SECURITIES AND EXCHANGE COMMISSION
(Mark One)
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| x | Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 |
for the Fiscal Year EndedDecember 31, 20202023
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| o | Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 |
Commission File Number 001-39029
(Exact name of registrant as specified in its charter)
INDIANA
Indiana
(State of incorporation or organization)
(I.R.S. Employer Identification No.)
ONE EMMIS PLAZA
40 MONUMENT CIRCLE
SUITE 700
INDIANAPOLIS, INDIANA 46204
395 Hudson Street, Floor 7
New York, New York 10014
(Address of principal executive offices)
(317) 266-0100
(212) 229-9797
(Registrant’s Telephone Number, Including Area Code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
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| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
Class A common stock, $0.01 par value | MDIA | Nasdaq Capital Market |
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐o No ☒x Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐o No ☒x Indicate by check mark whether the registrant (1) has filed all documents and reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒x No ☐o Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒x No ☐o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer | ☐
o | | Accelerated filer | ☐
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Non-accelerated filer | ☐
x | | Smaller reporting company | ☒
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| | | Emerging Growth Company | ☒
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. ☐o Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.o
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐o No ☒x The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant, as of June 30,
2020,2023, the last business day of the Registrant’s most recently completed second fiscal quarter, was
$7,698,041.$23,670,214.
The number of shares outstanding of each of MediaCo Holding Inc.’s classes of common stock, as of March
23, 2021,21, 2024, was:
1,998,051
20,594,481 Class A Common Shares, $.01 par value
5,413,197 Class B Common Shares, $.01 par value
____
— Class C Common Shares, $.01 par value
DOCUMENTS INCORPORATED BY REFERENCE
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| Documents | Form 10-K Reference |
Proxy Statement for 20212024 Annual Meeting of Shareholders expected to be filed withinby April 29, 2024 (the day that is 120 days after the last day of the registrant’s 2023 fiscal year) | Part III |
MEDIACO HOLDING INC. AND SUBSIDIARIES
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Unless the context requires otherwise, all references in this report to “MediaCo,” “the Company,” “we,” “our,” “us,” and similar terms refer to MediaCo Holding Inc. and its consolidated subsidiaries.
FORWARD-LOOKING STATEMENTS
This report includes or incorporates forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. You can identify these forward-looking statements by our use of words such as “intend,” “plan,” “may,” “will,” “project,” “estimate,” “anticipate,” “believe,” “expect,” “continue,” “potential,” “opportunity” and similar expressions, whether in the negative or affirmative. Such forward-looking statements, which speak only as of the date hereof, are based on managements’ estimates, assumptions and beliefs regarding our future plans, intentions and expectations. We cannot guarantee that we will achieve these plans, intentions or expectations. All statements regarding our expected financial position, business, results of operations and financing plans are forward-looking statements.
Actual results or events could differ materially from the plans, intentions or expectations disclosed in the forward-looking statements we make. We have included important facts in various cautionary statements in this report that we believe could cause our actual results to differ materially from forward-looking statements that we make. These include, but are not limited to, the factors described in Part I, Item 1A, “Risk Factors.”
The forward-looking statements do not reflect the potential impact of any future acquisitions, mergers or dispositions. We undertake no obligation to update or revise any forward-looking statements because of new information, future events or otherwise.
PART I
ITEM 1.
BUSINESS.BUSINESS
MediaCo Holding Inc. (“MediaCo” or the “Company”) is an Indiana corporationowned 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), 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 are 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 Emmis Communications Corporation (“Emmis”) to facilitatethe 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 consolidated balance sheets and the results of our Fairway business have been presented as discontinued operations in our consolidated statements of operations for all periods presented through December 9, 2022 as the sale
ofrepresented a
controlling intereststrategic shift in
Emmis’ radio stations WQHT-FMour business that had a major effect on our operations and
WBLS-FM (the “Stations”) to SG Broadcasting LLC (“SG Broadcasting”), an affiliate of Standard General L.P. (“Standard General”) pursuant to an agreement entered into on June 28, 2019. The sale (the “Transaction”) closed on November 25, 2019. On November 26, 2019, the registration of the Company’s Class A common stock was declared effective, and the Company became subjectfinancial results. Unless otherwise noted, discussion herein refers to the periodic filing requirements of public registrants. As of December 31, 2019, all of the Company’s Class A common stock was held by Emmis and all the Company’s Class B common stock was held by SG Broadcasting. On January 17, 2020, Emmis distributed the Class A common stock pro rata to Emmis’ shareholders, making MediaCo a publicly traded company listed on the Nasdaq Capital Market.Company's continuing operations. See Note 2 — Discontinued Operations in our consolidated financial statements included elsewhere in this report for additional information.
