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Published: 2023-11-13 00:00:00 ET

mdia-20230930

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 September 30, 2023


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.)

395 Hudson Street, Floor 7

New York, New York 10014

(Address of principal executive offices)

(212) 229-9797

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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 November 2, 2023, was:


20,945,694						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

Table of Contents

INDEX


			Page
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements			3
Condensed Consolidated Statements of Operations for the three-month and nine -month periods ended September 30, 2023 and 2022			3
Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022			4
Condensed Consolidated Statements of Changes in Equity (Deficit) for the three-month and nine -month periods ended September 30, 2023 and 2022			5
Condensed Consolidated Statements of Cash Flows for the nine -month periods ended September 30, 2023 and 2022			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			22
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 September 30,				Nine Months Ended September 30,
(in thousands, except per share amounts)	2023		2022		2023		2022
NET REVENUES	$	6,447	$	8,270	$	25,862	$	28,914
OPERATING EXPENSES:
Operating expenses excluding depreciation and amortization expense	7,175		6,983		25,458		24,930
Corporate expenses	1,095		1,460		3,981		5,286
Depreciation and amortization	130		99		437		314
Loss (gain) on disposal of assets	11		—		(28)		—
Total operating expenses	8,411		8,542		29,848		30,530
OPERATING LOSS	(1,964)		(272)		(3,986)		(1,616)
OTHER INCOME (EXPENSE):
Interest expense, net	(87)		(1,666)		(306)		(5,672)
Other (expense) income	(18)		—		(12)		—

Total other income (expense)	(105)		(1,666)		(318)		(5,672)
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	(2,069)		(1,938)		(4,304)		(7,288)
PROVISION FOR INCOME TAXES	84		78		234		227
NET LOSS FROM CONTINUING OPERATIONS	(2,153)		(2,016)		(4,538)		(7,515)
DISCONTINUED OPERATIONS:
Loss from discontinued operations before income taxes	(267)		(635)		(410)		(2,332)

Income tax benefit from discontinued operations	104		—		104		—
NET LOSS FROM DISCONTINUED OPERATIONS	(163)		(635)		(306)		(2,332)
CONSOLIDATED NET LOSS	(2,316)		(2,651)		(4,844)		(9,847)
PREFERRED STOCK DIVIDENDS	602		838		1,788		2,456
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(2,918)	$	(3,489)	$	(6,632)	$	(12,303)

Net loss per share attributable to common shareholders - basic and diluted:
Continuing operations	$	(0.11)	$	(0.17)	$	(0.25)	$	(0.92)
Discontinued operations	$	(0.01)	$	(0.04)	$	(0.01)	$	(0.22)
Net loss per share attributable to common shareholders - basic and diluted:	$	(0.12)	$	(0.21)	$	(0.26)	$	(1.14)

Weighted average common shares outstanding:
Basic	24,713		16,853		25,032		10,778
Diluted	24,713		16,853		25,032		10,778

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

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MEDIACO HOLDING INC.

CONDENSED CONSOLIDATED BALANCE SHEETS


	September 30, 2023		December 31, 2022
(in thousands, except share data)	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	6,413	$	10,925
Restricted cash	1,321		2,500
Accounts receivable, net of allowance for credit losses of $99 and $122, respectively	7,041		8,568
Prepaid expenses	1,341		979
Other current assets	1,139		341
Current assets of discontinued operations	22		1,066
Total current assets	17,277		24,379
PROPERTY AND EQUIPMENT, NET	1,357		581
INTANGIBLE ASSETS, NET	64,708		64,703
OTHER ASSETS:
Operating lease right of use assets	13,800		5,088
Restricted cash	1,906		1,876
Deposits and other	78		78
Total other assets	15,784		7,042

Total assets	$	99,126	$	96,705
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	3,857	$	3,880

Accrued salaries and commissions	670		875
Deferred revenue	646		825
Operating lease liabilities	1,180		1,816
Income taxes payable	42		3,008
Other current liabilities	422		35
Current liabilities of discontinued operations	142		659
Total current liabilities	6,959		11,098
LONG TERM DEBT, NET OF CURRENT	5,950		5,950
OPERATING LEASE LIABILITIES, NET OF CURRENT	14,302		3,808

