Mediaco Holding Inc. 10-Q

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. -3- Table of Contents 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. -4- Table of Contents 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. -5- Table of Contents 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. -6- Table of Contents 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. -7- Table of Contents 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 ) -8- Table of Contents 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: -9- Table of Contents 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. -10- Table of Contents 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. -11- Table of Contents 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 -12- Table of Contents 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. -13- Table of Contents 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 % -14- Table of Contents 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. -15- Table of Contents 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. -16- Table of Contents