from discontinued operations before income taxes	0	(152)
Income tax benefit from discontinued operations	0	0
NET LOSS FROM DISCONTINUED OPERATIONS	0	(152)
CONSOLIDATED NET LOSS	(3,677)	(2,107)
PREFERRED STOCK DIVIDENDS	723	590
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS, BASIC	(4,400)	(2,697)
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS, DILUTED	$ (4,400)	$ (2,697)
Net loss per share attributable to common shareholders - basic and diluted:
Continuing operations - basic (in dollars per share)	$ (0.18)	$ (0.10)
Continuing operations - diluted (in dollars per share)	(0.18)	(0.10)
Discontinued operations - basic (in dollars per share)	0	(0.01)
Discontinued operations - diluted (in dollars per share)	0	(0.01)
Net loss per share attributable to common shares, basic (in dollars per share)	(0.18)	(0.11)
Net loss per share attributable to common shareholders, diluted (in dollars per share)	$ (0.18)	$ (0.11)
Weighted average common shares outstanding:
Basic weighted average number of common shares outstanding (in shares)	25,080	24,718
Diluted weighted average number of common shares outstanding (in shares)	25,080	24,718

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
CURRENT ASSETS:
Cash and cash equivalents	$ 3,960	$ 3,817
Restricted cash	1,354	1,337
Accounts receivable, net of allowance for credit losses of $378 and $353, respectively	6,684	6,675
Prepaid expenses	2,240	891
Other current assets	874	1,188
Total current assets	15,112	13,908
PROPERTY AND EQUIPMENT, NET	1,473	1,380
INTANGIBLE ASSETS, NET	64,663	64,593
OTHER ASSETS:
Operating lease right of use assets	13,529	13,614
Deposits and other	2,177	1,996
Total other assets	15,706	15,610
Total assets	96,954	95,491
CURRENT LIABILITIES:
Accounts payable and accrued expenses	6,662	2,625
Current maturities of long-term debt	6,458	6,458
Accrued salaries and commissions	688	539
Deferred revenue	828	557
Operating lease liabilities	1,634	1,444
Income taxes payable	0	65
Other current liabilities	225	29
Total current liabilities	16,495	11,717
LONG TERM DEBT, NET OF CURRENT	0	0
OPERATING LEASE LIABILITIES, NET OF CURRENT	14,329	14,333
DEFERRED INCOME TAXES	2,850	2,775
OTHER NONCURRENT LIABILITIES	513	502
Total liabilities	34,187	29,327
COMMITMENTS AND CONTINGENCIES
SERIES A CUMULATIVE CONVERTIBLE PARTICIPATING PREFERRED STOCK, $0.01 PAR VALUE, 10,000,000 SHARES AUTHORIZED; 286,031 SHARES ISSUED AND OUTSTANDING	29,477	28,754
EQUITY:
Additional paid-in capital	60,578	60,294
Accumulated deficit	(27,548)	(23,148)
Total equity	33,290	37,410
Total liabilities and equity	96,954	95,491
Class A Common Stock
EQUITY:
Common stock	206	210
Class B Common Stock
EQUITY:
Common stock	54	54
Class C Common Stock
EQUITY:
Common stock	$ 0	$ 0

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Allowance for doubtful accounts	$ 378	$ 353
Convertible participating preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Convertible participating preferred stock, authorized (in shares)	10,000,000	10,000,000
Convertible participating preferred stock, issued (in shares)	286,031	286,031
Convertible participating preferred stock, outstanding (in shares)	286,031	286,031
Class A Common Stock
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	170,000,000	170,000,000
Common stock, shares issued (in shares)	20,578,568	20,741,865
Common stock, shares outstanding (in shares)	20,578,568	20,741,865
Class B Common Stock
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	50,000,000	50,000,000
Common stock, shares issued (in shares)	5,413,197	5,413,197
Common stock, shares outstanding (in shares)	5,413,197	5,413,197
Class C Common Stock
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	30,000,000	30,000,000
Common stock, shares issued (in shares)	0	0
Common stock, shares outstanding (in shares)	0	0

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands	Total	Class A Common Stock	Class B Common Stock	Common Stock Class A Common Stock	Common Stock Class B Common Stock	APIC	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2022				20,443,138	5,413,197
Beginning balance at Dec. 31, 2022	$ 46,976			$ 207	$ 54	$ 59,817	$ (13,102)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(2,107)						(2,107)
Issuance of class A to employees, officers and directors, net (in shares)				564,548
Issuance of class A to employees, officers and directors, net	369			$ 6		363
Repurchase of class A common shares (in shares)				(395,813)
Repurchase of class A common shares	(571)			$ (6)		(565)
Preferred stock dividends	(590)						(590)
Ending balance (in shares) at Mar. 31, 2023				20,611,873	5,413,197
Ending balance at Mar. 31, 2023	44,077			$ 207	$ 54	59,615	(15,799)
Beginning balance (in shares) at Dec. 31, 2023		20,741,865	5,413,197	20,741,865	5,413,197
Beginning balance at Dec. 31, 2023	37,410			$ 210	$ 54	60,294	(23,148)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(3,677)						(3,677)
Issuance of class A to employees, officers and directors, net (in shares)				(151,993)
Issuance of class A to employees, officers and directors, net	287			$ (4)		291
Repurchase of class A common shares (in shares)		(11,304)		(11,304)
Repurchase of class A common shares	(7)					(7)
Preferred stock dividends	(723)						(723)
Ending balance (in shares) at Mar. 31, 2024		20,578,568	5,413,197	20,578,568	5,413,197
Ending balance at Mar. 31, 2024	$ 33,290			$ 206	$ 54	$ 60,578	$ (27,548)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated net loss	$ (3,677)	$ (2,107)
Less: Loss from discontinued operations, net of tax	0	152
Adjustments to reconcile net loss to net cash provided by operating activities -
Depreciation and amortization	133	159
Noncash lease expense	85	651
Allowance for credit losses	25	(20)
Provision for deferred income taxes	75	75
Noncash compensation	364	634
Other noncash items	2	82
Changes in assets and liabilities
Accounts receivable	(34)	1,402
Prepaid expenses and other current assets	(1,035)	(432)
Other assets	(331)	0
Accounts payable and accrued liabilities	4,210	104
Deferred revenue	271	383
Operating lease liabilities	186	(398)
Income taxes	(29)	0
Other liabilities	167	133
Net cash provided by continuing operating activities	412	818
Net cash provided by discontinued operating activities	0	160
Net cash provided by operating activities	412	978
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(26)	(237)
Purchases of internally-created software	(146)	(312)
Net cash used in continuing investing activities	(172)	(549)
Net cash used in discontinued investing activities	0	0
Net cash used in investing activities	(172)	(549)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repurchases of class A common stock	(7)	(571)
Settlement of tax withholding obligations	(73)	(109)
Net cash used in continuing financing activities	(80)	(680)
Net cash used in discontinued financing activities	0	(38)
Net cash used in financing activities	(80)	(718)
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	160	(289)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH:
Beginning of period	7,071	15,301
End of period	7,231	15,012
Less: Cash, cash equivalents and restricted cash of discontinued operations	0	0
Cash, cash equivalents and restricted cash of continuing operations at end of period	$ 7,231	$ 15,012