DEFERRED INCOME TAXES	2,707		2,483
OTHER NONCURRENT LIABILITIES	474		51

Total liabilities	30,392		23,390
COMMITMENTS AND CONTINGENCIES
SERIES A CUMULATIVE CONVERTIBLE PARTICIPATING PREFERRED STOCK, $0.01 PAR VALUE, 10,000,000 SHARES AUTHORIZED; 260,000 SHARES ISSUED AND OUTSTANDING	28,127		26,339
EQUITY:
Class A common stock, $0.01 par value; authorized 170,000,000 shares; issued and outstanding 21,025,498 shares and 20,443,138 shares at September 30, 2023, and December 31, 2022, respectively	210		207
Class B common stock, $0.01 par value; authorized 50,000,000 shares; issued and outstanding 5,413,197 shares at September 30, 2023, and December 31, 2022	54		54
Class C common stock, $0.01 par value; authorized 30,000,000 shares; none issued	—		—
Additional paid-in capital	60,077		59,817
Accumulated deficit	(19,734)		(13,102)
Total equity	40,607		46,976
Total liabilities and equity	$	99,126	$	96,705

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, 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	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
Net loss	—	—		—	—		—		(421)		(421)
Issuance of class A to employees, officers and directors	(150,485)	(2)		—	—		266		—		264
Repurchase of class A common shares	(56,031)	(1)		—	—		(67)		—		(68)
Preferred stock dividends	—	—		—	—		—		(596)		(596)
BALANCE, JUNE 30, 2023	20,405,357	$	204	5,413,197	$	54	$	59,814	$	(16,816)	$	43,256
Net loss	—	—		—	—		—		(2,316)		(2,316)
Issuance of class A to employees, officers and directors	752,901	7		—	—		367		—		374
Conversion of convertible promissory notes	(132,760)	(1)		—	—		(104)		—		(105)
Preferred stock dividends	—	—		—	—		—		(602)		(602)
BALANCE, SEPTEMBER 30, 2023	21,025,498	$	210	5,413,197	$	54	$	60,077	$	(19,734)	$	40,607

BALANCE, DECEMBER 31, 2021	3,056,757	$	31	5,413,197	$	54	$	24,030	$	(40,686)	$	(16,571)
Net loss	—	—		—	—		—		(4,293)		(4,293)
Issuance of class A to employees, officers and directors	100,276	1		—	—		343		—		344
Preferred stock dividends	—	—		—	—		—		(838)		(838)
BALANCE, MARCH 31, 2022	3,157,033	$	32	5,413,197	$	54	$	24,373	$	(45,817)	$	(21,358)
Net loss	—	—		—	—		—		(2,903)		(2,903)
Issuance of class A to employees, officers and directors	(26,735)	(1)		—	—		302		—		301
Preferred stock dividends	—	—		—	—		—		(780)		(780)
BALANCE, JUNE 30, 2022	3,130,298	$	31	5,413,197	$	54	$	24,675	$	(49,500)	$	(24,740)
Net loss	—	—		—	—		—		(2,651)		(2,651)

Issuance of class A to employees, officers and directors	197,324	2		—	—		305		—		307
Conversion of convertible promissory notes	12,910,657	129		—	—		29,775		—		29,904
Preferred stock dividends	—	—		—	—		—		(838)		(838)
BALANCE, SEPTEMBER 30, 2022	16,238,279	$	162	5,413,197	$	54	$	54,755	$	(52,989)	$	1,982

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)


	Nine Months Ended September 30,
(in thousands)	2023		2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated net loss	$	(4,844)	$	(9,847)
Less: Loss from discontinued operations, net of tax	306		2,332
Adjustments to reconcile net loss to net cash provided by operating activities -

Depreciation and amortization	437		314
Amortization of deferred financing costs, including original issue discount	—		487
Noncash interest expense	—		665
Noncash lease expense	1,679		1,609
Allowance for credit losses	(23)		(22)

Provision for deferred income taxes	224		227
Noncash compensation	1,404		2,193

Other noncash items	510		—
Changes in assets and liabilities
Accounts receivable	1,550		4,814
Prepaid expenses and other current assets	(1,160)		(151)
Other assets	88		(16)
Accounts payable and accrued liabilities	(594)		702
Deferred revenue	(179)		(124)
Operating lease liabilities	(533)		(1,655)
Income taxes	(2,979)		—
Other liabilities	452		1,849
Net cash (used in) provided by continuing operating activities	(3,662)		3,377
Net cash provided by discontinued operating activities	259		1,348
Net cash (used in) provided by operating activities	(3,403)		4,725
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(858)		(56)
Purchases of internally-created software	(223)		(1,295)

Net cash used in continuing investing activities	(1,081)		(1,351)
Net cash used in discontinued investing activities	—		(406)
Net cash used in investing activities	(1,081)		(1,757)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of long-term debt	—		(1,836)



Repurchases of class A common stock	(737)		—
Settlement of tax withholding obligations	(402)		(1,281)
Net cash used in continuing financing activities	(1,139)		(3,117)
Net cash used in discontinued financing activities	(38)		(93)
Net cash used in financing activities	(1,177)		(3,210)
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(5,661)		(242)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH:
Beginning of period	15,301		6,121
End of period	9,640		5,879
Less: Cash, cash equivalents and restricted cash of discontinued operations	—		—
Cash, cash equivalents and restricted cash of continuing operations at end of period	$	9,640	$	5,879
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest	$	—	$	5,151
Cash paid for income taxes	$	3,021	$	—

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. 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.

