What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-09-18 compared with 2024-05-15 · 146 added, 85 removed, 68 unchanged (77% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Certain statements included in this report or in the financial statements contained herein which are not statements of historical fact, including but not limited to those identified with the words “expect,” “should,” “will” or “look” are intended to be, and are, by this Note, identified as “forward-looking statements,” as defined in the Securities Exchange Act of 1934, as amended.

Certain statements included in this report or in the financial statements contained herein that are not statements of historical fact, including but not limited to those identified with the words “expect,” “should,” “will” or “look” are intended to be, and are, by this Note, identified as “forward-looking statements,” as defined in the Securities Exchange Act of 1934, as amended.

Such statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future result, performance or achievement expressed or implied by such forward-looking statement.

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

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

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

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

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• Industry and economic trends within the U.S.

radio industry, generally, and the New York City radio industry, in particular;

radio and television industry, generally, and in the markets in which we operate, in particular;

• Our ability to successfully attract and retain on-air talent;

• Our ability to successfully produce and distribute on-air programming;

• Our ability to maintain and expand distribution platforms and station affiliations;

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

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MediaCo does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.

We own and operate two radio stations located in New York City, as well as the assets acquired in April 2024 in our transactions, with Estrella Broadcasting, Inc.

These assets include Estrella Media’s network, content, digital, and commercial operations.

Among the Estrella Media brands joining MediaCo are the EstrellaTV network and its influential linear and digital video content business, and Estrella Media’s expansive digital channels, including its four FAST channels – EstrellaTV, Estrella News, Cine EstrellaTV, and Estrella Games – and the EstrellaTV app.

We own and operate two radio stations located in New York City, which serve the New York City demographic market area that primarily targets Black, Hispanic, and multi-cultural consumers, and as a result of the Estrella Acquisition, Estrella’s network, content, digital, and commercial operations, including network affiliation and program supply agreements with Estrella for its 11 radio stations serving Los Angeles, CA, Houston, TX, and Dallas, TX and nine television stations serving Los Angeles, CA, Houston, TX, Denver, CO, and Miami, FL Among the Estrella brands that joined MediaCo are the EstrellaTV network and its influential linear and digital video content business and Estrella’s expansive digital channels, including its four FAST channels - EstrellaTV, Estrella News, Cine EstrellaTV, and Estrella Games - and the EstrellaTV app.

See Note 3 — Business Combinations in our condensed consolidated financial statements included elsewhere in this report for additional information on the Estrella Acquisition.

We derive our revenues primarily from radio, television and digital advertising sales, but we also generate revenues from events, including sponsorships and ticket sales, licensing, and syndication.

Our revenues are mostly affected by the advertising rates our entities charge, as advertising sales are the primary component of our consolidated revenues.

These rates are in large part based on our stations’ ability to attract audiences in demographic groups targeted by their advertisers.

The Nielsen Company generally measures station ratings weekly for markets measured by the Portable People Meter™.

The Nielsen Company generally measures radio station ratings weekly for markets measured by the Portable People Meter™ as well as providing television programming ratings services for the EstrellaTV network and the Estrella VIE local television stations.

Because audience ratings in a station’s local market are critical to the station’s financial success, our strategy is to use market research, advertising and promotion to attract and retain audiences in each station’s chosen demographic target group.

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In addition, it is our general policy not to preempt advertising spots paid for in cash with advertising spots paid for in trade.

The following table summarizes the sources of our revenues from continuing operations for the three months ended March 31, 2024 and 2023.

The following table summarizes the sources of our revenues from continuing operations for the three and six months ended June 30, 2024 and 2023.

The category “Other” includes, among other items, revenues related to network revenues and barter.