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Unless the context otherwise requires, references to “we”, “us” and “our” refer to MediaCo and its subsidiaries.

Basis of Presentation and Consolidation

Going Concern

Cash, Cash Equivalents and Restricted Cash

Fair Value Measurements

The Company’s long-term debt is not actively traded and is considered a Level 3 measurement. The Company believes the current carrying value of its long-term debt approximates its fair value.

Allowance for Credit Losses


	Three Months Ended March 31,
		2024		2023
Beginning Balance		$	353	$	122
Change in Provision		25		(20)
Write Offs		—		—
Ending Balance		$	378	$	102

Estimates

Earnings Per Share


	Three Months Ended March 31,
		2024		2023
Numerator:
Loss from continuing operations		$	(3,677)	$	(1,955)
Less: Preferred stock dividends		(723)		(590)

Loss from continuing operations available to common shareholders		(4,400)		(2,545)
Loss from discontinued operations, net of income taxes		—		(152)
Net loss attributable to common shareholders		$	(4,400)	$	(2,697)

Denominator:
Weighted-average shares of common stock outstanding — basic and diluted		25,080		24,718







Earnings per share of common stock attributable to common shareholders:
Net loss per share attributable to common shareholders - basic and diluted:
Continuing operations		$	(0.18)	$	(0.10)
Discontinued operations		—		(0.01)
Net loss per share attributable to common shareholders - basic and diluted:		$	(0.18)	$	(0.11)

For the three month period ended March 31, 2024, we repurchased under a share repurchase plan 11,304 shares of Class A common stock for an immaterial amount.

The following convertible equity shares and restricted stock awards were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive.


	Three Months Ended March 31,
(in thousands)		2024	2023
Convertible Emmis promissory note		9,423	4,742

Series A convertible preferred stock		41,546	20,926
Restricted stock awards		146	194
Total anti-dilutive shares		51,115	25,862

Recent Accounting Pronouncements Not Yet Implemented

DISCONTINUED OPERATIONS

3 Months Ended

Mar. 31, 2024

Discontinued Operations and Disposal Groups [Abstract]

DISCONTINUED OPERATIONS

2. DISCONTINUED OPERATIONS


	Three Months Ended March 31,
		2024		2023
Net revenues		$	—	$	—
OPERATING EXPENSES
Operating expenses excluding depreciation and amortization expense		—		152


Total operating expenses		—		152
(Loss) income from operations of discontinued operations		—		(152)
Interest and other, net		—		—


Loss from discontinued operations, before income taxes		—		(152)
Income tax benefit (expense)		—		—
Loss from discontinued operations, net of income taxes		$	—	$	(152)

INTANGIBLE ASSETS

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS

3. INTANGIBLE ASSETS

As of March 31, 2024 and December 31, 2023, intangible assets consisted of the following:


	March 31, 2024		December 31, 2023
Indefinite-lived intangible assets
FCC licenses	$	63,266	$	63,266


Definite-lived intangible assets

Software	1,397		1,327
Total	$	64,663	$	64,593

Valuation of Indefinite-lived Broadcasting Licenses

Definite-lived intangibles


		March 31, 2024						December 31, 2023
	Weighted Average Remaining Useful Life (in years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount

Software	4.1	$	1,733	$	336	$	1,397	$	1,583	$	256	$	1,327


Year ending December 31,	Amortization Expense
2024 (from April 1)	$	260
2025	347
2026	347
2027	304
2028	133
After 2028	6
Total	$	1,397

REVENUE

3 Months Ended

Mar. 31, 2024

Revenue from Contract with Customer [Abstract]

REVENUE

4. REVENUE

Spot Radio Advertising

Digital

Syndication

Events and Sponsorships

Other

Disaggregation of revenue

The following table presents the Company’s revenues disaggregated by revenue source:


	Three Months Ended March 31,
		2024		% of Total		2023		% of Total
Revenue by Source:
Spot Radio Advertising		$	4,348	64.8	%	$	4,769	65.0	%
Digital		862		12.9	%	974		13.3	%
Syndication		598		8.9	%	605		8.2	%
Events and Sponsorships		121		1.8	%	156		2.1	%
Other		777		11.6	%	831		11.4	%
Total net revenues		$	6,706			$	7,335

LONG-TERM DEBT	3 Months Ended
LONG-TERM DEBT	Mar. 31, 2024
Debt Disclosure [Abstract]
LONG-TERM DEBT	5. LONG-TERM DEBT Long-term debt was comprised of the note payable to Emmis of $6.5 million at March 31, 2024 and December 31, 2023 and was classified as current at March 31, 2024 and December 31, 2023 as the note matures within the next 12 months. Emmis Convertible Promissory Note The Emmis Convertible Promissory Note (as defined below) carries interest at a base rate equal to the interest on any senior credit facility, including any applicable paid in kind rate, or if no senior credit facility is outstanding, of 6.0%, plus an additional 1.0% on any payment of interest in kind and, without regard to whether the Company pays such interest in kind, an additional increase of 1.0% following the second anniversary of the date of issuance and additional increases of 1.0% following each successive anniversary thereafter. The Company has been accruing interest since inception using the rate applicable if the interest will be paid in kind. The Emmis Convertible Promissory Note is convertible, in whole or in part, into MediaCo Class A common stock at the option of Emmis and at a strike price equal to the thirty-day volume weighted average price of the MediaCo Class A common stock on the date of conversion. The Emmis Convertible Promissory Note matures on November 25, 2024. As of March 31, 2024, the principal balance outstanding under the Emmis Convertible Promissory Note was $6.5 million. Based on amounts outstanding at March 31, 2024, mandatory principal payments of long-term debt are $6.5 million in 2024.

