Mediaco Holding Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS MEDIACO HOLDING INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended March 31, (in thousands, except per share amounts) 2024 2023 NET REVENUES $ 6,706 $ 7,335 OPERATING EXPENSES: Operating expenses excluding depreciation and amortization expense 6,650 7,237 Corporate expenses 3,390 1,884 Depreciation and amortization 133 159 Gain on disposal of assets — ( 39 ) Total operating expenses 10,173 9,241 OPERATING LOSS ( 3,467 ) ( 1,906 ) OTHER INCOME (EXPENSE): Interest expense, net ( 136 ) ( 103 ) Other (expense) income 10 129 Total other (expense) income ( 126 ) 26 LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES ( 3,593 ) ( 1,880 ) PROVISION FOR INCOME TAXES 84 75 NET LOSS FROM CONTINUING OPERATIONS ( 3,677 ) ( 1,955 ) DISCONTINUED OPERATIONS: Loss from discontinued operations before income taxes — ( 152 ) Income tax benefit from discontinued operations — — NET LOSS FROM DISCONTINUED OPERATIONS — ( 152 ) CONSOLIDATED NET LOSS ( 3,677 ) ( 2,107 ) PREFERRED STOCK DIVIDENDS 723 590 NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS $ ( 4,400 ) $ ( 2,697 ) Net loss per share attributable to common shareholders - basic and diluted: Continuing operations $ ( 0.18 ) $ ( 0.10 ) Discontinued operations $ — $ ( 0.01 ) Net loss per share attributable to common shareholders - basic and diluted: $ ( 0.18 ) $ ( 0.11 ) Weighted average common shares outstanding: Basic 25,080 24,718 Diluted 25,080 24,718 The accompanying notes are an integral part of these unaudited condensed consolidated statements. -3- Table of Contents MEDIACO HOLDING INC. CONDENSED CONSOLIDATED BALANCE SHEETS March 31, 2024 December 31, 2023 (in thousands, except share data) (Unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 3,960 $ 3,817 Restricted cash 1,354 1,337 Accounts receivable, net of allowance for credit losses of $ 378 and $ 353 , respectively 6,684 6,675 Prepaid expenses 2,240 891 Other current assets 874 1,188 Total current assets 15,112 13,908 PROPERTY AND EQUIPMENT, NET 1,473 1,380 INTANGIBLE ASSETS, NET 64,663 64,593 OTHER ASSETS: Operating lease right of use assets 13,529 13,614 Deposits and other 2,177 1,996 Total other assets 15,706 15,610 Total assets $ 96,954 $ 95,491 LIABILITIES AND EQUITY CURRENT LIABILITIES: Accounts payable and accrued expenses $ 6,662 $ 2,625 Current maturities of long-term debt 6,458 6,458 Accrued salaries and commissions 688 539 Deferred revenue 828 557 Operating lease liabilities 1,634 1,444 Income taxes payable — 65 Other current liabilities 225 29 Total current liabilities 16,495 11,717 LONG TERM DEBT, NET OF CURRENT — — OPERATING LEASE LIABILITIES, NET OF CURRENT 14,329 14,333 DEFERRED INCOME TAXES 2,850 2,775 OTHER NONCURRENT LIABILITIES 513 502 Total liabilities 34,187 29,327 COMMITMENTS AND CONTINGENCIES SERIES A CUMULATIVE CONVERTIBLE PARTICIPATING PREFERRED STOCK, $ 0.01 PAR VALUE, 10,000,000 SHARES AUTHORIZED; 286,031 SHARES ISSUED AND OUTSTANDING 29,477 28,754 EQUITY: Class A common stock, $ 0.01 par value; authorized 170,000,000 shares; issued and outstanding 20,578,568 shares and 20,741,865 shares at March 31, 2024, and December 31, 2023, respectively 206 210 Class B common stock, $ 0.01 par value; authorized 50,000,000 shares; issued and outstanding 5,413,197 shares at March 31, 2024, and December 31, 2023 54 54 Class C common stock, $ 0.01 par value; authorized 30,000,000 shares; none issued — — Additional paid-in capital 60,578 60,294 Accumulated deficit ( 27,548 ) ( 23,148 ) Total equity 33,290 37,410 Total liabilities and equity $ 96,954 $ 95,491 The accompanying notes are an integral part of these unaudited condensed consolidated statements. -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, 2023 20,741,865 $ 210 5,413,197 $ 54 $ 60,294 $ ( 23,148 ) $ 37,410 Net loss — — — — — ( 3,677 ) ( 3,677 ) Issuance of class A to employees, officers and directors, net ( 151,993 ) ( 4 ) — — 291 — 287 Repurchase of class A common shares ( 11,304 ) — — — ( 7 ) — ( 7 ) Preferred stock dividends — — — — — ( 723 ) ( 723 ) BALANCE, MARCH 31, 2024 20,578,568 $ 206 5,413,197 $ 54 $ 60,578 $ ( 27,548 ) $ 33,290 BALANCE, DECEMBER 31, 2022 20,443,138 $ 207 5,413,197 $ 54 $ 59,817 $ ( 13,102 ) $ 46,976 Net loss — — — — — ( 2,107 ) ( 2,107 ) Issuance of class A to employees, officers and directors, net 564,548 6 — — 363 — 369 Repurchase of class A common shares ( 395,813 ) ( 6 ) — — ( 565 ) — ( 571 ) Preferred stock dividends — — — — — ( 590 ) ( 590 ) BALANCE, MARCH 31, 2023 20,611,873 $ 207 5,413,197 $ 54 $ 59,615 $ ( 15,799 ) $ 44,077 The accompanying notes are an integral part of these unaudited condensed consolidated statements. -5- Table of Contents MEDIACO HOLDING INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Three Months Ended March 31, (in thousands) 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES: Consolidated net loss $ ( 3,677 ) $ ( 2,107 ) Less: Loss from discontinued operations, net of tax — 152 Adjustments to reconcile net loss to net cash provided by operating activities - Depreciation and amortization 133 159 Noncash lease expense 85 651 Allowance for credit losses 25 ( 20 ) Provision for deferred income taxes 75 75 Noncash compensation 364 634 Other noncash items 2 82 Changes in assets and liabilities Accounts receivable ( 34 ) 1,402 Prepaid expenses and other current assets ( 1,035 ) ( 432 ) Other assets ( 331 ) — Accounts payable and accrued liabilities 4,210 104 Deferred revenue 271 383 Operating lease liabilities 186 ( 398 ) Income taxes ( 29 ) — Other liabilities 167 133 