Unless the context otherwise requires, references to “we”, “us” and “our” refer to MediaCo
after giving effect to the contribution of the Stations by Emmis, as well as to the Stations while they were wholly owned by Emmis. Prior to November 25, 2019, MediaCo had not conducted any business as a separate company and
had no assets or liabilities. The operations of the Stations contributed to us by Emmis on November 25, 2019, are presented as if they were our operations for all historical periods described and at the carrying value of such assets and liabilities reflected in Emmis’ books and records.On December 9, 2019, the Company’s Board of Directors approved the assumption from an affiliate of SG Broadcasting of an agreement to purchase FMG Valdosta, LLC and FMG Kentucky, LLC (“Fairway Outdoor”) from Fairway Outdoor Advertising Group, LLC (the “Fairway Acquisition”). Closing of the Fairway Acquisition occurred on December 13, 2019. FMG Valdosta, LLC and FMG Kentucky, LLC are outdoor advertising businesses that operate advertising displays principally across Kentucky, West Virginia, Florida and Georgia.
Our assets primarily consist of two radio stations, WQHT-FM and WBLS-FM, which serve the New York City metropolitan area, as well as approximately 3,300 advertising structures in the Southeast (Valdosta) region and Mid-Atlantic (Kentucky) region of the United States. We derive our revenues primarily from radio and outdoor advertising sales, but we also generate revenues from events, including sponsorships and ticket sales.
On October 25, 2019, in order to more closely align our operations and internal controls with standard market practice, our Board of Directors approved the change in our fiscal year end from the last day in February to December 31.
its subsidiaries.
We are committed to improving the operating results of our core assets while simultaneously seeking future growth opportunities in new
businesses.radio and other complementary broadcast or other businesses that focus predominately on multi-cultural audiences in the national and digital advertising spaces. Our strategy is focused on the following operating principles:
Develop unique and compelling content and strong
local brands
Our established
localnationally recognized media brands have achieved and sustained a leading position in their respective
local market segments over many
years. Knowledgeyears, with each having a strong brand identity that reaches beyond its local footprint. The knowledge of the New York market and consistently producing unique and compelling content that meets the needs of our target audiences are critical to our success. As such, we make substantial investments in areas such as market research, data analysis and creative talent to ensure that our content remains relevant
and fresh, has a meaningful impact on the communities we serve and reinforces the core brand image of each respective property.
Extend the reach and relevance of our local brands through digital platforms
In recent years, we have placed substantial emphasis on enhancing the distribution of our radio content through digital and mobile platforms. We believe these digital platforms offer excellent opportunities to further enhance the relationships we have with our audiences by allowing them to consume and share our content in new ways and providing us with new distribution channels for one-to-one communication with
them.our end user.
Deliver results to advertisers
Competition for advertising revenue is
intensehighly competitive and becoming more
so.so as the overall market has declined due to shifts in the way advertising dollars are directed. To remain competitive, we focus on sustaining and growing our radio audiences, optimizing our pricing strategy and developing innovative marketing programs for our clients that allow them to interact with our audiences in more direct and measurable ways. These programs often include elements such as
on-air endorsements, events, contests, special promotions, Internet advertising, email marketing, interactive mobile advertising and online video. Our ability to deploy multi-touchpoint marketing programs allows us to deliver a stronger return-on-investment for our clients while simultaneously generating ancillary revenue streams for our media properties.