(dollars in thousands) Three Months Ended March 31,

2024 % of Total 2023 % of Total

(dollars in thousands) Three Months Ended June 30, Six Months Ended June 30,

2024 % of Total 2023 % of Total 2024 % of Total 2023 % of Total

Net revenues:

Spot Radio Advertising $ 4,348 64.8 % $ 4,769 65.0 %

Spot Advertising $ 17,712 67.5 % $ 4,912 40.7 % $ 22,060 67.0 % $ 9,681 49.9 %

Digital 3,409 13.0 % 1,471 12.2 % 4,271 13.0 % 2,445 12.6 %

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Total net revenues $ 26,202 $ 12,080 $ 32,908 $ 19,415

Roughly 20% of our expenses varies in connection with changes in revenue.

Roughly 20% of our expenses vary in connection with changes in revenue.

These variable expenses primarily relate to costs in our sales department, such as salaries, commissions and bad debt.

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KNOWN TRENDS AND UNCERTAINTIES

radio industry is a mature industry and its growth rate has stalled.

traditional radio and television broadcasting industries are mature industries and their growth rate has stalled.

Management believes this is principally the result of two factors:

(i) new media, such as various media distributed via the Internet, telecommunication companies and cable interconnects, as well as social networks, have gained advertising share against radio and other traditional media and created a proliferation of advertising inventory and (ii) the fragmentation of the radio audience and time spent listening caused by satellite radio, audio streaming services and podcasts has led some investors and advertisers to conclude that the effectiveness of radio advertising has diminished.

Along with the rest of the radio industry, our stations have deployed HD Radio®.

HD Radio offers listeners advantages over standard analog broadcasts, including improved sound quality and additional digital channels.

In addition to offering secondary channels, the HD Radio spectrum allows broadcasters to transmit other forms of data.

We are participating in a joint venture with other broadcasters to provide the bandwidth that a third party uses to transmit location-based data to hand-held and in-car navigation devices.

The number of radio receivers incorporating HD Radio has increased in the past few years, particularly in new automobiles.

It is unclear what impact HD Radio will have on the markets in which we operate.

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

The results of our broadcast radio operations are solely dependent on the results of our stations in the New York market.

(i) new media, such as various media distributed via the Internet, telecommunication companies and cable interconnects, as well as social networks, have gained advertising share against radio, television and other traditional media and created a proliferation of advertising inventory and (ii) the fragmentation of the radio and television audiences and time spent listening and viewing caused by satellite radio, audio and video streaming services, and podcasts has led some investors and advertisers to conclude that the effectiveness of broadcast advertising has diminished.

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

The results of our NY Audio, Digital & Events segment broadcast operations are highly dependent on the results of our stations in the New York market.

Some of our competitors that operate larger station clusters in the New York market are able to leverage their market share to extract a greater percentage of available advertising revenue through packaging a variety of advertising inventory at discounted unit rates.

Market revenues in New York as measured by Miller Kaplan Arase LLP (“Miller Kaplan”), an independent public accounting firm used by the radio industry to compile revenue information, were up 4.5% for the three months ended March 31, 2024, as compared to the same period of the prior year.

Market revenues in New York as measured by Miller Kaplan Arase LLP (“Miller Kaplan”), an independent public accounting firm used by the radio industry to compile revenue information, were up 3.5% for the six months ended June 30, 2024, as compared to the same period of the prior year.

Our gross revenues reported to Miller Kaplan were down 15.9%, as compared to the same period of the prior year.

The decreases for our New York Cluster were largely driven by lower spend in the media and financial sectors.

MediaCo relies on events to help bolster revenue and operating performance.

One of the key events is Summer Jam that occurs in June of each year.

Summer Jam is highly reliant on tickets sales and sponsorships to drive revenue.

Tickets sales are dependent on the performers and the venue chosen, which also impacts sponsorship revenue.

MediaCo is currently estimating risk around the year’s Summer Jam revenue with a potential revenue decline from 2023 in the range of $3.0 million to $3.6 million.

While this is offset by lower estimated operating costs, we are currently estimating operating profit could decline from 2023 in the range of $1.5 million to $2.1 million.

For Estrella MediaCo, as of June 27, 2024, local radio revenue was up 3% over the same period in 2023, while MAGNA, a leading global media investment and intelligence company, estimated the market would be down 6%.

Local television revenue was down 22%, versus the MAGNA market estimate of down 12%.