Net cash provided by continuing operating activities 412 818 Net cash provided by discontinued operating activities — 160 Net cash provided by operating activities 412 978 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment ( 26 ) ( 237 ) Purchases of internally-created software ( 146 ) ( 312 ) Net cash used in continuing investing activities ( 172 ) ( 549 ) Net cash used in discontinued investing activities — — Net cash used in investing activities ( 172 ) ( 549 ) CASH FLOWS FROM FINANCING ACTIVITIES: Repurchases of class A common stock ( 7 ) ( 571 ) Settlement of tax withholding obligations ( 73 ) ( 109 ) Net cash used in continuing financing activities ( 80 ) ( 680 ) Net cash used in discontinued financing activities — ( 38 ) Net cash used in financing activities ( 80 ) ( 718 ) CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 160 ( 289 ) CASH, CASH EQUIVALENTS AND RESTRICTED CASH: Beginning of period 7,071 15,301 End of period 7,231 15,012 Less: Cash, cash equivalents and restricted cash of discontinued operations — — Cash, cash equivalents and restricted cash of continuing operations at end of period $ 7,231 $ 15,012 The accompanying notes are an integral part of these unaudited condensed consolidated statements. -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, as well as certain assets that we acquired in April 2024. See Note 10 for additional information. We derive our revenues primarily from radio and digital advertising sales, but we also generate revenues from events, including sponsorships and ticket sales, licensing, and syndication. Unless the context otherwise requires, references to “we”, “us” and “our” refer to MediaCo and its subsidiaries. Basis of Presentation and Consolidation Our condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All significant intercompany balances and transactions have been eliminated. In the opinion of management, all adjustments necessary for fair presentation (including normal recurring adjustments) have been included. Going Concern The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Pursuant to Accounting Standards Codification (“ASC”) Topic 205-40, Going Concern , the Company is required to evaluate whether there is substantial doubt about its ability to continue as a going concern within one year of the date of issuance of these financial statements (May 15, 2024). Based on its current projections of future cash flows, current financial condition, sources of liquidity and debt service obligations due on or before May 15, 2025, the Company believes it has the ability to meet its obligations for at least one year from the date of issuance of these condensed consolidated financial statements. In the 2023 Form 10-K filed on April 1, 2024, the Company stated that it had substantial doubt about its ability to continue as a going concern within one year after the date the financial statements were issued. As a result of the consummation of the transactions contemplated by the asset purchase agreement and related debt and equity issuances discussed in Note 10, the conditions described in the 2023 Form 10-K that raised substantial doubt about whether the Company would continue as a going concern no longer exist. Cash, Cash Equivalents and Restricted Cash MediaCo considers time deposits, money market fund shares and all highly liquid debt investment instruments with original maturities of three months or less to be cash equivalents. At times, such deposits may be in excess of FDIC insurance limits. Restricted cash at March 31, 2024 and December 31, 2023 consisted of $ 1.4 million and $ 1.3 million, respectively, held in escrow related to the Company's disposition of the Fairway business, classified in current assets, and $ 1.9 million as of March 31, 2024 and December 31, 2023 held as collateral for a letter of credit entered into in connection with the lease in New York City for our radio operations and corporate offices, which expires in October 2039, and included in the line item Deposits and Other in the condensed consolidated balance sheets. Fair Value Measurements Fair value is the exchange price to sell an asset or transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The Company uses market data or assumptions market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs may be readily observable, corroborated by market data, or generally unobservable. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. We have no assets or liabilities for which fair value is measured on a recurring basis using Level 3 inputs. The Company has certain assets that are measured at fair value on a non-recurring basis including those described in Note 3, Intangible Assets, and are adjusted to fair value only when the carrying values are more than the fair values. The categorization of the framework used to price the assets is considered a Level 3 measurement due to the subjective nature of the unobservable inputs used to determine the fair value (see Note 3 for more discussion). The Company’s long-term debt is not actively traded and is considered a Level 3 measurement. The Company believes the current carrying value of its long-term debt approximates its fair value. -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 periods ended March 31, 2024 and 2023 was as follows: Three Months Ended March 31, 2024 2023 Beginning Balance $ 353 $ 122 Change in Provision 25 ( 20 ) Write Offs — — Ending Balance $ 378 $ 102 Estimates The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. The Company has considered information available to it as of the date