REGULATORY, LEGAL AND OTHER MATTERS	3 Months Ended
REGULATORY, LEGAL AND OTHER MATTERS	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
REGULATORY, LEGAL AND OTHER MATTERS	6. REGULATORY, LEGAL AND OTHER MATTERS From time to time, our stations are parties to various legal proceedings arising in the ordinary course of business. In the opinion of management of the Company, however, there are no legal proceedings pending against the Company that we believe are likely to have a material adverse effect on the Company. On September 15, 2023, the Company received a notification letter from the Nasdaq Listing Qualifications Department (the “Staff”) notifying the Company that, because the closing bid price for the Company's Class A common stock was below $1.00 for 30 consecutive business days, the Company no longer met the minimum bid price requirement for continued listing on The Nasdaq Capital Market under Nasdaq Marketplace Rule 5550(a)(2), requiring a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A)(ii), the Company was given 180 calendar days, or until March 13, 2024, to regain compliance with the Minimum Bid Price Requirement. The Company did not achieve compliance during that period. On March 14, 2024, the Company received a notification letter from the Staff notifying the Company that that it had been granted an additional 180 days, or until September 9, 2024, to regain compliance with the Minimum Bid Price Requirement, based on meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on The Nasdaq Capital Market with the exception of the bid price requirement, and the Company’s written notice of its intention to cure the deficiency during the second compliance period. On April 17, 2024, the Company received a notification letter from the Staff indicating that the Company has regained compliance with Nasdaq’s Minimum Bid Price Requirement and the matter is closed.

INCOME TAXES	3 Months Ended
INCOME TAXES	Mar. 31, 2024
Income Tax Disclosure [Abstract]
INCOME TAXES	7. INCOME TAXES The effective tax rate for the three months ended March 31, 2024 and 2023 was 2% and 4%, respectively. Our effective tax rate for the three months ended March 31, 2024 differs from the statutory tax rate primarily due to the recognition of additional valuation allowance. ASC paragraph 740-10 clarified the accounting for uncertainty in income taxes by prescribing a recognition threshold and measurement attribute of the financial statement recognition and measurement of a tax position taken or expected to be taken within a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest benefit that reaches greater than 50% likelihood of being realized upon ultimate settlement. In 2023, we recorded approximately $390 thousand of gross tax liability for uncertain tax positions related to federal and state income tax returns filed. Additionally, we recognize accrued interest and penalties related to unrecognized tax benefits as components of our income tax provision. As of March 31, 2024, the amount of interest accrued was approximately $34 thousand, which did not include the federal tax benefit of interest deductions.

LEASES

3 Months Ended

Mar. 31, 2024

Leases [Abstract]

LEASES

8. LEASES

The impact of operating leases to our condensed consolidated financial statements was as follows:


	Three Months Ended March 31,
		2024		2023
Operating lease cost		$	634	$	952
Operating cash flows from operating leases		280		750
Right-of-use assets obtained in exchange for new operating lease liabilities		—		10,391


	March 31, 2024		December 31, 2023
Weighted average remaining lease term - operating leases (in years)	13.8		14.0
Weighted average discount rate - operating leases	11.5	%	11.4	%

As of March 31, 2024, the annual minimum lease payments of our operating lease liabilities were as follows:


Year ending December 31,
2024 (from April 1)	$	1,382
2025	2,053
2026	2,453
2027	2,477
2028	2,500
After 2028	26,560
Total lease payments	37,425
Less imputed interest	(21,462)
Total recorded lease liabilities	$	15,963

RELATED PARTY TRANSACTIONS	3 Months Ended
RELATED PARTY TRANSACTIONS	Mar. 31, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	9. RELATED PARTY TRANSACTIONS Transaction Agreement with Emmis and SG Broadcasting On June 28, 2019, MediaCo entered into a Contribution and Distribution Agreement with Emmis Communications Corporation (“Emmis”) and SG Broadcasting, pursuant to which (i) Emmis contributed the assets of its radio stations WQHT-FM and WBLS-FM, in exchange for $91.5 million in cash, a $5.0 million note and 23.72% of the common stock of MediaCo, (ii) Standard General purchased 76.28% of the common stock of MediaCo, and (iii) the common stock of MediaCo received by Emmis was distributed pro rata in a taxable dividend to Emmis’ shareholders on January 17, 2020. The common stock of MediaCo acquired by Standard General is entitled to ten votes per share and the common stock acquired by Emmis and distributed to Emmis’ shareholders is entitled to one vote per share. Convertible Promissory Notes As a result of the transaction described above, on November 25, 2019, we issued a convertible promissory notes to Emmis (such note, the “Emmis Convertible Promissory Note”) in the amount of $5.0 million. Through December 31, 2022, there were annual interest amounts paid in kind on the Emmis Convertible Promissory Note such that the principal balances outstanding as of December 31, 2022 was $6.0 million. For the year ended December 31, 2023, interest of $0.5 million was paid-in-kind and added to the principal balance outstanding. Consequently, the principal amount outstanding as of December 31, 2023 and March 31, 2024 under the Emmis Convertible Promissory Note was $6.5 million. The Company recognized interest expense of $0.2 million and $0.1 million related to the Emmis Convertible Promissory Note for the three months ended March 31, 2024 and 2023, respectively. The terms of these Emmis Convertible Promissory Note is described in Note 5. Convertible Preferred Stock On December 13, 2019, in connection with the purchase of our Outdoor Advertising segment, the Company issued to SG Broadcasting 220,000 shares of MediaCo Series A Convertible Preferred Stock. MediaCo Series A Preferred Shares rank senior in preference to the MediaCo Class A common stock, MediaCo Class B common stock, and the MediaCo Class C common stock. Pursuant to the Articles of Amendment, the ability of the Company to make distributions with respect to, or make a liquidation payment on, any other class of capital stock in the Company designated to be junior to, or on parity with, the MediaCo Series A Preferred Shares, will be subject to certain restrictions, including that (i) the MediaCo Series A Preferred Shares shall be entitled to receive the amount of dividends per share that would be payable on the number of whole common shares of the Company into which each share of MediaCo Series A Preferred Share could be converted, and (ii) the MediaCo Series A Preferred Shares, upon any liquidation, dissolution or winding up of the Company, shall be entitled to a preference on the assets of the Company. Issued and outstanding shares of MediaCo Series A Preferred Shares shall accrue cumulative dividends, payable in kind, at an annual rate equal to the interest rate on any senior debt of the Company (see Note 5), or if no senior debt is outstanding, 6%, plus additional increases of 1% on December 12, 2020 and each anniversary thereof. On December 13, 2022, dividends of $3.4 million were paid in kind. The payment in kind increased the accrued value of the preferred stock and 80,000 additional shares were issued as part of this payment. MediaCo Series A Preferred Shares are redeemable for cash at the option of SG Broadcasting at any time on or after June 12, 2025, and so the shares are classified outside of permanent equity. The Series A Preferred Shares are also convertible into shares of Class A common stock at the option of SG Broadcasting, with the number of shares of common stock determined by dividing the original contribution, plus accrued dividends, by the 30-day volume weighted average share price of Class A common shares. The Series A Preferred Shares are participating securities and we calculate earnings per share using the two-class method. Dividends on Series A Convertible Preferred Stock held by SG Broadcasting were $0.7 million and $0.6 million, respectively, for the three months ended March 31, 2024 and 2023. As of March 31, 2024 and December 31, 2023, unpaid cumulative dividends were $0.9 million and $0.2 million, respectively, and included in the balance of preferred stock in the accompanying condensed consolidated balance sheets. On April 16, 2024, SG Broadcasting exercised its right to entirely convert $29.6 million of the outstanding balance on the MediaCo Series A Preferred Shares for 20.7 million shares of the Company’s Class A common stock. Consulting Agreements & Other Activity In October 2023, we entered into agreements with five consultants that are currently employed by affiliates of Standard General. One of the agreements had a term that expired on February 1, 2024 and was billed at an hourly rate of $125 per hour. Three of the agreements have a term that expires on May 31, 2024 and are billed at rates of $6,000, $8,400, and $12,000 per month. One agreement may be terminated at any time by either party and is billed at $18,000 per month, plus expenses. For the three months ended March 31, 2024, $0.2 million of fees were incurred related to these agreements. In March 2024, we made payments of $15,000 to the National Association of Investment Companies, of which a member of our board of directors is the President & CEO.