On December 9, 2022, Fairway Outdoor LLC, FMG Kentucky, LLC and FMG Valdosta, LLC (collectively, “Fairway”), all of which were wholly owned direct and indirect subsidiaries of MediaCo, entered into an Asset Purchase Agreement (the “Purchase Agreement”), with The Lamar Company, L.L.C., a Louisiana limited liability company (the “Purchaser”), pursuant to which we sold our Fairway outdoor advertising business to the Purchaser. The transactions contemplated by the Purchase Agreement closed as of the date of the Purchase Agreement.

We have classified the related assets and liabilities associated with our Fairway business as discontinued operations in our condensed consolidated balance sheets and the results of our Fairway business have been presented as discontinued operations in our condensed consolidated statements of operations for all periods presented through December 9, 2022 as the sale represented a strategic shift in our business that had a major effect on our operations and financial results. Unless otherwise noted, discussion in the notes to condensed consolidated financial statements refers to the Company’s continuing operations. See Note 2 — Discontinued Operations for additional information.

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.

Reclassifications

Certain amounts in the prior years’ unaudited condensed consolidated financial statements have been reclassified to conform to the current year presentation.

Cash, Cash Equivalents and Restricted Cash

We consider 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 represents amounts held in escrow related to the disposition of the Fairway business, classified in current assets, and amounts 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 August 2039, classified in long-term assets.

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 and nine-month periods ended September 30, 2023 and 2022 was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Beginning Balance	$	102	$	120	$	122	$	186
Change in Provision	(3)		(15)		(23)		(22)
Write Offs	—		—		—		(59)
Ending Balance	$	99	$	105	$	99	$	105

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 September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Numerator:
Loss from continuing operations	$	(2,153)	$	(2,016)	$	(4,538)	$	(7,515)
Less: Preferred stock dividends	(602)		(838)		(1,788)		(2,456)

Loss from continuing operations available to common shareholders	(2,755)		(2,854)		(6,326)		(9,971)
Loss from discontinued operations, net of income taxes	(163)		(635)		(306)		(2,332)
Net loss attributable to common shareholders	$	(2,918)	$	(3,489)	$	(6,632)	$	(12,303)

Denominator:
Weighted-average shares of common stock outstanding — basic and diluted	24,713		16,853		25,032		10,778







Earnings per share of common stock attributable to common shareholders:
Net loss per share attributable to common shareholders - basic and diluted:
Continuing operations	$	(0.11)	$	(0.17)	$	(0.25)	$	(0.92)
Discontinued operations	(0.01)		(0.04)		(0.01)		(0.22)
Net loss per share attributable to common shareholders - basic and diluted:	$	(0.12)	$	(0.21)	$	(0.26)	$	(1.14)

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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 nine-month periods ended September 30, 2023 or 2022.

For the nine month period ended September 30, 2023, we repurchased under a share repurchase plan 584,604 shares of Class A common stock for an aggregate of $0.7 million. Subsequent to September 30, 2023 through November 2, 2023 we repurchased an additional 10,229 shares of Class A common stock under the share repurchase plan for an aggregate of $7 thousand.

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 September 30,		Nine Months Ended September 30,
(in thousands)	2023	2022	2023	2022
Convertible Emmis promissory note	5,432	2,494	4,844	1,386
Convertible Standard General promissory notes	—	4,693	—	2,543
Series A convertible preferred stock	24,040	10,840	21,396	6,022
Restricted stock awards	251	375	336	429
Total anti-dilutive shares	29,723	18,402	26,576	10,380

Recent Accounting Pronouncements Adopted

In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update 2016-13, Financial Instruments – Credit Losses, which introduces new guidance for an approach based on using expected losses to estimate credit losses on certain types of financial instruments. It also modifies the impairment model for available-for-sale debt securities and provides a simplified accounting model for purchased financial assets with credit deterioration since their origination. Instruments in scope include loans, held-to-maturity debt securities and net investments in leases as well as reinsurance and trade receivables. We adopted this standard on January 1, 2023. The adoption of the new standard did not have a significant impact 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 through December 9, 2022, when the sale was completed. The following table presents the financial results of Fairway:

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	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net revenues	$	—	$	3,555	$	—	$	10,598
OPERATING EXPENSES
Operating expenses excluding depreciation and amortization expense	267		2,619		410		7,920
Depreciation and amortization	—		807		—		2,426
Loss on disposal of assets	—		26		—		71
Total operating expenses	267		3,452		410		10,417
(Loss) income from operations of discontinued operations	(267)		103		(410)		181
Interest and other, net	—		(738)		—		(2,513)


Loss from discontinued operations, before income taxes	(267)		(635)		(410)		(2,332)
Income tax benefit (expense)	104		—		104		—
Loss from discontinued operations, net of income taxes	$	(163)	$	(635)	$	(306)	$	(2,332)

The following table presents the aggregate carrying amounts of assets and liabilities of discontinued operations for Fairway in the consolidated balance sheets:


	September 30, 2023	December 31, 2022
Assets:
Accounts receivable, net	—	1,026

Other	22	40
Total current assets of discontinued operations	22	1,066








Liabilities:
Accounts payable and accrued expenses	142	659




Total current liabilities of discontinued operations	142	659

3. INTANGIBLE ASSETS

As of September 30, 2023 and December 31, 2022, intangible assets consisted of the following:


	September 30, 2023		December 31, 2022
Indefinite-lived intangible assets
FCC licenses	$	63,266	$	63,266


Definite-lived intangible assets

Software	1,442		1,437
Total	$	64,708	$	64,703

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 September 30, 2023 and December 31, 2022. 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, 2022 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.

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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.

Definite-lived intangibles

The following table presents the weighted-average useful life at September 30, 2023, and the gross carrying amount and accumulated amortization at September 30, 2023 and December 31, 2022, for our definite-lived intangible assets:


		September 30, 2023						December 31, 2022
	Weighted Average Remaining Useful Life (in years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount

Software	4.7	$	1,673	$	231	$	1,442	$	1,495	$	58	$	1,437

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 the three and nine months ended September 30, 2023 was $0.1 million and $0.2 million, respectively. There was no amortization expense from definite-lived intangible assets for the three and nine months ended September 30, 2022. The Company estimates amortization expense each of the next five years as follows:


Year ending December 31,	Amortization Expense
2023 (from October 1)	$	79
2024	316
2025	316
2026	316
2027	274
After 2027	141
Total	$	1,442

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.

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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.

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 September 30,								Nine Months Ended September 30,
	2023		% of Total		2022		% of Total		2023		% of Total		2022		% of Total
Revenue by Source:
Spot Radio Advertising	$	4,328	67.1	%	$	6,029	72.9	%	$	14,009	54.2	%	$	19,025	65.8	%
Digital	608		9.4	%	962		11.6	%	3,053		11.8	%	3,280		11.3	%
Syndication	602		9.3	%	454		5.5	%	1,812		7.0	%	1,286		4.4	%
Events and Sponsorships	293		4.5	%	143		1.7	%	4,921		19.0	%	3,185		11.0	%
Other	616		9.7	%	682		8.3	%	2,067		8.0	%	2,138		7.5	%
Total net revenues	$	6,447			$	8,270			$	25,862			$	28,914

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5. LONG-TERM DEBT

Long-term debt was comprised of the note payable to Emmis of $6.0 million at September 30, 2023 and December 31, 2022.

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 September 30, 2023, the principal balance outstanding under the Emmis Convertible Promissory Note was $6.0 million.

Based on amounts outstanding at September 30, 2023, mandatory principal payments of long-term debt are $6.0 million in 2024.

Senior Secured Term Loan Agreement

Until December 9, 2022, the Company had a five-year senior secured term loan agreement (the “Senior Credit Facility”) with GACP Finance Co., LLC, (“GACP”) a Delaware limited liability company, as administrative agent and collateral agent. On December 9, 2022, following the consummation of the transactions contemplated by the Purchase Agreement, the Company repaid in full, without penalty, all of its obligations under the Senior Credit Facility, which was terminated at that time.

SG Broadcasting Promissory Notes

On July 28, 2022, SG Broadcasting exercised its right to convert the outstanding principal and accrued but unpaid interest on the SG Broadcasting Promissory Notes (as defined below) of $28.0 million and $1.9 million, respectively, for 12.9 million shares of the Company’s Class A common stock. The SG Broadcasting Promissory Notes were terminated at that time, except for one such promissory note issued on May 19, 2021 (the “May 2021 SG Broadcasting Promissory Note”), which expired on June 30, 2023, with no amounts outstanding thereunder as of December 31, 2022 or September 30, 2023.

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 deficiency letter (the “Nasdaq Letter”) from the Nasdaq Listing Qualifications Department (the “Staff”) notifying the Company that, for the last 31 consecutive business days preceding the date of the Nasdaq Letter, the closing bid price for the Company’s common stock was below the minimum $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”).