of issuance of these financial statements and is not aware of any specific events or circumstances that would require an update to its estimates or judgments, or a revision to the carrying value of its assets or liabilities. These estimates may change as new events occur and additional information becomes available. Actual results could differ materially from these estimates. Earnings Per Share Our basic and diluted net loss per share is computed using the two-class method. The two-class method is an earnings allocation that determines net income per share for each class of common stock and participating securities according to their participation rights in dividends and undistributed earnings or losses. Shares of Series A preferred stock include rights to participate in dividends and distributions to common stockholders on an if-converted basis, and accordingly are considered participating securities. During periods of undistributed losses, however, no effect is given to our participating securities since they are not contractually obligated to share in the losses. We have elected to determine the earnings allocation based on income (loss) from continuing operations. For periods with a loss from continuing operations, all potentially dilutive items were anti-dilutive and thus basic and diluted weighted-average shares are the same. The following is a reconciliation of basic and diluted net loss per share attributable to Class A and Class B common shareholders: Three Months Ended March 31, 2024 2023 Numerator: Loss from continuing operations $ ( 3,677 ) $ ( 1,955 ) Less: Preferred stock dividends ( 723 ) ( 590 ) Loss from continuing operations available to common shareholders ( 4,400 ) ( 2,545 ) Loss from discontinued operations, net of income taxes — ( 152 ) Net loss attributable to common shareholders $ ( 4,400 ) $ ( 2,697 ) Denominator: Weighted-average shares of common stock outstanding — basic and diluted 25,080 24,718 Earnings per share of common stock attributable to common shareholders: Net loss per share attributable to common shareholders - basic and diluted: Continuing operations $ ( 0.18 ) $ ( 0.10 ) Discontinued operations — ( 0.01 ) Net loss per share attributable to common shareholders - basic and diluted: $ ( 0.18 ) $ ( 0.11 ) -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 three-month periods ended March 31, 2024 or 2023. For the three month period ended March 31, 2024, we repurchased under a share repurchase plan 11,304 shares of Class A common stock for an immaterial amount. The following convertible equity shares and restricted stock awards were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive. Three Months Ended March 31, (in thousands) 2024 2023 Convertible Emmis promissory note 9,423 4,742 Series A convertible preferred stock 41,546 20,926 Restricted stock awards 146 194 Total anti-dilutive shares 51,115 25,862 Recent Accounting Pronouncements Not Yet Implemented In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which is intended to enhance the transparency and decision usefulness of income tax disclosures by enhancing information about how an entity’s operations and related tax risks and its tax planning and operation opportunities affect its tax rate and prospects for future cash flows. This guidance is effective for fiscal years beginning after December 31, 2024, with early adoption permitted. Adoption allows for prospective application, with retrospective application permitted. We are currently assessing the impact this standard will have on our condensed consolidated financial statements, including, but not limited to, our income taxes footnote disclosure. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures to update reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. This update is effective beginning with the Company’s 2024 fiscal year annual reporting period, with early adoption permitted. We are currently assessing the impact this standard will have on our condensed consolidated financial statements. 2. DISCONTINUED OPERATIONS On December 9, 2022, Fairway entered into the Purchase Agreement with the Purchaser. The transactions contemplated by the Purchase Agreement closed as of the date of the Purchase Agreement. The purchase price was $ 78.6 million, subject to certain customary adjustments, paid at closing in cash. The sale resulted in a pre-tax gain of $ 46.9 million in the fourth quarter of 2022. In accordance with ASC 205-20-S99-3, Allocation of Interest to Discontinued Operations , the Company elected to allocate interest expense to discontinued operations where the debt is not directly attributed to the Fairway business. Interest expense was allocated based on a ratio of net assets discontinued to the sum of consolidated net assets plus consolidated debt. In addition, upon closing we entered into a transition service agreement with the Purchaser to support the operations after the divestiture for immaterial fees. This agreement commenced with the close of the transaction and was terminated at the end of the initial term in February 2023. The financial results of Fairway are presented as income from discontinued operations on our condensed consolidated statements of operations. The following table presents the financial results of Fairway: -9- Table of Contents Three Months Ended March 31, 2024 2023 Net revenues $ — $ — OPERATING EXPENSES Operating expenses excluding depreciation and amortization expense — 152 Total operating expenses — 152 (Loss) income from operations of discontinued operations — ( 152 ) Interest and other, net — — Loss from discontinued operations, before income taxes — ( 152 ) Income tax benefit (expense) — — Loss from discontinued operations, net of income taxes $ — $ ( 152 ) 3. INTANGIBLE ASSETS As of March 31, 2024 and December 31, 2023, intangible assets consisted of the following: March 31, 2024 December 31, 2023 Indefinite-lived intangible assets FCC licenses $ 63,266 $ 63,266 Definite-lived intangible assets Software 1,397 1,327 Total $ 64,663 $ 64,593 Valuation of Indefinite-lived Broadcasting Licenses In accordance with ASC Topic 350, Intangibles—Goodwill and Other, the Company’s FCC licenses are considered indefinite-lived intangibles; therefore, they are not subject to amortization, but are tested for impairment at least annually as discussed below. The carrying amounts of the Company’s FCC licenses were $ 63.3 million as of March 31, 2024 and December 31, 2023. Pursuant to our accounting policy, stations in a geographic market cluster are considered a single unit of accounting. The stations perform an annual impairment test of indefinite-lived intangibles as of October 1 of each year. When indicators of impairment are present, we will perform an interim impairment test. There have been no indicators of impairment since we performed our annual impairment assessment as of October 1, 2023 and therefore there has been no need to perform an interim impairment assessment. Future impairment tests may result in additional impairment charges in subsequent periods. Fair value of our FCC licenses is estimated to be the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To determine the fair value of our FCC licenses, the Company considers both income and market valuation methods when it performs its impairment tests. Under the income method, the Company projects cash flows that would be generated by its unit of accounting assuming the unit of accounting was commencing operations in its market at the beginning of the valuation period. This cash flow stream is discounted to arrive at a value for the FCC license. The Company assumes the competitive situation that exists in its market remains unchanged, with the exception that its unit of accounting commenced operations at the beginning of the valuation period. In doing so, the Company extracts the value of going concern and any other assets acquired, and strictly values the FCC license. Major assumptions involved in this analysis include market revenue, market revenue growth rates, unit of accounting audience share, unit of accounting revenue share and discount rate. Each of these assumptions may change in the future based upon changes in general economic conditions, audience behavior, consummated transactions, and numerous other variables that may be beyond our control. The projections incorporated into our license valuations take into consideration then current economic conditions. Under the market method, the Company uses recent sales of comparable radio stations for which the sales value appeared to be concentrated entirely in the value of the license, to arrive at an indication of fair value. When evaluating our radio broadcasting licenses for impairment, the testing is performed at the unit of accounting level as determined by ASC Topic 350-30-35. In our case, radio stations in a geographic market cluster are considered a single unit of accounting. -10- Table of Contents Definite-lived intangibles The following table presents the weighted-average useful life at March 31, 2024, and the gross carrying amount and accumulated amortization at March 31, 2024 and December 31, 2023, for our definite-lived intangible assets: March 31, 2024 December 31, 2023 Weighted Average Remaining Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Software 4.1 $ 1,733 $ 336 $ 1,397 $ 1,583 $ 256 $ 1,327 The software was developed internally by our radio operations and represents our updated website and mobile application, which offer increased functionality and opportunities to grow and interact with our audience. They cost $ 1.7 million to develop and useful lives of five years and seven years were assigned to the application and website, respectively. Total amortization expense from definite-lived intangible assets for each of the three months ended March 31, 2024 and 2023 was $ 0.1 million. The Company estimates amortization expense each of the next five years as follows: Year ending December 31, Amortization Expense 2024 (from April 1) $ 260 2025 347 2026 347 2027 304 2028 133 After 2028 6 Total $ 1,397 4. REVENUE The Company generates revenue from the sale of services including, but not limited to: (i) on-air commercial broadcast time, (ii) non-traditional revenues including event-related revenues and event sponsorship revenues, and (iii) digital advertising. Payments received from advertisers before the performance obligation is satisfied are recorded as deferred revenue. Substantially all deferred revenue is recognized within twelve months of the payment date. We do not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. Advertising revenues presented in the condensed consolidated financial statements are reflected on a net basis, after the deduction of advertising agency fees, usually at a rate of 15 % of gross revenues. Spot Radio Advertising On-air broadcast revenue is recognized when or as performance obligations under the terms of a contract with a customer are satisfied. This typically occurs over the period of time that advertisements are provided, or as an event occurs. Revenues are reported at the amount the Company expects to be entitled to receive under