SUBSEQUENT EVENTS	3 Months Ended
SUBSEQUENT EVENTS	Mar. 31, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	10. SUBSEQUENT EVENTS On April 17, 2024, MediaCo, and its wholly-owned subsidiary MediaCo Operations LLC, a Delaware limited liability company (“Purchaser”), entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Estrella Broadcasting, Inc., a Delaware corporation (“Estrella”), and SLF LBI Aggregator, LLC, a Delaware limited liability company (“Aggregator”) and affiliate of HPS Investment Partners, LLC (“HPS”), pursuant to which Purchaser purchased substantially all of the assets of Estrella and its subsidiaries (other than certain broadcast assets owned by Estrella and its subsidiaries (the “Estrella Broadcast Assets”)) (the “Purchased Assets”), and assumed substantially all of the liabilities (the “Assumed Liabilities”) of Estrella and its subsidiaries. Estrella operates seven television stations located in California, Texas, New York, Colorado, Illinois, and Florida as well as 12 radio stations in California and Texas. MediaCo provided the following consideration for the Purchased Assets: i. A warrant (the “Warrant”) to purchase up to 28,206,152 shares of MediaCo’s Class A Common Stock, par value $0.01 per share (“Class A Common Stock”); ii.60,000 shares of a newly designated series of MediaCo’s preferred stock designated as “Series B Preferred Stock” (the “Series B Preferred Stock”); iii.A term loan in the principal amount of $30.0 million under the Second Lien Credit Agreement (as defined below) (the “Second Lien Term Loan”); and iv.An aggregate cash payment in the amount of approximately $30.0 million to be used, in part, for the repayment of certain indebtedness of Estrella and payment of certain Estrella transaction expenses. Other key terms and agreements related to this transaction are summarized below. Option Agreement On April 17, 2024, in connection with the Transactions contemplated by the Asset Purchase Agreement (the “Transactions”), MediaCo and Purchaser entered into an Option Agreement (the “Option Agreement”) with Estrella and certain subsidiaries of Estrella pursuant to which (i) Purchaser was granted the option to purchase 100% of the equity interests of certain subsidiaries of Estrella holding the Estrella Broadcast Assets (the “Option Subsidiaries Equity”) in exchange for 7,051,538 shares of Class A Common Stock, and (ii) Estrella was granted the right to put the Option Subsidiaries Equity to Purchaser for the same consideration beginning six months after the date of the closing of the Transactions (the “Closing Date”). The Option Agreement is subject to FCC approval. First Lien Term Loan In order to finance the Transactions, MediaCo and its direct and indirect subsidiaries entered into a maximum $45.0 million first lien term loan credit facility, dated April 17, 2024 (the “First Lien Credit Agreement”), with White Hawk Capital Partners, LP, as term agent thereunder, and the lenders party thereto. Under the terms of the First Lien Credit Agreement, MediaCo received an initial term loan of $35.0 million on April 17, 2024 (the “Initial Loan”) and was provided with a subsequent delayed draw facility of up to $10.0 million that may be provided for additional working capital purposes under certain conditions (the “Delayed Draw” and the loans thereunder, the “Delayed Draw Term Loans”). The Initial Loan and Delayed Draw Term Loans are collectively referred to as the “First Lien Term Loans.” The proceeds of the Initial Loan were used to finance the Transactions, pay off certain existing indebtedness in connection therewith and pay related fees and transaction costs. The Initial Loan will mature on April 17, 2029, and each Delayed Draw Term Loan will mature on the date that is two years after the drawing of such Delayed Draw Term Loan. First Lien Term Loans will be subject to monthly amortization payments equal to 0.8333% of the initial principal amount of the First Lien Term Loans, and monthly interest payments at a rate of SOFR + 6.00%. The Delayed Draw Term Loans have an unused lien fee of 1% and a delayed draw term loan upfront fee of 3%. As of May 9, 2024, $5 million remains to be drawn on the Delayed Draw Term Loans. The First Lien Term Loans are subject to a borrowing base in accordance with the terms of the First Lien Credit Agreement. Second Lien Term Loan In addition, MediaCo and its direct and indirect subsidiaries entered into a $30.0 million second lien term loan credit facility, dated April 17, 2024 (the “Second Lien Credit Agreement”), with HPS as term agent, and the lenders party thereto. Under the terms of the Second Lien Credit Agreement, MediaCo was deemed to receive the Second Lien Term Loan of $30.0 million on April 17, 2024 in exchange for the Transactions. The Second Lien Term Loan will mature on April 17, 2029 and will be subject to monthly interest payments at a rate of SOFR + 6.00%. The Second Lien Term Loans are subject to a borrowing base in accordance with the terms of the Second Lien Credit Agreement. MediaCo is currently paying the variable SOFR interest in cash while the fixed rate portion is paid in-kind. Network Affiliation and Supply Agreements On April 17, 2024, in connection with the Transactions, Purchaser entered into a Network Program Supply Agreement (the “Network Program Supply Agreement”) with certain subsidiaries of Estrella that operate radio broadcast stations (the “Radio Stations”). Pursuant to the Network Program Supply Agreement, Purchaser has agreed to license certain programs and other material to the Radio Stations for distribution on the Radio Stations’ broadcast channels. On April 17, 2024, in connection with the Transactions, Purchaser entered into a Network Affiliation Agreement (the “Network Affiliation Agreement”) with certain subsidiaries of Estrella that operate television broadcast stations (the “TV Stations”). Pursuant to the Network Affiliation Agreement, Purchaser has agreed to license certain programs and other material to the TV Stations for distribution on the TV Stations’ broadcast channels. There were no other subsequent events other than the conversion of MediaCo Series A Preferred Shares for shares of the Company’s Class A common stock discussed in Note 9.