Extend sales efforts into new market segments
Given the competitive pressures in many of our “traditional” advertising categories, we have been expanding our network of advertiser relationships into not-for-profits, political advertising, corporate philanthropy, environmental initiatives and government agencies. These efforts
in our radio segment primarily focus on the health care and education sectors. We believe our capabilities can address these clients’ under-served needs.
Enhance the efficiency of our operations
We believe it is essential that we operate our businesses as efficiently as possible. We regularly review our business operations and reduce costs or realign resources as necessary. We have also invested in technology solutions to help further streamline our business processes.
Pursue acquisition and investment opportunities
We may pursue acquisitions or other investment opportunities in a variety of media-related businesses as well as a variety of other industries and market sectors. We believe that consummating such acquisitions and investments can be a valuable tool in our efforts to grow our business.
Leverage the power of the brands
We believe our brands are well integrated within the Hip Hop and R&B marketplace. We will continue to expand our national reach on each of our brands through the digital, streaming, syndication and licensing arenas. Our celebrity talent has broad national and international influence and are integrated into key cultural moments, which help amplify our brands.
In the following table, “Market Rank by Revenue” is the ranking of the market revenue size of the principal radio market served by our stations among all radio markets in the United States. Market revenue rankings are from BIA’s Investing In Radio
2020,2023, fourth edition. “Ranking in Primary Demographic Target” is the ranking of the station within its designated primary demographic target among all radio stations in its market based on the
January 2021December 2023 Nielsen Audio, Inc. (“Nielsen”) Portable People Meter results.
A “t” indicates the station tied with another station for the stated ranking. “Station Audience Share” represents a percentage generally computed by dividing the average number of persons in the primary demographic listening to a particular station during specified time periods by the average number of such persons in the primary demographic for all stations in the market area as determined by Nielsen.
| STATION AND MARKET | | MARKET RANK BY REVENUE | | | FORMAT | | PRIMARY DEMOGRAPHIC TARGET AGES | | RANKING IN PRIMARY DEMOGRAPHIC TARGET | | STATION AUDIENCE SHARE | STATION AND MARKET | | MARKET RANK BY REVENUE | | FORMAT | | PRIMARY DEMOGRAPHIC TARGET AGES | | RANKING IN PRIMARY DEMOGRAPHIC TARGET | | STATION AUDIENCE SHARE |
New York, NY | | | 2 | | | | | | | | | |
WQHT-FM | | | | | | Hip-Hop | | 18-34 | | 3 | | 6.8 |
WBLS-FM | | | | | | Urban Adult Contemporary | | 25-54 | | 6t | | 4.7 |
| WQHT(FM) | |
| WQHT(FM) | |
| WQHT(FM) | | | | | Hip-Hop | | 18-34 | | 10 | | 3.9 |
| WBLS(FM) | | WBLS(FM) | | | | Urban Adult Contemporary | | 25-54 | | 8 | | 4.0 |
Our stations derive their advertising revenue from local and regional
spot radio and digital advertising in the marketplaces in which they operate, as well as from the sale of national advertising. Local and most regional sales are made by a station’s sales staff. National sales are made by firms specializing in such sales, which are compensated on a commission-only basis. We believe that the volume of national advertising revenue tends to adjust to shifts in a station’s audience share position more rapidly than does the volume of local and regional advertising revenue. During the year ended December 31,
2020,2023, approximately
16%17% of our total
spot radio advertising revenues were derived from national sales and
84%83% were derived from local sales.
Our stations are involved with numerous events in the market in which we operate, that support the local community, entertain our audiences, and better connect our listeners with our stations and our advertisers. In most cases, a third party produces the event, which we help promote, and we sell certain sponsorship opportunities to our advertisers. In these situations, we do not bear financial risk on the success of the event. In limited cases, such as Hot 97's Summer Jam, we produce the event, including securing the performing artists and venue, and are primarily responsible for the financial risk and reward, including ticket and sponsorship sales associated with the event.
OUTDOOR ADVERTISING
As of December 31, 2020, we owned and operated approximately 3,532 billboard advertising displays in 4 states. Our outdoor advertising businesses generally derive approximately 74% of billboard advertising net revenues from bulletin rentals, 15% from poster rentals, and 11% from digital billboard rentals.