Audio network revenue was up 41%, versus the MAGNA market estimate of down 6%.

Television network revenue was down 5% versus the MAGNA market estimate of down 6%.

Digital revenue was up 48% versus the MAGNA market estimate of up 13%.

In total, as of June 27, 2024, Estrella MediaCo’s revenue was up 3% over the same period in 2023, in contrast with MAGNA’s estimate for the total market being down 2.7%.

According to Nielsen, from January to June 2024 the EstrellaTV network ratings were down 35% when compared to the same period in 2023, while Hispanic television viewing in general was down 19%.

Local television ratings were down 18% in the same time period for the Estrella VIE television stations, while Hispanic television viewing in those markets was down 10%.

Local radio ratings were up 3% for the Estrella VIE radio stations, while Spanish-language listenership in those markets was down 17%.

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

We also regularly review our portfolio of assets and may opportunistically dispose of or otherwise monetize assets when we believe it is appropriate to do so.

MediaCo has been impacted by the rising interest rate environment in the financial markets.

While no longer impacting our current borrowings, which are fixed rate, the cost of any potential future borrowings has been increasing.

At this time, we do not anticipate interest rates to decline.

MediaCo has been impacted by the rising interest rate environment in the financial markets, driving the interest accrued and paid on the Emmis Convertible Promissory Note to increase as well as providing uncertainty on our First Lien Term Loan and Second Lien Term Loan, which have variable interest rates.

Although the Federal Reserve has left its benchmark rate steady since July 2023 and recently has indicated a bias in favor of eventually cutting its benchmark interest rate, it also has indicated that additional rate increases in the future may be necessary to mitigate inflationary pressures, and there can be no assurance that the Federal Reserve will not make upwards adjustments to the federal funds rate in the future.

CRITICAL ACCOUNTING ESTIMATES

We have considered information available to us as of the date of issuance of these financial statements and are not aware of any specific events or circumstances that would require an update to our estimates or judgments, or a revision to the carrying value of our assets or liabilities, except for those fair value estimates related to the Estrella Acquisition (see Note 3 — Business Combinations in our condensed consolidated financial statements included elsewhere in this report for additional information).

Our estimates may change as new events occur and additional information becomes available.

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

As a result of the Estrella Acquisition, we believe the following are new critical accounting estimates.

Acquisitions and Fair Value

We account for the assets acquired and liabilities assumed in an acquisition based on their respective fair values as of the acquisition date.

The excess of the fair value of the consideration transferred over the fair value of the acquired net assets, when applicable, is recorded as goodwill.

The judgments made in determining estimated fair values assigned to assets acquired, liabilities assumed, and consideration transferred in a business combination, as well as estimated asset lives, can materially affect our condensed consolidated financial statements.

The fair values of intangible assets are determined using information available at the acquisition date based on expectations and assumptions that are deemed reasonable by management.

These fair value estimates require significant judgment with respect to market revenue, market growth rates, unit of accounting audience share, unit of accounting revenue share, the selection of appropriate discount rates, a nd other assumptions and estimates.

Such estimates and assumptions are determined based upon our business plans, general economic conditions, audience behavior, and numerous other variables.

Depending on the facts and circumstances, we may deem it necessary to engage an independent valuation expert to assist in valuing significant assets and liabilities.

Impairment of Indefinite-lived and Long-lived Assets

We review the carrying value of long-lived assets (both intangible and tangible) for potential impairment on a periodic basis and whenever events or changes in circumstances indicate the carrying value of an asset (or asset group) may not be recoverable.

We identify impairment for indefinite-lived intangible assets by comparing the fair value to its carrying value using both a market approach and income approach.

The fair value under the market approach is determined by multiplying the cash flows of the reporting unit by an estimated market multiple.

The income approach is performed using a discounted cash flow method to determine the fair value of each reporting unit.

If the carrying value of a reporting unit’s goodwill exceeds its fair value, the Company will recognize an impairment charge equal to the difference in the statement of operations

We identify impairment for long-lived assets by comparing the projected undiscounted cash flows to be generated by the asset (or asset group) to its carrying value.