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net income (loss) attributable to parent	$ (3,677)	$ (2,107)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Organization

Unless the context otherwise requires, references to “we”, “us” and “our” refer to MediaCo and its subsidiaries.

Basis of Presentation and Consolidation

Going Concern

Cash and Cash Equivalents

Cash, Cash Equivalents and Restricted Cash

Restricted Cash

Cash, Cash Equivalents and Restricted Cash

Fair Value Measurements

The Company’s long-term debt is not actively traded and is considered a Level 3 measurement. The Company believes the current carrying value of its long-term debt approximates its fair value.

Allowance for Credit Losses

Estimates

Earnings Per Share


	Three Months Ended March 31,
		2024		2023
Numerator:
Loss from continuing operations		$	(3,677)	$	(1,955)
Less: Preferred stock dividends		(723)		(590)

Loss from continuing operations available to common shareholders		(4,400)		(2,545)
Loss from discontinued operations, net of income taxes		—		(152)
Net loss attributable to common shareholders		$	(4,400)	$	(2,697)

Denominator:
Weighted-average shares of common stock outstanding — basic and diluted		25,080		24,718







Earnings per share of common stock attributable to common shareholders:
Net loss per share attributable to common shareholders - basic and diluted:
Continuing operations		$	(0.18)	$	(0.10)
Discontinued operations		—		(0.01)
Net loss per share attributable to common shareholders - basic and diluted:		$	(0.18)	$	(0.11)

For the three month period ended March 31, 2024, we repurchased under a share repurchase plan 11,304 shares of Class A common stock for an immaterial amount.

The following convertible equity shares and restricted stock awards were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive.


	Three Months Ended March 31,
(in thousands)		2024	2023
Convertible Emmis promissory note		9,423	4,742

Series A convertible preferred stock		41,546	20,926
Restricted stock awards		146	194
Total anti-dilutive shares		51,115	25,862

Recent Accounting Pronouncements Not Yet Implemented

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Accounts Receivable, Allowance for Credit Loss

The activity in the allowance for credit losses for the three-month periods ended March 31, 2024 and 2023 was as follows:


	Three Months Ended March 31,
		2024		2023
Beginning Balance		$	353	$	122
Change in Provision		25		(20)
Write Offs		—		—
Ending Balance		$	378	$	102

Reconciliation of Basic and Diluted Net Loss per Share Attributable to Common Shareholders

The following is a reconciliation of basic and diluted net loss per share attributable to Class A and Class B common shareholders:


	Three Months Ended March 31,
		2024		2023
Numerator:
Loss from continuing operations		$	(3,677)	$	(1,955)
Less: Preferred stock dividends		(723)		(590)

Loss from continuing operations available to common shareholders		(4,400)		(2,545)
Loss from discontinued operations, net of income taxes		—		(152)
Net loss attributable to common shareholders		$	(4,400)	$	(2,697)

Denominator:
Weighted-average shares of common stock outstanding — basic and diluted		25,080		24,718







Earnings per share of common stock attributable to common shareholders:
Net loss per share attributable to common shareholders - basic and diluted:
Continuing operations		$	(0.18)	$	(0.10)
Discontinued operations		—		(0.01)
Net loss per share attributable to common shareholders - basic and diluted:		$	(0.18)	$	(0.11)

Schedule of Convertible Equity Shares and Restricted Stock Awards Excluded from Calculation of Diluted Net Loss per Share

The following convertible equity shares and restricted stock awards were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive.


	Three Months Ended March 31,
(in thousands)		2024	2023
Convertible Emmis promissory note		9,423	4,742

Series A convertible preferred stock		41,546	20,926
Restricted stock awards		146	194
Total anti-dilutive shares		51,115	25,862

DISCONTINUED OPERATIONS (Tables)

3 Months Ended

Mar. 31, 2024

Discontinued Operations and Disposal Groups [Abstract]

Disposal Groups, Including Discontinued Operations

The following table presents the financial results of Fairway:


	Three Months Ended March 31,
		2024		2023
Net revenues		$	—	$	—
OPERATING EXPENSES
Operating expenses excluding depreciation and amortization expense		—		152


Total operating expenses		—		152
(Loss) income from operations of discontinued operations		—		(152)
Interest and other, net		—		—


Loss from discontinued operations, before income taxes		—		(152)
Income tax benefit (expense)		—		—
Loss from discontinued operations, net of income taxes		$	—	$	(152)

INTANGIBLE ASSETS (Tables)

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets

As of March 31, 2024 and December 31, 2023, intangible assets consisted of the following:


	March 31, 2024		December 31, 2023
Indefinite-lived intangible assets
FCC licenses	$	63,266	$	63,266