Bulletins are large, advertising structures (the most common size is fourteen feet high by forty-eight feet wide, or 672 square feet) consisting of panels on which advertising copy is displayed. We wrap advertising copy printed with computer-generated graphics on a single sheet of vinyl around the structure. To attract more attention, some of the panels may extend beyond the linear edges of the display face and may include three-dimensional embellishments. Because of their greater impact and higher cost, bulletins are usually located on major highways and target vehicular traffic. At December 31, 2020, we operated approximately 1,145 bulletinstructures with a total of 2,736 faces.
We generally lease individually-selected bulletin space to advertisers for the duration of the contract (customarily 12 months). We also lease bulletins as part of a rotary plan under which we rotate the advertising copy from one bulletin location to another within a particular market at stated intervals (usually every sixty to ninety days) to achieve greater reach within that market.
Posters are smaller advertising structures (the most common size is eleven feet high by twenty-three feet wide, or 250 square feet; we also operate junior posters, which are five feet high by eleven feet wide, or 55 square feet). Poster panels utilize a single flexible sheet of polyethylene material that inserts onto the face of the panel. Posters are concentrated on major traffic arteries and target vehicular traffic, and junior posters are concentrated on city streets and target hard-to-reach pedestrian traffic and nearby residents. At December 31, 2020, we operated approximately349 poster displays with a total of768 faces.
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We generally lease poster space for 4 to 52 weeks; determined by the advertiser’s campaign needs. Posters are sold in packages of Target Rating Point (“TRP”) levels, which determine the percentage of a target audience an advertiser needs to reach. A package may include a combination of poster locations in order to meet reach and frequency campaign goals.
In addition to the traditional static displays, we also rent digital billboards. Digital billboards are large electronic light emitting diode (“LED”) displays (the most common sizes are fourteen feet high by forty-eight feet wide, or 672 square feet; ten and a half feet high by thirty six feet wide, or 378 square feet; and ten feet high by twenty-one feet wide, or 210 square feet) that are generally located on major traffic arteries and city streets. Digital billboards are capable of generating over one billion colors and vary in brightness based on ambient conditions. They display completely digital advertising copy from various advertisers in a slide show fashion, rotating each advertisement approximately every 6 to 8 seconds. At December 31, 2020, our inventory included 22 digital display billboards with a total of 28 faces. We own the physical structures on which the advertising copy is displayed. We build the structures on locations we either own or lease.
In the majority of our markets, our local production staffs perform the full range of activities required to create and install billboard advertising displays. Production work includes creating the advertising copy design and layout, coordinating its printing and installing the designs on the displays. Our design staff uses state-of-the-art technology to prepare creative, eye-catching displays for our tenants. We can also help with the strategic placement of advertisements throughout an advertiser’s market by using software that allows us to analyze the target audience and its demographics. Our artists also assist in developing marketing presentations, demonstrations and strategies to attract new tenant advertisers. Production revenue accounts for approximately 5% of the outdoor advertising business.
We believe that the growth of new technologies not only presents challenges, but also opportunities for broadcasters. The primary challenge is increased competition for the time and attention of our listeners. The primary opportunity is to further enhance the relationships we already have with our listeners by expanding products and services offered by our radio stations
to adjacent areas of entertainment, including streaming, gaming, and sports, and to increase
distribution to in-home devices like smart speakers, as well as portable devices like smartphones.audience reach via connected devices.
We believe that to be successful, we must be integrally involved in the communities we serve. We see ourselves as community partners. To that end, our radio stations
and outdoor businesses participate in many community programs, fundraisers and activities that benefit a wide variety of causes. Charitable organizations that have been the beneficiaries of our support include, among others,
Hip Hop has Heart, the Harlem Chamber of Commerce, the Sarcoidosis Foundation, New York Cares, American AIDS Foundation and the Queens Police Service Area Community Counsel.
The National Association of Broadcasters Education Foundation recognized WQHT-FM We have embarked on a relationship with the Universal Hip Hop Museum, which is currently under construction in New York for its outreach after Hurricane Sandy, both for the news coverage it provided and the relief efforts it organized in the weeks after the storm. In 2017, WBLS-FM won a national Crystal Award from the National Association of Broadcasters.