The Nasdaq deficiency letter has no immediate effect on the listing of the Company’s common stock, and its common stock will continue to trade on The Nasdaq Capital Market under the symbol “MDIA” at this time.

In accordance with Nasdaq Listing Rule 5810(c)(3)(A)(ii), the Company has been given 180 calendar days, or until March 13, 2024, to regain compliance with the Minimum Bid Price Requirement. If at any time before March 13, 2024, the bid price of the Company’s common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, the Staff will provide written confirmation that the Company has achieved compliance.

If the Company does not regain compliance with the Minimum Bid Price Requirement by March 13, 2024, the Company may be afforded a second 180 calendar day period to regain compliance. To qualify, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, except for the Minimum Bid Price Requirement. In addition, the Company would be required to notify Nasdaq of its intent to cure the deficiency during the second compliance period. The Company would then be afforded the second 180 calendar day period to regain compliance, unless it does not appear to Nasdaq that it is possible for the Company to cure the deficiency. If the Company does not regain compliance with the Minimum Bid Price Requirement by the end of the compliance period (or the second compliance period, if applicable), the Company’s common stock will become subject to delisting. In the event that the Company receives notice that its common stock is being delisted, the Nasdaq listing rules permit the Company to appeal a delisting determination by the Staff to a hearings panel.

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The Company intends to monitor the closing bid price of its common stock and may, if appropriate, consider available options to regain compliance with the Minimum Bid Price Requirement, including initiating a reverse stock split. However, there can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement or will otherwise be in compliance with other Nasdaq Listing Rules.

7. INCOME TAXES

The effective tax rate for the nine months ended September 30, 2023 and 2022 was 5% and 3%, respectively. Our effective tax rate for the nine months ended September 30, 2023 differs from the statutory tax rate primarily due to the recognition of additional valuation allowance.

Accounting Standards Codification 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. During this quarter, we recorded approximately $374 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 September 30, 2023, the amount of interest accrued was approximately $15 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 August 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 and nine months ended September 30, 2023 and 2022 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 August 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 September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Operating lease cost	$	915	$	637	$	2,974	$	1,912
Operating cash flows from operating leases	334		749		2,022		2,247
Right-of-use assets obtained in exchange for new operating lease liabilities	—		—		10,391		—


	September 30, 2023		December 31, 2022
Weighted average remaining lease term - operating leases (in years)	14.1		7.0
Weighted average discount rate - operating leases	11.4	%	5.9	%

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As of September 30, 2023, the annual minimum lease payments of our operating lease liabilities were as follows:


Year ending December 31,
2023 (from July 1)	$	145
2024	1,840
2025	2,055
2026	2,455
2027	2,479
After 2027	28,915
Total lease payments	37,889
Less imputed interest	(22,407)
Total recorded lease liabilities	$	15,482

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 convertible promissory notes to both Emmis (such note, the “Emmis Convertible Promissory Note”) and SG Broadcasting (such note, the “November 2019 SG Broadcasting Promissory Note”) in the amounts of $5.0 million and $6.3 million, respectively. Through December 31, 2021, there were additional borrowings from SG Broadcasting and annual interest amounts paid in kind on the Emmis Convertible Promissory Note and SG Broadcasting Promissory Notes such that the principal balances outstanding as of December 31, 2021 were $6.2 million and $27.6 million, respectively. In addition to the November 2019 SG Broadcasting Promissory Note, we issued additional promissory notes to evidence our indebtedness to SG Broadcasting (collectively with the November 2019 SG Broadcasting Promissory Note, the “SG Broadcasting Promissory Notes”).

On May 19, 2022, annual interest of $0.4 million was paid in kind and added to the principal balance of the SG Broadcasting Promissory Notes.

On July 28, 2022, SG Broadcasting exercised its right under the SG Broadcasting Promissory Notes to fully convert the outstanding principal and accrued but unpaid interest into the Company’s Class A common stock. The SG Broadcasting Promissory Notes were terminated at that time, except for the May 2021 SG Broadcasting Promissory Note, which expired on June 30, 2023, with no amounts outstanding thereunder as of December 31, 2022 or September 30, 2023.

On August 19, 2022, Emmis exercised its right under the Emmis Convertible Promissory Note to convert $30 thousand of the outstanding principal for 11 thousand shares of the Company’s Class A common stock.

On November 25, 2022, annual interest of $0.8 million was paid in kind and added to the principal balance of the Emmis Convertible Promissory Note.

On December 21, 2022, Emmis exercised its right under the Emmis Convertible Promissory Note to convert $0.9 million of the outstanding principal and $0.1 million of accrued but unpaid interest for 0.8 million shares of the Company’s Class A common stock.