Definite-lived intangible assets

Software	1,397		1,327
Total	$	64,663	$	64,593

Schedule of Definite-Lived Intangible Assets


		March 31, 2024						December 31, 2023
	Weighted Average Remaining Useful Life (in years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount

Software	4.1	$	1,733	$	336	$	1,397	$	1,583	$	256	$	1,327

Finite-Lived Intangible Assets Amortization Expense

The Company estimates amortization expense each of the next five years as follows:


Year ending December 31,	Amortization Expense
2024 (from April 1)	$	260
2025	347
2026	347
2027	304
2028	133
After 2028	6
Total	$	1,397

REVENUE (Tables)

3 Months Ended

Mar. 31, 2024

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

The following table presents the Company’s revenues disaggregated by revenue source:


	Three Months Ended March 31,
		2024		% of Total		2023		% of Total
Revenue by Source:
Spot Radio Advertising		$	4,348	64.8	%	$	4,769	65.0	%
Digital		862		12.9	%	974		13.3	%
Syndication		598		8.9	%	605		8.2	%
Events and Sponsorships		121		1.8	%	156		2.1	%
Other		777		11.6	%	831		11.4	%
Total net revenues		$	6,706			$	7,335

LEASES (Tables)

3 Months Ended

Mar. 31, 2024

Leases [Abstract]

Schedule of Impact of Operating Leases to Condensed Consolidated Financial Statements

The impact of operating leases to our condensed consolidated financial statements was as follows:


	Three Months Ended March 31,
		2024		2023
Operating lease cost		$	634	$	952
Operating cash flows from operating leases		280		750
Right-of-use assets obtained in exchange for new operating lease liabilities		—		10,391


	March 31, 2024		December 31, 2023
Weighted average remaining lease term - operating leases (in years)	13.8		14.0
Weighted average discount rate - operating leases	11.5	%	11.4	%

Schedule of Annual Minimum Lease Payments of Operating Lease Liabilities

As of March 31, 2024, the annual minimum lease payments of our operating lease liabilities were as follows:


Year ending December 31,
2024 (from April 1)	$	1,382
2025	2,053
2026	2,453
2027	2,477
2028	2,500
After 2028	26,560
Total lease payments	37,425
Less imputed interest	(21,462)
Total recorded lease liabilities	$	15,963

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details)	3 Months Ended
	Mar. 31, 2024 USD ($) RadioStation shares	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)	Aug. 20, 2021 USD ($)
Significant Accounting Policies [Line Items]
Number of radio stations \| RadioStation	2
Restricted cash	$ 1,354,000		$ 1,337,000
Cash Held In Escrow
Significant Accounting Policies [Line Items]
Restricted cash	1,400,000		1,300,000
Asset Pledged as Collateral
Significant Accounting Policies [Line Items]
Restricted cash	$ 1,900,000		$ 1,900,000
Class A Common Stock
Significant Accounting Policies [Line Items]
Stock repurchased during period (in shares) \| shares	11,304
Class A Common Stock \| At market issuance sales agreement \| B. Riley Securities, Inc.,
Significant Accounting Policies [Line Items]
Aggregate offering price				$ 12,500,000
Proceeds from issuance of common stock	$ 0	$ 0
Fair value measurements recurring \| Level 3
Significant Accounting Policies [Line Items]
Assets	0
Liabilities	$ 0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Allowance (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Beginning Balance	$ 353	$ 122
Change in Provision	25	(20)
Write Offs	0	0
Ending Balance	$ 378	$ 102

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Basic and Diluted Net Loss per Share Attributable to Common Shareholders (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Numerator:
Loss from continuing operations	$ (3,677)	$ (1,955)
Less: Preferred stock dividends	(723)	(590)
Loss from continuing operations available to common shareholders, basic	(4,400)	(2,545)
Loss from continuing operations available to common shareholders, diluted	(4,400)	(2,545)
Loss from discontinued operations, net of income taxes	0	(152)
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS, BASIC	(4,400)	(2,697)
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS, DILUTED	$ (4,400)	$ (2,697)
Denominator:
Weighted-average shares of common stock outstanding, basic (in shares)	25,080	24,718
Weighted-average shares of common stock outstanding, diluted (in shares)	25,080	24,718
Earnings per share of common stock attributable to common shareholders:
Continuing operations - basic (in dollars per share)	$ (0.18)	$ (0.10)
Continuing operations - diluted (in dollars per share)	(0.18)	(0.10)
Discontinued operations - basic (in dollars per share)	0	(0.01)
Discontinued operations - diluted (in dollars per share)	0	(0.01)
Net loss per share attributable to common shares, basic (in dollars per share)	(0.18)	(0.11)
Net loss per share attributable to common shareholders, diluted (in dollars per share)	$ (0.18)	$ (0.11)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Convertible Equity Shares and Restricted Stock Awards Excluded from Calculation of Diluted Net Loss per Share (Details) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Shares excluded from calculation of diluted net loss per share (in shares)	51,115	25,862
Restricted stock awards
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Shares excluded from calculation of diluted net loss per share (in shares)	146	194
Series A convertible preferred stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Shares excluded from calculation of diluted net loss per share (in shares)	41,546	20,926
Convertible Emmis promissory note \| Convertible Promissory Note
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Shares excluded from calculation of diluted net loss per share (in shares)	9,423	4,742

DISCONTINUED OPERATIONS - Narrative (Details) - Fairway - Discontinued Operations, Disposed of by Sale - USD ($) $ in Millions	3 Months Ended
	Dec. 31, 2022	Dec. 09, 2022
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Disposal group, including discontinued operation, consideration		$ 78.6
Gain on sale of discontinued operations	$ 46.9

DISCONTINUED OPERATIONS - Financial Results (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Income tax benefit (expense)	$ 0	$ 0
NET LOSS FROM DISCONTINUED OPERATIONS	0	(152)
Discontinued Operations, Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Net revenues	0	0
Operating expenses excluding depreciation and amortization expense	0	152
Total operating expenses	0	152
(Loss) income from operations of discontinued operations	0	(152)
Interest and other, net	0	0
Loss from discontinued operations, before income taxes	0	(152)
Income tax benefit (expense)	0	0
NET LOSS FROM DISCONTINUED OPERATIONS	$ 0	$ (152)