INDUSTRY INVOLVEMENT
We have an active leadership role in a wide range of industry organizations. Our senior executives have served in various capacities with industry associations, including as directors of the National Association of Broadcasters, the Radio Advertising Bureau, the Nielsen Audio Advisory Council, and the Media Financial Management Association. Our chief executive officer has been honored with the National Association of Broadcasters' "National Radio Award," was named Radio Ink's "Radio Executive of the Year," and was named the 2017 recipient of the Broadcasters Foundation of America's "Lowry Mays Excellence in Broadcasting Award." In 2018, our chief financial officer was awarded Media Financial Management's "Rainmaker Award" recognizing his efforts and contributions in helping Media Financial Management's growth initiatives. Our other management and on-air personalities have won numerous industry awards.
City.
Radio broadcasting stations compete with the other broadcasting stations in their respective market areas, as well as with other advertising media such as newspapers, cable, magazines, outdoor advertising, transit advertising, the Internet, satellite radio,
streaming services, direct marketing, and mobile and wireless device marketing. Competition within the broadcasting industry occurs primarily in individual market areas, so that a station in one market (e.g., New York) does not generally compete with stations in other markets (e.g., Los Angeles). Our stations face competition from other stations with substantial financial resources, including stations targeting the same demographic groups. In addition to management experience, factors that are material to competitive position include the station's rank in its market in terms of the number of listeners, authorized power, assigned frequency, audience characteristics, local program acceptance and the number and characteristics of other stations in the market area. We attempt to improve our competitive position with programming and promotional campaigns aimed at the demographic groups targeted by our stations. We also seek to improve our position through sales efforts designed to attract advertisers that have done little or no radio advertising by emphasizing the effectiveness of radio advertising in increasing the advertisers' revenues.
The policies and rules of the FCC permit certain joint ownership and joint operation of local stations. Our radio stations take advantage of these joint arrangements when appropriate in an effort to lower operating costs and to offer advertisers more attractive rates and services. Although we believe that each of our stations can compete effectively in its market, there can be no assurance that either of our stations will be able to maintain or increase its current audience ratings or advertising revenue market share.
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Although the broadcasting industry is highly competitive, barriers to entry exist. The operation of a broadcasting station in the United States requires a license from the FCC. Also, the number of stations that can operate in a given market is limited by the availability of the frequencies that the FCC will license in that market, as well as by the FCC's multiple ownership rules regulating the number
and types of stations that may be owned or controlled by
a single entity, and cross ownership rules which limit the types of media properties in any given market that can be owned by the same person or company.
Although the outdoor advertising industry has encountered a wave of consolidation, the industry remains fragmented. The industry is comprised of several large outdoor advertising and media companies with operations in multiple markets, as well as smaller, local companies like us that operate a limited number of structures in one or a few local markets.
In selecting the form of media through which to advertise, advertisers evaluate their ability to target audiences having a specific demographic profile, lifestyle, brand or media consumption or purchasing behavior, or audiences located in, or traveling through, a particular geography. Advertisers also compare the relative costs of available media, evaluating the number of impressions (potential viewings), exposure (the opportunity for advertising to be seen) and circulation (traffic volume in a market), as well as potential effectiveness, quality of related services (such as advertising copy design and layout) and customer service. In competing with other media, we believe that
both radio
and outdoor advertising are relativelyis more cost-efficient than other media, allowing advertisers to reach broader audiences and target specific geographic areas or demographic groups within markets.
Additionally, the strength of our digital reach and brand recognition allows us to compete for national digital advertising dollars.
HUMAN CAPITAL RESOURCES
Our mission is to connect brands and consumers by delivering innovative advertising insights and solutions while enhancing our communities. We believe that our strong emphasis on salessuccess is dependent upon successful execution of this mission, and customer servicea critical component in achieving this mission is attracting, motivating and retaining great people who allow us to continue to find new and innovative ways to serve our customers and our position as a major provider ofcommunities. We believe our key human capital management objective is to attract, retain and develop the highest quality talent and subject matter experts in the sectors we operate. We believe an alignment between talent and strategy is key to scaling the business.