the contract. Payments received from advertisers before the performance obligation is satisfied are recorded as deferred revenue in the condensed consolidated balance sheets. Substantially all deferred revenue is recognized within twelve months of the payment date. Digital Digital revenue relates to revenue generated from the sale of digital marketing services (including display advertisements and video pre-roll and sponsorships) to advertisers on Company-owned websites and from revenue generated from content distributed across other digital platforms. Digital revenues are generally recognized as the digital advertising is delivered. Syndication Syndication revenue relates to revenue generated from the sale of rights to broadcast shows we produce as well as revenues from syndicated shows we broadcast for a fee. Syndication revenues are generally recognized ratably over the term of the contract. Events and Sponsorships Events and Sponsorships revenues principally consist of ticket sales and sponsorship of events our stations conduct in their local market. These revenues are recognized when our performance obligations are fulfilled, which generally coincides with the occurrence of the related event. -11- Table of Contents Other Other revenue includes barter revenue, network revenue, talent fee revenue and other revenue. The Company provides advertising broadcast time in exchange for certain products and services, including on-air radio programming. These barter arrangements generally allow the Company to preempt such bartered broadcast time in favor of advertisers who purchase time for cash consideration. These barter arrangements are valued based upon the Company’s estimate of the fair value of the products and services received. Revenue is recognized on barter arrangements when we broadcast the advertisements. Advertisements delivered under barter arrangements are typically aired during the same period in which the products and services are consumed. The Company also sells certain remnant advertising inventory to third-parties for cash, and we refer to this as network revenue. The third-parties aggregate our remnant inventory with other broadcasters’ remnant inventory for sale to third parties, generally to large national advertisers. This network revenue is recognized as we broadcast the advertisements. Talent fee revenue are fees earned for appearances by our talent, which is recognized when our performance obligations are fulfilled, which generally coincides with the occurrence of the related appearance. Other revenue is comprised of brand integrations, custom on-air shows, or other amounts earned that do not fit in any other category and are recognized when our performance obligations are fulfilled. Disaggregation of revenue The following table presents the Company’s revenues disaggregated by revenue source: Three Months Ended March 31, 2024 % of Total 2023 % of Total Revenue by Source: Spot Radio Advertising $ 4,348 64.8 % $ 4,769 65.0 % Digital 862 12.9 % 974 13.3 % Syndication 598 8.9 % 605 8.2 % Events and Sponsorships 121 1.8 % 156 2.1 % Other 777 11.6 % 831 11.4 % Total net revenues $ 6,706 $ 7,335 5. LONG-TERM DEBT Long-term debt was comprised of the note payable to Emmis of $ 6.5 million at March 31, 2024 and December 31, 2023 and was classified as current at March 31, 2024 and December 31, 2023 as the note matures within the next 12 months. Emmis Convertible Promissory Note The Emmis Convertible Promissory Note (as defined below) carries interest at a base rate equal to the interest on any senior credit facility, including any applicable paid in kind rate, or if no senior credit facility is outstanding, of 6.0 %, plus an additional 1.0 % on any payment of interest in kind and, without regard to whether the Company pays such interest in kind, an additional increase of 1.0 % following the second anniversary of the date of issuance and additional increases of 1.0 % following each successive anniversary thereafter. The Company has been accruing interest since inception using the rate applicable if the interest will be paid in kind. The Emmis Convertible Promissory Note is convertible, in whole or in part, into MediaCo Class A common stock at the option of Emmis and at a strike price equal to the thirty-day volume weighted average price of the MediaCo Class A common stock on the date of conversion. The Emmis Convertible Promissory Note matures on November 25, 2024. As of March 31, 2024, the principal balance outstanding under the Emmis Convertible Promissory Note was $ 6.5 million. Based on amounts outstanding at March 31, 2024, mandatory principal payments of long-term debt are $ 6.5 million in 2024. 6. REGULATORY, LEGAL AND OTHER MATTERS From time to time, our stations are parties to various legal proceedings arising in the ordinary course of business. In the opinion of management of the Company, however, there are no legal proceedings pending against the Company that we believe are likely to have a material adverse effect on the Company. On September 15, 2023, the Company received a notification letter from the Nasdaq Listing Qualifications Department (the “Staff”) notifying the Company that, because the closing bid price for the Company's Class A common stock was below $1.00 for 30 consecutive business days, the Company no longer met the minimum bid price requirement for continued listing on The Nasdaq Capital Market under Nasdaq Marketplace Rule 5550(a)(2), requiring a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”). -12- Table of Contents In accordance with Nasdaq Listing Rule 