If an impairment is identified, a loss is recorded that is equal to the excess of the asset's carrying value over its fair value generally utilizing a discounted cash flow analysis, and the cost basis is adjusted.

Goodwill and indefinite-lived intangible assets are reviewed for impairment at least annually and when certain impairment indicators are present.

We have historically performed our annual goodwill and indefinite-lived intangible asset impairment assessment as of October 1 each year.

Significant management judgment is required in estimating fair values in our impairment reviews and in the creation of forecasts of future operating results that are used in the discounted cash flow method of valuation.

These include, but are not limited to, estimates and assumptions regarding (1) our future cash flows, revenue, and other profitability measures such as EBITDA, (2) the long-term growth rate of our business, and (3) the determination of our weighted-average cost of capital, which is a factor in determining the discount rate.

We make these judgments based on our historical experience, relevant market size, and expected industry trends.

These assumptions are subject to change in future periods because of, among other things, additional information, financial information based on further historical experience, changes in competition, our investment decisions, and changes in macroeconomic conditions, including rising interest rates and inflation.

A change in these assumptions or the use of alternative estimates and assumptions could have a significant impact on the estimated fair value and may expose us to impairment losses.

RESULTS OF OPERATIONS

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

Three-Month and Six-Month Periods Ended June 30, 2024 compared to June 30, 2023

The following discussion refers to the Company’s continuing operations.

See Note 2 — Discontinued Operations in our condensed consolidated financial statements included elsewhere in this report for additional information.

Net revenues:

Three Months Ended March 31, 2024

(dollars in thousands) 2024 2023 $ Change % Change

Following the Estrella Acquisition, our results of operations include three reportable segments:

Estrella MediaCo Video & Digital (“EM-VD”), Estrella MediaCo Audio, Digital & Events (“EM-ADE”), and NY Audio, Digital & Events (“NY-ADE”).

The results of EstrellaTV and all of the Estrella MediaCo television operations, including digital, are included in our EM-VD segment.

The Estrella MediaCo radio, digital and events operations are included in our EM-ADE segment.

The operations of our two New York radio stations are included in our NY-ADE segment.

See Note 3 — Business Combinations in our condensed consolidated financial statements included elsewhere in this report for additional information on the Estrella Acquisition.

Net revenues:

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

Three Months Ended June 30, Six Months Ended June 30, 2024

(dollars in thousands) 2024 2023 $ Change % Change 2024 2023 $ Change % Change

EM-VD $ 8,989 $ — $ 8,989 n/a $ 8,989 $ — $ 8,989 n/a

EM-ADE 8,472 — 8,472 n/a 8,472 — 8,472 n/a

NY-ADE 8,741 12,080 (3,339) (27.6) % 15,447 19,415 (3,968) (20.4) %

Total $ 26,202 $ 12,080 $ 14,122 116.9 % $ 32,908 $ 19,415 $ 13,493 69.5 %

For our EM-VD and EM-ADE segments, net revenues increased for the three and six months ended June 30, 2024 due to the Estrella Acquisition.

For our NY-ADE segment, net revenues decreased for the three and six months ended June 30, 2024 driven by weaker sales for our annual Summer Jam concert as well as lower spend in the media, retail and beverages categories partially offset by stronger political and telecommunications spend.

We typically monitor the performance of our stations against the aggregate performance of the market in which we operate based on reports for the period prepared by Miller Kaplan.

Miller Kaplan reports are generally prepared on a gross revenues basis and exclude revenues from barter and syndication arrangements.

Miller Kaplan reported gross revenues for the New York radio market increased 4.5% for the three-month period ended March 31, 2024, as compared to the same period of the prior year.

Our gross revenues reported to Miller Kaplan were down 6.6% for the three-month period ended March 31, 2024 , as compared to the same period of the prior year.

Operating expenses excluding depreciation and amortization expense:

(dollars in thousands) Three Months Ended March 31, 2024

2024 2023 $ Change % Change

Miller Kaplan reports are generally prepared on a gross revenues basis and exclude revenues from trade and syndication arrangements.