At December 31, 2023, we had 116 full-time and part-time employees, compared to 141 at December 31, 2022, at which earlier date 49 employees were employed in our disposed outdoor advertising services in eachbusiness.
To facilitate talent attraction and retention, we strive to create strong teams and vibrant culture at every level of our primary markets enables usorganization through our core values of integrity, innovation, excellence and safety. We also strive to compete effectively withoffer a fair and competitive compensation and benefits program, foster a community where everyone feels included and empowered to do their best work, provide a safe workplace, and give employees the other outdoor advertising companies,opportunity to give back to their communities and make a social impact. We believe people can achieve their full potential when they enjoy their work, so it is our priority to provide a workplace where growth, success and fun go hand in hand. We are implementing annual goal-setting and performance management processes to ensure the mission is executed, while ensuring transparency.
Code of Business Conduct
We are deeply committed to promoting a culture of ethical conduct and compliance. Our Code of Business Conduct and Ethics, which applies to all employees as well as officers and all members of the Board, reinforces our core values and helps drive our workplace culture of compliance with ethical standards, integrity and accountability. Training on the Code is mandatory upon employment and is provided on an annual basis. Highlights from our Code include a no retaliation policy for anyone who, acting in good faith, notifies us of a possible violation of the Code, our policies or the law; a commitment to human rights and labor protections in all of our operations, and the expectation that our business partners uphold the same standards; and an anti-corruption policy that prohibits offering, attempting to offer, authorizing or promising any bribe or kickback for the purpose of obtaining or retaining business or an unfair advantage.
Compensation and Benefits Programs
Our compensation and benefits programs are designed to attract and reward talented individuals who possess the skills necessary to support our business objectives, assist in the achievement of our strategic goals and create long-term value for our stockholders. We provide competitive packages to address the needs of the individuals we employ to ensure we have alignment with culture, expectations and value driven results. Our sales employees are incentivized through sales commission programs. Our executives and certain other
media, within those markets.EMPLOYEES
As of December 31, 2020, WQHT-FMemployees receive long-term equity awards that vest over time. We believe that a compensation program with both short-term and WBLS-FM leased their employees from Emmis’ wholly owned subsidiary, Emmis Operating Company (“EOC”) under anlong-term awards provides fair and competitive compensation and aligns employee leasing arrangement (the “Employee Leasing Agreement”). As of December 31, 2020, approximately 50 full-timeand stockholder interests.
We also provide our employees and approximately 84their families with access to a variety of healthcare and insurance benefits, qualified spending accounts, retirement savings plans and various other benefits.
Diversity and Inclusion
We are an equal opportunity employer and are committed to providing a work environment that is free of discrimination and harassment. We respect and embrace diversity of thought and experience and believe that a diverse workforce produces more innovative insights and solutions, resulting in better products and services for our customers. As we bring brands face-to-face with people, we believe our teams need to be as diverse in their composition and outlook as the audiences we reach every day, and we work together to create an inclusive environment where everyone can bring their true selves to work. We work on building teams that reflect the life experiences of those we serve. Our teams align with our mission and values; of the 116 full-time and part-time employees were employed by EOC underdriving the Employee Leasing Agreementbusiness, over 84% are Black, Hispanic, or Asian, and 39% are female.
Community Involvement
One of our guiding principles is making a difference in the communities we serve, and our corporate social responsibility initiatives are an important part of our culture. We believe that building connections between our employees, their families and our communities creates a more meaningful, fulfilling and enjoyable workplace. As a company, we endeavor to provide services foruse our resources and products to drive meaningful societal change and have collaborated with local and national organizations globally to improve health and public safety; to ensure a sustainable environment; to promote arts, education and cultural diversity; and to support market-by-market advertising standards. MediaCo aims to be purposeful and do the Company.Effective January 1, 2021,right thing and over the Employee Leasing Agreement was terminated,years we have worked with our community to educate, understand, guide and the Company hired all of the leased employeesamplify their voices to ensure our audience feels heard and assumed the employment and collective bargaining agreements related to leased employees. The Employee Leasing Agreement was terminated at the expiration of the initial term, so no early termination penalties were incurred.