INTANGIBLE ASSETS - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Indefinite Lived And Finite Lived Intangible Assets [Line Items]
Definite-lived intangible assets	$ 1,397
Total	64,663	$ 64,593
Software
Indefinite Lived And Finite Lived Intangible Assets [Line Items]
Definite-lived intangible assets	1,397	1,327
FCC licenses
Indefinite Lived And Finite Lived Intangible Assets [Line Items]
Indefinite-lived intangible assets	$ 63,266	$ 63,266

INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Indefinite-lived and Finite-lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 0.1	$ 0.1
FMG Valdosta, LLC and FMG Kentucky, LLC \| Software
Indefinite-lived and Finite-lived Intangible Assets [Line Items]
Finite-lived intangible assets acquired preliminary valuation	$ 1.7
FMG Valdosta, LLC and FMG Kentucky, LLC \| Website
Indefinite-lived and Finite-lived Intangible Assets [Line Items]
Acquired finite-lived intangible assets useful life	5 years
FMG Valdosta, LLC and FMG Kentucky, LLC \| Mobile App
Indefinite-lived and Finite-lived Intangible Assets [Line Items]
Acquired finite-lived intangible assets useful life	7 years
FCC licenses
Indefinite-lived and Finite-lived Intangible Assets [Line Items]
Indefinite-lived intangible assets, carrying amount	$ 63.3		$ 63.3

INTANGIBLE ASSETS - Schedule of Definite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Finite Lived Intangible Assets [Line Items]
Net Carrying Amount	$ 1,397
Software
Finite Lived Intangible Assets [Line Items]
Weighted Average Remaining Useful Life (in years)	4 years 1 month 6 days
Gross Carrying Amount	$ 1,733	$ 1,583
Accumulated Amortization	336	256
Net Carrying Amount	$ 1,397	$ 1,327

INTANGIBLE ASSETS - Estimated Amortization Expense Over Five Years (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2024 (from April 1)	$ 260
2024	347
2025	347
2026	304
2027	133
After 2028	6
Net Carrying Amount	$ 1,397

REVENUE - Narrative (Details)	Mar. 31, 2024
Disaggregation of Revenue [Abstract]
Advertising agency fee rate based on gross revenue	15.00%

REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Disaggregation Of Revenue [Line Items]
Total net revenues	$ 6,706	$ 7,335
Spot Radio Advertising
Disaggregation Of Revenue [Line Items]
Total net revenues	$ 4,348	$ 4,769
Spot Radio Advertising \| Revenue, product and service benchmark \| Product concentration risk
Disaggregation Of Revenue [Line Items]
Percentage of revenue	64.80%	65.00%
Digital
Disaggregation Of Revenue [Line Items]
Total net revenues	$ 862	$ 974
Digital \| Revenue, product and service benchmark \| Product concentration risk
Disaggregation Of Revenue [Line Items]
Percentage of revenue	12.90%	13.30%
Syndication
Disaggregation Of Revenue [Line Items]
Total net revenues	$ 598	$ 605
Syndication \| Revenue, product and service benchmark \| Product concentration risk
Disaggregation Of Revenue [Line Items]
Percentage of revenue	8.90%	8.20%
Events and Sponsorships
Disaggregation Of Revenue [Line Items]
Total net revenues	$ 121	$ 156
Events and Sponsorships \| Revenue, product and service benchmark \| Product concentration risk
Disaggregation Of Revenue [Line Items]
Percentage of revenue	1.80%	2.10%
Other
Disaggregation Of Revenue [Line Items]
Total net revenues	$ 777	$ 831
Other \| Revenue, product and service benchmark \| Product concentration risk
Disaggregation Of Revenue [Line Items]
Percentage of revenue	11.60%	11.40%

LONG-TERM DEBT (Details) - Convertible Emmis promissory note - USD ($)	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Notes payable	$ 6,500,000	$ 6,500,000
Long-term debt, maturity, year one	6,500,000
Convertible Standard General promissory notes \| Convertible Promissory Note
Debt Instrument [Line Items]
Senior credit facility amount	$ 0
Debt instrument interest percentage	6.00%
Additional payment of interest in kind	1.00%
Debt instrument increasing interest rate of second anniversary	1.00%
Debt instrument increasing interest rate of each successive anniversary	1.00%
Principal amount outstanding	$ 6,500,000

REGULATORY, LEGAL AND OTHER MATTERS (Details)	Mar. 31, 2024 LegalProceeding
Commitments and Contingencies Disclosure [Abstract]
Number of legal proceedings pending	0

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended
INCOME TAXES (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Effective income tax rate, percent	2.00%	4.00%
Gross tax liability for uncertainties			$ 390
Accrued interest related to unrecognized tax benefits	$ 34

LEASES - Narrative (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	Feb. 01, 2023
Leases [Abstract]
Operating lease right of use assets	$ 13,529	$ 13,614	$ 10,400
Total recorded lease liabilities	$ 15,963		$ 10,400

LEASES - Schedule of Impact of Operating Leases to Condensed Consolidated Financial Statements (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Leases [Abstract]
Operating lease cost	$ 634	$ 952
Operating cash flows from operating leases	280	750
Right-of-use assets obtained in exchange for new operating lease liabilities	$ 0	$ 10,391
Weighted average remaining lease term - operating leases (in years)	13 years 9 months 18 days		14 years
Weighted average discount rate - operating leases	11.50%		11.40%

LEASES - Schedule of Annual Minimum Lease Payments of Operating Lease Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Feb. 01, 2023
Leases [Abstract]
2024 (from April 1)	$ 1,382
2025	2,053
2026	2,453
2027	2,477
2028	2,500
After 2028	26,560
Total lease payments	37,425
Less imputed interest	(21,462)
Total recorded lease liabilities	$ 15,963	$ 10,400

RELATED PARTY TRANSACTIONS - Transaction Agreement with Emmis and SG Broadcasting (Details) - Transaction Agreement $ in Millions	Jun. 28, 2019 USD ($) vote
Convertible Standard General promissory notes
Related Party Transaction [Line Items]
Number of votes per share \| vote	10
Related Party \| Emmis Communications Corporation
Related Party Transaction [Line Items]
Purchase price for the assets of radio stations \| $	$ 91.5
Number of votes per share \| vote	1
Related Party \| Emmis Communications Corporation \| Convertible Promissory Note
Related Party Transaction [Line Items]
Notes payable \| $	$ 5.0
MediaCo \| Emmis Communications Company
Related Party Transaction [Line Items]
Equity ownership interest	23.72%
MediaCo \| SG Broadcasting
Related Party Transaction [Line Items]
Equity ownership interest	76.28%