5810(c)(3)(A)(ii), the Company was given 180 calendar days, or until March 13, 2024, to regain compliance with the Minimum Bid Price Requirement. The Company did not achieve compliance during that period. On March 14, 2024, the Company received a notification letter from the Staff notifying the Company that that it had been granted an additional 180 days, or until September 9, 2024, to regain compliance with the Minimum Bid Price Requirement, based on meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on The Nasdaq Capital Market with the exception of the bid price requirement, and the Company’s written notice of its intention to cure the deficiency during the second compliance period. On April 17, 2024, the Company received a notification letter from the Staff indicating that the Company has regained compliance with Nasdaq’s Minimum Bid Price Requirement and the matter is closed. 7. INCOME TAXES The effective tax rate for the three months ended March 31, 2024 and 2023 was 2 % and 4 %, respectively. Our effective tax rate for the three months ended March 31, 2024 differs from the statutory tax rate primarily due to the recognition of additional valuation allowance. ASC paragraph 740-10 clarified the accounting for uncertainty in income taxes by prescribing a recognition threshold and measurement attribute of the financial statement recognition and measurement of a tax position taken or expected to be taken within a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest benefit that reaches greater than 50% likelihood of being realized upon ultimate settlement. In 2023, we recorded approximately $ 390 thousand of gross tax liability for uncertain tax positions related to federal and state income tax returns filed. Additionally, we recognize accrued interest and penalties related to unrecognized tax benefits as components of our income tax provision. As of March 31, 2024, the amount of interest accrued was approximately $ 34 thousand, which did not include the federal tax benefit of interest deductions. 8. LEASES We determine if an arrangement is a lease at inception. We have operating leases for office space and tower space expiring at various dates through October 2039. Some leases have options to extend and some have options to terminate. Operating leases are included in operating lease right-of-use assets, current operating lease liabilities, and noncurrent operating lease liabilities in our condensed consolidated balance sheets. Operating lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate if it is readily determinable. Our lease terms may include options to extend or terminate the lease, which we treat as exercised when it is reasonably certain and there is a significant economic incentive to exercise that option. Operating lease expense for operating lease assets is recognized on a straight-line basis over the lease term. Variable lease payments, which represent lease payments that vary due to changes in facts or circumstances occurring after the commencement date other than the passage of time, are expensed in the period in which the obligation for these payments was incurred. None of our leases contain variable lease payments. We elected not to apply the recognition requirements of ASC 842, Leases , to short-term leases, which are deemed to be leases with a lease term of twelve months or less. Instead, we recognized lease payments in the condensed consolidated statements of operations on a straight-line basis over the lease term and variable payments in the period in which the obligation for these payments was incurred. We elected this policy for all classes of underlying assets. Short-term lease expense recognized in the three months ended March 31, 2024 and 2023 was not material. On November 18, 2022, the Company entered into a lease agreement in New York City for our radio operations and corporate offices with a lease commencement date of February 1, 2023 and a noncancellable lease term through October 2039. This resulted in a right of use asset of $ 10.4 million and an operating lease liability of $ 10.4 million when recorded at lease commencement. The impact of operating leases to our condensed consolidated financial statements was as follows: Three Months Ended March 31, 2024 2023 Operating lease cost $ 634 $ 952 Operating cash flows from operating leases 280 750 Right-of-use assets obtained in exchange for new operating lease liabilities — 10,391 -13- Table of Contents March 31, 2024 December 31, 2023 Weighted average remaining lease term - operating leases (in years) 13.8 14.0 Weighted average discount rate - operating leases 11.5 % 11.4 % As of March 31, 2024, the annual minimum lease payments of our operating lease liabilities were as follows: Year ending December 31, 2024 (from April 1) $ 1,382 2025 2,053 2026 2,453 2027 2,477 2028 2,500 After 2028 26,560 Total lease payments 37,425 Less imputed interest ( 21,462 ) Total recorded lease liabilities $ 15,963 9. RELATED PARTY TRANSACTIONS Transaction Agreement with Emmis and SG Broadcasting On June 28, 2019, MediaCo entered into a Contribution and Distribution Agreement with Emmis Communications Corporation (“Emmis”) and SG Broadcasting, pursuant to which (i) Emmis contributed the assets of its radio stations WQHT-FM and WBLS-FM, in exchange for $ 91.5 million in cash, a $ 5.0 million note and 23.72 % of the common stock of MediaCo, (ii) Standard General purchased 76.28 % of the common stock of MediaCo, and (iii) the common stock of MediaCo received by Emmis was distributed pro rata in a taxable dividend to Emmis’ shareholders