Miller Kaplan reported that gross revenues for the New York radio market increased 3.5% for the six-month period ended June 30, 2024, as compared to the same period of the prior year.

Our gross revenues reported to Miller Kaplan were down 15.9% for the six-month period ended June 30, 2024, as compared to the same period of the prior year.

Operating expenses excluding depreciation and amortization expense:

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

(dollars in thousands) Three Months Ended June 30, Six Months Ended June 30, 2024

2024 2023 $ Change % Change 2024 2023 $ Change % Change

EM-VD $ 15,570 $ — $ 15,570 n/a $ 15,570 $ — $ 15,570 n/a

EM-ADE 9,398 — 9,398 n/a 9,398 — 9,398 n/a

NY-ADE 9,679 11,046 (1,367) (12.4) % 16,329 18,283 (1,954) (10.7) %

Total $ 34,647 $ 11,046 $ 23,601 213.7 % $ 41,297 $ 18,283 $ 23,014 125.9 %

For our EM-VD and EM-ADE segments, operating expenses excluding depreciation and amortization expense increased for the three and six months ended June 30, 2024 due to the Estrella Acquisition.

For our NY Audio segment, operating expenses excluding depreciation and amortization expense decreased for the three and six months ended June 30, 2024 compared to the same period in the prior year due to lower production costs for our annual Summer Jam concert and lower lease costs as our new office lease commenced in February 2023 and the prior office lease did not terminate until the third quarter of 2023.

Corporate expenses:

(dollars in thousands) Three Months Ended March 31, 2024

2024 2023 $ Change % Change

(dollars in thousands) Three Months Ended June 30, Six Months Ended June 30, 2024

2024 2023 $ Change % Change 2024 2023 $ Change % Change

Corporate expenses $ 3,445 $ 1,002 $ 2,443 243.8 % $ 6,835 $ 2,886 $ 3,949 136.8 %

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

Depreciation and amortization:

(dollars in thousands) Three Months Ended March 31, 2024

2024 2023 $ Change % Change

Corporate expenses increased for the three and six months ended June 30, 2024 due to higher professional service fees driven by the Estrella Acquisition, partially offset by lower salary and stock based compensation expenses.

Depreciation and amortization:

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

Gain on disposal of assets:

(dollars in thousands) Three Months Ended March 31, 2024

2024 2023 $ Change % Change

Gain on disposal of assets $ — $ (39) $ 39 — %

The gain on disposal of assets for the three months ended March 31, 2023 related to the sale of vehicles in the first quarter of 2023.

There were no such disposals in the current year.

Operating loss:

(dollars in thousands) Three Months Ended March 31, 2024

2024 2023 $ Change % Change

(dollars in thousands) Three Months Ended June 30, Six Months Ended June 30, 2024

2024 2023 $ Change % Change 2024 2023 $ Change % Change

EM-VD $ 1,014 $ — $ 1,014 n/a $ 1,014 $ — $ 1,014 n/a

EM-ADE 279 — 279 n/a 279 — 279 n/a

NY-ADE 138 148 (10) (6.8) % 271 307 (36) (11.7) %

Total $ 1,431 $ 148 $ 1,283 866.9 % $ 1,564 $ 307 $ 1,257 409.4 %

For our EM-VD and EM-ADE segments, depreciation and amortization expense increased for the three and six months ended June 30, 2024 due to the Estrella Acquisition.

For our NY Audio segment, depreciation and amortization expense decreased for the three and six months ended June 30, 2024 due to certain assets becoming fully depreciated in the prior year.

Loss (gain) on disposal of assets:

(dollars in thousands) Three Months Ended June 30, Six Months Ended June 30, 2024

2024 2023 $ Change % Change 2024 2023 $ Change % Change

EM-ADE $ 5 $ — $ 5 n/a $ 5 $ — $ 5 n/a

NY-ADE — — — n/a — (39) 39 (100.0) %

Total $ 5 $ — $ 5 n/a $ 5 $ (39) $ 44 (112.8) %

The gain on disposal of assets for the six months ended June 30, 2023 related to the sale of vehicles in the first quarter of 2023, while there were minimal disposals in the current year.