Consequently, the principal amount outstanding as of December 31, 2022 and September 30, 2023 under the Emmis Convertible Promissory Note was $6.0 million.

The Company recognized interest expense of $0.4 million and $0.6 million related to the Emmis Convertible Promissory Note for the nine months ended September 30, 2023 and 2022, respectively. The Company recognized no interest expense related to the SG Broadcasting Promissory Notes for the nine months ended September 30, 2023 and $1.8 million for the nine months ended September 30, 2022.

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

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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 $1.8 million and $2.5 million, respectively, for the nine months ended September 30, 2023 and 2022. As of September 30, 2023 and December 31, 2022, unpaid cumulative dividends were $1.9 million and $0.1 million, respectively, and included in the balance of preferred stock in the accompanying condensed consolidated balance sheets.

On December 28, 2022, SG Broadcasting exercised its right to partially convert $4.0 million of the outstanding balance on the MediaCo Series A Preferred Shares for 3.3 million shares of the Company’s Class A common stock.

Management Agreement for Billboards LLC

On August 11, 2020, the board of directors of the Company unanimously authorized the entry into a certain Management Agreement (the “Billboard Agreement”) between Fairway Outdoor LLC (a subsidiary of the Company, “Fairway”) and Billboards LLC (an affiliate of Standard General, “Billboards”). Under the Billboard Agreement, Fairway will manage the billboard business of Billboards in exchange for payments of $25 thousand per quarter and reimbursement of all out-of-pocket expenses incurred by Fairway in the performance of its duties under the Billboard Agreement. The Billboard Agreement has an effective date of August 1, 2020, a term of three years, and customary provisions on limitation of liability and indemnification. $0.1 million of income was recognized and $0.2 million of out-of-pocket expenses were incurred for the nine months ended September 30, 2022 in relation to the Billboard Agreement. On December 9, 2022, in connection with the sale of the assets held by Fairway, the Billboard Agreement was terminated pursuant to mutual agreement between Fairway and Billboards.

In October 2023, we entered into agreements with five consultants that are currently employed by affiliates of Standard General. Four of the agreements have a term that expires on February 1, 2024 and are billed at hourly rates between $150 and $250 per hour. One agreement may be terminated at any time by either party and is billed at $1,000 per month, plus expenses. As of September 30, 2023, $13 thousand of fees were incurred related to these agreements.

10. SUBSEQUENT EVENTS

On October 11, 2023, Rahsan-Rahsan Lindsay, the Chief Executive Officer of the Company, resigned as an officer of the Company and as a member of the Board of Directors of the Company, both effective on such date. To facilitate the transition of Mr. Lindsay’s duties, he remained as consultant to the Company through October 31, 2023. In connection with Mr. Lindsay’s resignation, he and the Company entered into a Separation and Release Agreement, dated October 11, 2023 (the “Separation Agreement”), pursuant to which Mr. Lindsay received, upon execution of a customary release, a lump sum cash payment of $119,516, which is equal to two months of the cash portion of Mr. Lindsay’s current base salary, plus an additional amount relating to accrued paid time off. The Separation Agreement is subject to customary confidentiality, non-disparagement and other provisions. The Separation Agreement also provided that Mr. Lindsay and the Company will enter into a consulting agreement covering the period through October 31, 2023, during which Mr. Lindsay was available to provide consulting services to the Company on an as needed basis for a lump sum payment of $33,242, payable within thirty days after the date of the consulting agreement.

On October 12, 2023, the Company announced the appointment of Kudjo Sogadzi, the Company’s current Chief Operating Officer as interim President of the Company.

There were no other subsequent events other than the stock repurchases discussed in Note 1.

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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 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 March 31, 2023. 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 have classified the related assets and liabilities associated with our Fairway business as discontinued operations in our condensed consolidated balance sheets and the results of our Fairway business have been presented as discontinued operations in our consolidated statements of operations for all periods presented through December 9, 2022 as the sale represented a strategic shift in our business that had a major effect on our operations and financial results. Unless otherwise noted, discussion in the management’s discussion and analysis refers to the Company's continuing operations. See Note 2 — Discontinued Operations in our condensed consolidated financial statements for additional information.

We own and operate two radio stations located in New York City. 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 radio stations’ ability to attract audiences in demographic groups targeted by their advertisers. The Nielsen Company generally measures radio station ratings weekly for markets measured by the Portable People Meter™, which includes both of our radio stations. Because audience ratings in a radio 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 and nine months ended September 30, 2023 and 2022. The category “Other” includes, among other items, revenues related to network revenues and barter.