RELATED PARTY TRANSACTIONS - Convertible Promissory Notes (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Nov. 25, 2019
Related Party Transaction [Line Items]
Interest expense recognized	$ 136	$ 103
Related Party \| Emmis Communications Corporation
Related Party Transaction [Line Items]
Principal amount outstanding				$ 6,000
Related Party \| Emmis Communications Corporation \| Convertible Promissory Notes
Related Party Transaction [Line Items]
Face amount of debt					$ 5,000
Principal amount outstanding	6,500		$ 6,500
Interest expense recognized	200	$ 100
Emmis Communications Corporation \| Convertible Standard General promissory notes \| Convertible Promissory Note
Related Party Transaction [Line Items]
Principal amount outstanding	$ 6,500
Paid-in-kind interest			$ 500

RELATED PARTY TRANSACTIONS - Convertible Preferred Stock (Details) - USD ($)					3 Months Ended
	Apr. 16, 2024	Dec. 13, 2022	Dec. 12, 2020	Dec. 13, 2019	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023
Class A Common Stock
Related Party Transaction [Line Items]
Common stock, volume weighted average share price, number of days					30 days
Related Party \| SG Broadcasting
Related Party Transaction [Line Items]
Outstanding debt				$ 0
Debt instrument interest percentage				6.00%
Debt instrument increasing interest rate of each successive anniversary			1.00%
Dividends paid in kind		$ 3,400,000
Additional shares issued due to increase in accrued value of preferred stock (in shares)		80,000
Related Party \| SG Broadcasting \| Conversion of SG Broadcasting Promissory Notes To Common Stock \| Subsequent Event
Related Party Transaction [Line Items]
Debt conversion, original debt, amount, principal	$ 29,600,000
Debt conversion, common stock (in shares)	20,700,000
Related Party \| SG Broadcasting \| Preferred Stock
Related Party Transaction [Line Items]
Unpaid cumulative dividends					$ 900,000	$ 200,000
Related Party \| SG Broadcasting \| Series A convertible preferred stock
Related Party Transaction [Line Items]
Preferred stock issued (in shares)				220,000
Preferred stock issued					$ 700,000		$ 600,000

RELATED PARTY TRANSACTIONS - Consulting Agreements And Other Activity (Details)	1 Months Ended		3 Months Ended
	Mar. 31, 2024 USD ($)	Oct. 31, 2023 USD ($) consultant agreement	Mar. 31, 2024 USD ($)
Consultant Agreement February 1, 2024
Related Party Transaction [Line Items]
Number of agreements \| agreement		1
Consultant Agreement May 31, 2024
Related Party Transaction [Line Items]
Number of agreements \| agreement		3
Consulting Agreement That Can Be Terminated At Any Time, By Any Party
Related Party Transaction [Line Items]
Number of agreements \| agreement		1
Affiliated Entity \| Consultant Agreements
Related Party Transaction [Line Items]
Number of consultants \| consultant		5
Consulting fees incurred			$ 200,000
Affiliated Entity \| Consultant Agreement February 1, 2024
Related Party Transaction [Line Items]
Consulting fees, hourly rate		$ 125
Affiliated Entity \| Consultant Agreement May 31, 2024, 1
Related Party Transaction [Line Items]
Consulting fees, per month		6,000
Affiliated Entity \| Consultant Agreement May 31, 2024, 2
Related Party Transaction [Line Items]
Consulting fees, per month		8,400
Affiliated Entity \| Consultant Agreement May 31, 2024, 3
Related Party Transaction [Line Items]
Consulting fees, per month		12,000
Affiliated Entity \| Consulting Agreement That Can Be Terminated At Any Time, By Any Party
Related Party Transaction [Line Items]
Consulting fees, per month		$ 18,000
Related Party \| National Association of Investment Companies
Related Party Transaction [Line Items]
Related party payments	$ 15,000

SUBSEQUENT EVENTS (Details) $ / shares in Units, $ in Millions	Apr. 17, 2024 USD ($) televisionStation RadioStation $ / shares shares	May 09, 2024 USD ($)	Mar. 31, 2024 RadioStation $ / shares	Dec. 31, 2023 $ / shares
Subsequent Event [Line Items]
Number of radio stations \| RadioStation			2
Class A Common Stock
Subsequent Event [Line Items]
Common stock, par value (in dollars per share) \| $ / shares			$ 0.01	$ 0.01
Subsequent Event
Subsequent Event [Line Items]
Warrant to purchase shares (in shares) \| shares	28,206,152
Cash payments in asset acquisition	$ 30.0
Option, equity ownership percentage	1
Subsequent Event \| Estrella Broadcasting, Inc
Subsequent Event [Line Items]
Number of television stations \| televisionStation	7
Number of radio stations \| RadioStation	12
Subsequent Event \| Second Lien Term Loan \| Line of Credit
Subsequent Event [Line Items]
Face amount of debt	$ 30.0
Subsequent Event \| Second Lien Term Loan \| Line of Credit \| Secured Overnight Financing Rate (SOFR)
Subsequent Event [Line Items]
Interest rate of borrowing	6.00%
Subsequent Event \| First Lien Term Loan \| Line of Credit
Subsequent Event [Line Items]
Face amount of debt	$ 45.0
Monthly amortization payments, rate	0.008333
Subsequent Event \| First Lien Term Loan \| Line of Credit \| Secured Overnight Financing Rate (SOFR)
Subsequent Event [Line Items]
Interest rate of borrowing	6.00%
Subsequent Event \| Initial Loan \| Line of Credit
Subsequent Event [Line Items]
Loan received	$ 35.0
Subsequent Event \| Delayed Draw Term Loan \| Line of Credit
Subsequent Event [Line Items]
Delayed draw facility amount	$ 10.0
Unused lien fee	1.00%
Delayed draw term loan, upfront fee percentage	0.03
Remaining available borrowings capacity		$ 5.0
Subsequent Event \| Class A Common Stock
Subsequent Event [Line Items]
Common stock, par value (in dollars per share) \| $ / shares	$ 0.01
Shares issued when option is exercised (in shares) \| shares	7,051,538
Subsequent Event \| Series B Preferred Stock
Subsequent Event [Line Items]
Number of shares issued (in shares) \| shares	60,000