Operating loss:

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

(dollars in thousands) Three Months Ended June 30, Six Months Ended June 30, 2024

2024 2023 $ Change % Change 2024 2023 $ Change % Change

EM-VD $ (7,595) $ — $ (7,595) n/a $ (7,595) $ — $ (7,595) n/a

EM-ADE (1,210) — (1,210) n/a (1,210) — (1,210) n/a

NY-ADE (1,076) 886 (1,962) (221.4) % (1,153) 864 (2,017) (233.4) %

All other (3,445) (1,002) (2,443) 243.8 % (6,835) (2,886) (3,949) 136.8 %

Total $ (13,326) $ (116) $ (13,210) 11,387.9 % $ (16,793) $ (2,022) $ (14,771) 730.5 %

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

Interest expense, net:

(dollars in thousands) Three Months Ended March 31, 2024

2024 2023 $ Change % Change

(dollars in thousands) Three Months Ended June 30, Six Months Ended June 30, 2024

2024 2023 $ Change % Change 2024 2023 $ Change % Change

Interest expense, net $ (3,782) $ (116) $ (3,666) 3,160.3 % $ (3,918) $ (219) $ (3,699) 1,689.0 %

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

Interest expense, net increased for the three and six months ended June 30, 2024 due to the additional long-term debt related to the Estrella Acquisition.

Change in fair value of warrant shares liabilities:

(dollars in thousands) Three Months Ended June 30, Six Months Ended June 30, 2024

2024 2023 $ Change % Change 2024 2023 $ Change % Change

Change in fair value of warrant shares liabilities $ (31,027) $ — $ (31,027) n/a $ (31,027) $ — $ (31,027) n/a

Change in fair value of warrant shares liabilities is driven by the increase in MediaCo’s share price from $2.50 at the initial recognition of the warrant shares liability to $3.60 as of June 30, 2024.

Provision for income taxes:

(dollars in thousands) Three Months Ended March 31, 2024

2024 2023 $ Change % Change

(dollars in thousands) Three Months Ended June 30, Six Months Ended June 30, 2024

2024 2023 $ Change % Change 2024 2023 $ Change % Change

Provision for income taxes $ 182 $ 75 $ 107 142.7 % $ 266 $ 150 $ 116 77.3 %

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Consolidated net loss:

(dollars in thousands) Three Months Ended March 31, 2024

2024 2023 $ Change % Change

(dollars in thousands) Three Months Ended June 30, Six Months Ended June 30, 2024

2024 2023 $ Change % Change 2024 2023 $ Change % Change

Consolidated net loss $ (48,307) $ (421) $ (47,886) 11374.3 % $ (51,984) $ (2,528) $ (49,456) 1956.3 %

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

See “Net revenues,” “Operating expenses excluding depreciation and amortization,” "Depreciation and amortization," "Loss (gain) on disposal of assets," “Corporate expenses,” “Interest expense,” and “Change in fair value of warrant shares liability” above.

LIQUIDITY AND CAPITAL RESOURCES

Our primary sources of liquidity are cash provided by operations and our At Market Issuance Sales Agreement.

Our primary uses of capital have been, and are expected to continue to be, capital expenditures, working capital and acquisitions.

At March 31, 2024 , we had cash, cash equivalents and restricted ca sh of $7.2 million and negative working capital of $(1.4) million .

The Company’s primary sources of liquidity are cash provided by operations, availability under our First Lien Credit Agreement, and our At Market Issuance Sales Agreement.

Primary uses of capital have been, and are expected to continue to be, capital expenditures, debt service obligations, working capital and acquisitions.

At June 30, 2024 , the Company had cash, cash equivalents and restricted ca sh of $12.4 million and negative working capital of $(11.1) million .

At December 31, 2023, we had cash, cash equivalents and restricted cash of $7.1 million and net working capital of $2.2 million.

The decrease in net working capital was driven by accrued expenses related to the Estrella transaction.