(dollars in thousands)	Three Months Ended September 30,								Nine Months Ended September 30,
	2023		% of Total		2022		% of Total		2023		% of Total		2022		% of Total
Net revenues:
Spot Radio Advertising	$	4,328	67.1	%	$	6,029	72.9	%	$	14,009	54.2	%	$	19,025	65.8	%
Digital	608		9.4	%	962		11.6	%	3,053		11.8	%	3,280		11.3	%
Syndication	602		9.3	%	454		5.5	%	1,812		7.0	%	1,286		4.4	%
Events and Sponsorships	293		4.5	%	143		1.7	%	4,921		19.0	%	3,185		11.0	%
Other	616		9.7	%	682		8.3	%	2,067		8.0	%	2,138		7.5	%
Total net revenues	$	6,447			$	8,270			$	25,862			$	28,914

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 down 4.6% for the nine months ended September 30, 2023, as compared to the same period of the prior year. Our gross revenues reported to Miller Kaplan were down 15.3%, as compared to the same period of the prior year. The decreases for our New York Cluster were largely driven by lower healthcare spend, which our stations benefited from more than those serving the general population in the prior year due to the targeted nature of the awareness campaigns.

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, 2022, filed with the Securities and Exchange Commission on March 31, 2023.

RESULTS OF OPERATIONS

Three-Month and Nine-Month Periods Ended September 30, 2023 compared to September 30, 2022

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 September 30,								Nine Months Ended September 30, 2023
(dollars in thousands)	2023		2022		$ Change		% Change		2023		2022		$ Change		% Change
Net revenues	$	6,447	$	8,270	$	(1,823)	(22.0)	%	$	25,862	$	28,914	$	(3,052)	(10.6)	%

Net revenues decreased for the three and nine months ended September 30, 2023 as a result of a substantial declines in healthcare spend as the COVID-19 vaccination awareness campaigns have slowed as well as in online gambling, automotive and wireless advertising spend. These decreases were partially offset for the nine months ended September 30, 2023 by stronger ticket sales and broadcast sponsorships of our annual Summer Jam concert, as well as by stronger tourism and live event advertising spend as the restrictions on travel, social gatherings, and business activities have continued to ease.

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 decreased 4.6% for the nine-month period ended September 30, 2023, as compared to the same period of the prior year. Our gross revenues reported to Miller Kaplan were down 15.3% for the nine-month period ended September 30, 2023, as compared to the same period of the prior year.

Operating expenses excluding depreciation and amortization expense:


(dollars in thousands)	Three Months Ended September 30,								Nine Months Ended September 30, 2023
(dollars in thousands)	2023		2022		$ Change		% Change		2023		2022		$ Change		% Change
Operating expenses excluding depreciation and amortization expense	$	7,175	$	6,983	$	192	2.7	%	$	25,458	$	24,930	$	528	2.1	%

Operating expenses excluding depreciation and amortization expense increased for the nine months ended September 30, 2023 compared to the same period in the prior year as lower Summer Jam production costs were partially offset by noncash lease expense related to the new office lease that commenced in February 2023 and professional service fees, which were mainly incurred during the first quarter.

Operating expenses excluding depreciation and amortization expense increased for the three months ended September 30, 2023 compared to the same period in the prior year due to noncash lease expense related to the new office lease that commenced in February 2023.

Corporate expenses:


(dollars in thousands)	Three Months Ended September 30,								Nine Months Ended September 30, 2023
(dollars in thousands)	2023		2022		$ Change		% Change		2023		2022		$ Change		% Change
Corporate expenses	$	1,095	$	1,460	$	(365)	(25.0)	%	$	3,981	$	5,286	$	(1,305)	(24.7)	%

Corporate expenses decreased for the nine months ended September 30, 2023 due to lower stock based compensation expense driven by higher stock-based bonuses awarded in the prior year, partially offset by higher professional service fees.

Corporate expenses decreased for the three months ended September 30, 2023 due to lower stock based compensation expense.

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Depreciation and amortization:


(dollars in thousands)	Three Months Ended September 30,								Nine Months Ended September 30, 2023
(dollars in thousands)	2023		2022		$ Change		% Change		2023		2022		$ Change		% Change
Depreciation and amortization	$	130	$	99	$	31	31.3	%	$	437	$	314	$	123	39.2	%

Depreciation and amortization expense increased for the three and nine months ended September 30, 2023 due to intangible software costs related to our updated websites and mobile applications placed in service in the third quarter of 2022.

Loss (gain) on disposal of assets:


(dollars in thousands)	Three Months Ended September 30,								Nine Months Ended September 30, 2023
(dollars in thousands)	2023		2022		$ Change		% Change		2023		2022		$ Change		% Change
Loss (gain) on disposal of assets	$	11	$	—	$	11	—	%	$	(28)	$	—	$	(28)	—	%

The gain on disposal of assets for the nine months ended September 30, 2023 relates to the sale of vehicles in the first quarter of 2023.