on January 17, 2020. The common stock of MediaCo acquired by Standard General is entitled to ten votes per share and the common stock acquired by Emmis and distributed to Emmis’ shareholders is entitled to one vote per share. Convertible Promissory Notes As a result of the transaction described above, on November 25, 2019, we issued a convertible promissory notes to Emmis (such note, the “Emmis Convertible Promissory Note”) in the amount of $ 5.0 million. Through December 31, 2022, there were annual interest amounts paid in kind on the Emmis Convertible Promissory Note such that the principal balances outstanding as of December 31, 2022 was $ 6.0 million. For the year ended December 31, 2023, interest of $ 0.5 million was paid-in-kind and added to the principal balance outstanding. Consequently, the principal amount outstanding as of December 31, 2023 and March 31, 2024 under the Emmis Convertible Promissory Note was $ 6.5 million. The Company recognized interest expense of $ 0.2 million and $ 0.1 million related to the Emmis Convertible Promissory Note for the three months ended March 31, 2024 and 2023, respectively. The terms of these Emmis Convertible Promissory Note is described in Note 5. Convertible Preferred Stock On December 13, 2019, in connection with the purchase of our Outdoor Advertising segment, the Company issued to SG Broadcasting 220,000 shares of MediaCo Series A Convertible Preferred Stock. MediaCo Series A Preferred Shares rank senior in preference to the MediaCo Class A common stock, MediaCo Class B common stock, and the MediaCo Class C common stock. Pursuant to the Articles of Amendment, the ability of the Company to make distributions with respect to, or make a liquidation payment on, any other class of capital stock in the Company designated to be junior to, or on parity with, the MediaCo Series A Preferred Shares, will be subject to certain restrictions, including that (i) the MediaCo Series A Preferred Shares shall be entitled to receive the amount of dividends per share that would be payable on the number of whole common shares of the Company into which each share of MediaCo Series A Preferred Share could be converted, and (ii) the MediaCo Series A Preferred Shares, upon any liquidation, dissolution or winding up of the Company, shall be entitled to a preference on the assets of the Company. Issued and outstanding shares of MediaCo Series A Preferred Shares shall accrue cumulative dividends, payable in kind, at an annual rate equal to the interest rate on any senior debt of the Company (see Note 5), or if no senior debt is outstanding, 6 %, plus additional increases of 1 % on December 12, 2020 and each anniversary thereof. On December 13, 2022, dividends of $ 3.4 million were paid in kind. The payment in kind increased the accrued value of the preferred stock and 80,000 additional shares were issued as part of this payment. -14- Table of Contents MediaCo Series A Preferred Shares are redeemable for cash at the option of SG Broadcasting at any time on or after June 12, 2025, and so the shares are classified outside of permanent equity. The Series A Preferred Shares are also convertible into shares of Class A common stock at the option of SG Broadcasting, with the number of shares of common stock determined by dividing the original contribution, plus accrued dividends, by the 30-day volume weighted average share price of Class A common shares. The Series A Preferred Shares are participating securities and we calculate earnings per share using the two-class method. Dividends on Series A Convertible Preferred Stock held by SG Broadcasting were $ 0.7 million and $ 0.6 million, respectively, for the three months ended March 31, 2024 and 2023. As of March 31, 2024 and December 31, 2023, unpaid cumulative dividends were $ 0.9 million and $ 0.2 million, respectively, and included in the balance of preferred stock in the accompanying condensed consolidated balance sheets. On April 16, 2024, SG Broadcasting exercised its right to entirely convert $ 29.6 million of the outstanding balance on the MediaCo Series A Preferred Shares for 20.7 million shares of the Company’s Class A common stock. Consulting Agreements & Other Activity In October 2023, we entered into agreements with five consultants that are currently employed by affiliates of Standard General. One of the agreements had a term that expired on February 1, 2024 and was billed at an hourly rate of $ 125 per hour. Three of the agreements have a term that expires on May 31, 2024 and are billed at rates of $ 6,000 , $ 8,400 , and $ 12,000 per month. One agreement may be terminated at any time by either party and is billed at $ 18,000 per month, plus expenses. For the three months ended March 31, 2024, $ 0.2 million of fees were incurred related to these agreements. In March 2024, we made payments of $ 15,000 to the National Association of Investment Companies, of which a member of our board of directors is the President & CEO. 10. SUBSEQUENT EVENTS On April 17, 2024, MediaCo, and its wholly-owned subsidiary MediaCo Operations LLC, a Delaware limited liability company (“Purchaser”), entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Estrella Broadcasting, Inc., a Delaware corporation (“Estrella”), and SLF LBI Aggregator, LLC, a Delaware limited liability company (“Aggregator”) and affiliate of HPS Investment Partners, LLC (“HPS”), pursuant to which Purchaser purchased substantially all of the assets of Estrella and its subsidiaries (other than certain broadcast assets owned by Estrella and its subsidiaries (the “Estrella