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

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

Cash flows provided by continuing operating activities were $0.4 million compared to cash flows provided by $0.8 million for the three months ended March 31, 2024 and 2023, respectivel y.

The decrease was mainly attributable to changes in working capital.

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

C ash flows used in continuing investing activities were $0.5 million for the three months ended March 31, 2023, attributable to purchases of internally-created software.

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

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

In the 2023 Form 10-K filed on April 1, 2024, the Company stated that it had substantial doubt about its ability to continue as a going concern within one year after the date the financial statements were issued.

As a result of the consummation of the transactions contemplated by the asset purchase agreement and related debt and equity issuances discussed in Note 10 to these condensed consolidated financial statements, the conditions described in the 2023 Form 10-K that raised substantial doubt about whether the Company would continue as a going concern no longer exist.

The decrease in net working capital was driven by accrued expenses and deferred revenue assumed, partially offset by accounts receivable and the current portion of programming rights acquired, in the Estrella Acquisition.

The Company has experienced diminished revenues and profitability, driven in part by weaker Summer Jam sales, and expects these conditions to continue for an undetermined period of time.

Management has considered these circumstances in assessing the Company’s liquidity over the next year.

Liquidity is a measure of an entity’s ability to meet potential cash requirements, maintain its assets, fund its operations, and meet the other general cash needs of its business.

The Company’s liquidity is impacted by general economic, financial, competitive, and other factors beyond its control.

The Company’s liquidity requirements consist primarily of funds necessary to pay its expenses, principally debt service and operational expenses, such as labor costs, and other related expenditures.

The Company generally satisfies its liquidity needs through cash provided by operations.

In addition, the Company has taken steps to enhance its ability to fund its operational expenses by reducing various costs and is prepared to take additional steps as necessary.

At June 30, 2024, we had $6.5 million outstanding to Emmis under the Emmis Convertible Promissory Note (as defined in Note 10), all of which is classified as current and has debt service obligations of approximately $7.3 million due under its Emmis Convertible Promissory Note from September 18, 2024 (the date of issuance of these financial statements) through September 18, 2025.

In September 2024, the Company entered into the First Amendment of the First Lien Credit Agreement, with White Hawk Capital Partners, LP, which provides for $7.5 million of additional Delayed Draw Term Loan Commitments for Delayed Draw Term Loans, and waives the requirement for mandatory prepayment of any net proceeds received as a result of any equity issuances, up to $7.3 million.

As a result of this amendment, management anticipates the Company will be able to meet its liquidity needs for the next twelve months with cash and cash equivalents on hand, additional draws on its First Lien Term Loan, and projected cash flows from operations.

Therefore, substantial doubt has been alleviated about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued.

As part of its business strategy, the Company continually evaluates potential acquisitions of businesses that it believes hold promise for long-term appreciation in value and leverage our strengths.

Operating Activities

Cash flows used in continuing operating activities were $24.7 million compared to $3.7 million for the six months ended June 30, 2024 and 2023, respectivel y.

The increase in the use of cash in continuing operating activities was mainly attributable to lower net income as well as increased working capital requirements driven by the Estrella Acquisition.

Investing Activities

Cash flows used in continuing investing activities were $7.0 million for the six months ended June 30, 2024, attributable to cash paid, net of cash received, for the Estrella Acquisition, as well as capital expenditures related to our NY Audio digital platform project and our build out of our new space for radio operations and corporate offices.

C ash flows used in continuing investing activities were $0.9 million for the six months ended June 30, 2023, attributable to capital expenditures related to our NY Audio digital platform project and our build out of our new space for radio operations and corporate offices.

Financing Activities

Cash flows provided by continuing financing activities were $37.0 million for the six months ended June 30, 2024, attributable to proceeds from the First Lien Term Loan, partially offset by payments of debt issuance costs and settlement of tax withholding obligations.

Cash flows used in continuing financing activities were $1.0 million for the six months ended June 30, 2023, attributable to repurchases of our Class A common stock and settlement of tax withholding obligations.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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What changed 10-Q

Item 2. Management’s Discussion and Analysis