The loss on disposal of assets for the three months ended September 30, 2023 relates to disposals of assets related to our previous office location.

Operating loss:


(dollars in thousands)	Three Months Ended September 30,								Nine Months Ended September 30, 2023
(dollars in thousands)	2023		2022		$ Change		% Change		2023		2022		$ Change		% Change
Operating loss	$	(1,964)	$	(272)	$	(1,692)	622.1	%	$	(3,986)	$	(1,616)	$	(2,370)	146.7	%

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 September 30,								Nine Months Ended September 30, 2023
(dollars in thousands)	2023		2022		$ Change		% Change		2023		2022		$ Change		% Change
Interest expense, net	$	(87)	$	(1,666)	$	1,579	(94.8)	%	$	(306)	$	(5,672)	$	5,366	(94.6)	%

Interest expense, net decreased for the three and nine months ended September 30, 2023 due to the pay down in December 2022 of the senior credit facility, the conversion in July 2022 of the outstanding principal and accrued but unpaid interest of the SG Broadcasting promissory notes into the Company’s Class A common stock, and the partial conversions in August and December 2022 of $0.9 million of the outstanding principal of the Emmis convertible promissory notes into the Company’s Class A common stock, as well as a lower interest rate on the outstanding Emmis convertible promissory note after the pay down of the senior credit facility. This was partially offset by accrued interest on the Emmis convertible promissory note being paid in kind in the fourth quarter of 2022.

Provision for income taxes:


(dollars in thousands)	Three Months Ended September 30,								Nine Months Ended September 30, 2023
(dollars in thousands)	2023		2022		$ Change		% Change		2023		2022		$ Change		% Change
Provision for income taxes	$	84	$	78	$	6	7.7	%	$	234	$	227	$	7	3.1	%

Our provision for income taxes tax is primarily due to the recognition of additional valuation allowance.

Consolidated net loss:


(dollars in thousands)	Three Months Ended September 30,								Nine Months Ended September 30, 2023
(dollars in thousands)	2023		2022		$ Change		% Change		2023		2022		$ Change		% Change
Consolidated net loss	$	(2,316)	$	(2,651)	$	335	(12.6)	%	$	(4,844)	$	(9,847)	$	5,003	(50.8)	%

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

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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 September 30, 2023, we had cash, cash equivalents and restricted cash of $9.6 million and net working capital of $10.3 million. At December 31, 2022, we had cash, cash equivalents and restricted cash of $15.3 million and net working capital of $13.3 million. The decrease in cash was driven by payment of income taxes related to the gain on sale of Fairway and lower accounts receivable as sales declined in the current year.

At September 30, 2023, we had $6.0 million of promissory notes outstanding to Emmis under the Emmis Convertible Promissory Note, all of which was classified as long-term and has no debt service requirements 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 used by continuing operating activities were $3.7 million compared to cash flows provided by $3.4 million for the nine months ended September 30, 2023 and 2022, respectively. The decrease was mainly attributable to payments of income taxes, lower collections of accounts receivable in the current year, and strong collections in accounts receivable in the prior year.

Cash flows used in continuing investing activities were $1.1 million for the nine months ended September 30, 2023, 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 $1.4 million for the nine months ended September 30, 2022, attributable to purchases of internally-created software.

Cash flows used in continuing financing activities were $1.1 million for the nine months ended September 30, 2023, attributable to repurchases of our Class A common stock and settlement of tax withholding obligations. Cash flows used in continuing financing activities were $3.1 million for the nine months ended September 30, 2022, attributable to settlement of tax withholding obligations and payments of long-term debt.

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 President and Chief Operating Officer (“Interim President and COO”) and Chief Financial Officer (“CFO”).

Based upon the Controls Evaluation, our Interim President and COO and CFO concluded that as of September 30, 2023, 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 September 30, 2023 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.

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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 September 30, 2023:


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
July 1, 2023 – July 31, 2023	12,100	$	1.15	12,100	$	1,124,437
August 1, 2023 – August 31, 2023	86,516	$	0.73	86,516	$	1,061,064
September 1, 2023 – September 30, 2023	34,144	$	0.80	34,144	$	1,033,884
Total	132,760	$	0.79	132,760

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 September 30, 2023.

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)

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SIGNATURES

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


	MEDIACO HOLDING INC.

Date: November 13, 2023	By:	/s/ Ann C. Beemish
		Ann C. Beemish
		Executive Vice President, Chief Financial Officer and
		Treasurer

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