Broadcast Assets”)) (the “Purchased Assets”), and assumed substantially all of the liabilities (the “Assumed Liabilities”) of Estrella and its subsidiaries. Estrella operates seven television stations located in California, Texas, New York, Colorado, Illinois, and Florida as well as 12 radio stations in California and Texas. MediaCo provided the following consideration for the Purchased Assets: i. A warrant (the “Warrant”) to purchase up to 28,206,152 shares of MediaCo’s Class A Common Stock, par value $ 0.01 per share (“Class A Common Stock”); ii. 60,000 shares of a newly designated series of MediaCo’s preferred stock designated as “Series B Preferred Stock” (the “Series B Preferred Stock”); iii. A term loan in the principal amount of $ 30.0 million under the Second Lien Credit Agreement (as defined below) (the “Second Lien Term Loan”); and iv. An aggregate cash payment in the amount of approximately $ 30.0 million to be used, in part, for the repayment of certain indebtedness of Estrella and payment of certain Estrella transaction expenses. Other key terms and agreements related to this transaction are summarized below. Option Agreement On April 17, 2024, in connection with the Transactions contemplated by the Asset Purchase Agreement (the “Transactions”), MediaCo and Purchaser entered into an Option Agreement (the “Option Agreement”) with Estrella and certain subsidiaries of Estrella pursuant to which (i) Purchaser was granted the option to purchase 100 % of the equity interests of certain subsidiaries of Estrella holding the Estrella Broadcast Assets (the “Option Subsidiaries Equity”) in exchange for 7,051,538 shares of Class A Common Stock, and (ii) Estrella was granted the right to put the Option Subsidiaries Equity to Purchaser for the same consideration beginning six months after the date of the closing of the Transactions (the “Closing Date”). The Option Agreement is subject to FCC approval. -15- Table of Contents First Lien Term Loan In order to finance the Transactions, MediaCo and its direct and indirect subsidiaries entered into a maximum $ 45.0 million first lien term loan credit facility, dated April 17, 2024 (the “First Lien Credit Agreement”), with White Hawk Capital Partners, LP, as term agent thereunder, and the lenders party thereto. Under the terms of the First Lien Credit Agreement, MediaCo received an initial term loan of $ 35.0 million on April 17, 2024 (the “Initial Loan”) and was provided with a subsequent delayed draw facility of up to $ 10.0 million that may be provided for additional working capital purposes under certain conditions (the “Delayed Draw” and the loans thereunder, the “Delayed Draw Term Loans”). The Initial Loan and Delayed Draw Term Loans are collectively referred to as the “First Lien Term Loans.” The proceeds of the Initial Loan were used to finance the Transactions, pay off certain existing indebtedness in connection therewith and pay related fees and transaction costs. The Initial Loan will mature on April 17, 2029, and each Delayed Draw Term Loan will mature on the date that is two years after the drawing of such Delayed Draw Term Loan. First Lien Term Loans will be subject to monthly amortization payments equal to 0.8333 % of the initial principal amount of the First Lien Term Loans, and monthly interest payments at a rate of SOFR + 6.00 %. The Delayed Draw Term Loans have an unused lien fee of 1 % and a delayed draw term loan upfront fee of 3 %. As of May 9, 2024, $ 5 million remains to be drawn on the Delayed Draw Term Loans. The First Lien Term Loans are subject to a borrowing base in accordance with the terms of the First Lien Credit Agreement. Second Lien Term Loan In addition, MediaCo and its direct and indirect subsidiaries entered into a $ 30.0 million second lien term loan credit facility, dated April 17, 2024 (the “Second Lien Credit Agreement”), with HPS as term agent, and the lenders party thereto. Under the terms of the Second Lien Credit Agreement, MediaCo was deemed to receive the Second Lien Term Loan of $ 30.0 million on April 17, 2024 in exchange for the Transactions. The Second Lien Term Loan will mature on April 17, 2029 and will be subject to monthly interest payments at a rate of SOFR + 6.00 %. The Second Lien Term Loans are subject to a borrowing base in accordance with the terms of the Second Lien Credit Agreement. MediaCo is currently paying the variable SOFR interest in cash while the fixed rate portion is paid in-kind. Network Affiliation and Supply Agreements On April 17, 2024, in connection with the Transactions, Purchaser entered into a Network Program Supply Agreement (the “Network Program Supply Agreement”) with certain subsidiaries of Estrella that operate radio broadcast stations (the “Radio Stations”). Pursuant to the Network Program Supply Agreement, Purchaser has agreed to license certain programs and other material to the Radio Stations for distribution on the Radio Stations’ broadcast channels. On April 17, 2024, in connection with the Transactions, Purchaser entered into a Network Affiliation Agreement (the “Network Affiliation Agreement”) with certain subsidiaries of Estrella that operate television broadcast stations (the “TV Stations”). Pursuant to the Network Affiliation Agreement, Purchaser has agreed to license certain programs and other material to the TV Stations for distribution on the TV Stations’ broadcast channels. There were no other subsequent events other than the conversion of MediaCo Series A Preferred Shares for shares of the Company’s Class A common stock discussed in Note 9. -16- Table of Contents