Our outdoor advertising business employed 55 full-time employees as of December 31, 2020.
appreciated
. INFORMATION ABOUT OUR EXECUTIVE OFFICERS
Listed below is certain information about the executive officers of MediaCo as of December 31, 2023. All of our executive officers serve at the pleasure of the Board of Directors. There are no family relationships among any of our executive officers or its affiliates who are not directors or nominees to be directors.
NAME | | POSITION | | AGE AT DECEMBER 31, 2020 | | YEAR FIRST ELECTED OFFICER |
Ryan A. Hornaday | | Executive Vice President, Chief Financial Officer and Treasurer | | 47 | | 2019 |
Bradford A. Tobin | | Chief Operating Officer | | 38 | | 2020 |
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| NAME | | POSITION | | AGE AT DECEMBER 31, 2023 | | YEAR FIRST ELECTED OFFICER |
| Kudjo Sogadzi | | Interim President and Chief Operating Officer | | 41 | | 2023 |
| Ann C. Beemish | | Executive Vice President, Chief Financial Officer and Treasurer | | 51 | | 2021 |
Mr. HornadaySogadzi was appointed ourto the position of Chief Operating Officer in July 2023 and interim President in October 2023. Prior to joining MediaCo, Mr. Sogadzi served as an investment analyst at Standard General LP since 2019. He has also held positions as a Principal at OS Global LLC from 2015 to 2019, Hedge Fund Analyst at EnTrust Global, and serves on the board of Gloria Maris LLC.
Ms. Beemish was appointed to the position of Executive Vice President, Chief Financial Officer and Treasurer in
June 2019. Mr. Hornaday also serves as ExecutiveNovember 2021. Ms. Beemish was previously the Senior Vice President
Chief Financial Officerof Finance at MediaCo since March 2021. Prior to joining MediaCo, Ms. Beemish served as Knotel's Head of Global Administration and
TreasurerReadiness and Head of
Emmis, a position he has held since August 2015. Previously, Mr. HornadayGlobal People Operations. She founded consultancy Huppe Beemish LLC in 2016 and served as Senior Vice
President—President of Operational Finance and
TreasurerCorporate Development at Granite Broadcasting. Ms. Beemish began her career as an investment banker at Donaldson, Lufkin & Jenrette and Merrill Lynch. She holds an MBA from New York University's Leonard N. Stern School of
EmmisBusiness and a bachelor's degree from
December 2008 to July 2015. Mr. Hornaday joined Emmis in 1999. Mr. Hornaday also serves as a director of Choices, Inc. (a non-profit organization that provides cross system coordination services for youth and their families).Effective August 11, 2020, we appointed Mr. Tobin to the position of Chief Operating Officer. Mr. Tobin has over 12 years of legal and operational experience. Prior to joining the Company, Mr. Tobin served as Secretary and General Counsel of Standard Diversified Inc. (an affiliate of the Company), and before that served as the General Counsel and Senior Vice President of General Wireless Operations Inc. d/b/a RadioShack. Preceding this role, Mr. Tobin served on the distressed debt team at Silver Point Capital, LP.
Saint John's University.
Our website address is
www.mediacoholding.com.mediacoholding.com. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, are filed with the U.S. Securities and Exchange Commission (“SEC”). The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.
FEDERAL REGULATION OF BROADCASTING
Radio broadcasting in the United States is subject to the jurisdiction of the FCC under the Communications Act of 1934,
as amended (the “Communications Act”),
including as amended in part by the Telecommunications Act of 1996 (the “1996 Act”). Radio broadcasting is prohibited except in accordance with a license issued by the FCC upon a finding that the public interest, convenience and necessity would be served by the grant
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of such license. The FCC has the power to revoke licenses for, among other things, false statements made in FCC filings or willful or repeated violations of the Communications Act or of FCC rules. In general, the Communications Act provides that the FCC shall allocate broadcast licenses for radio stations so as to provide a fair, efficient and equitable distribution of service throughout the United States. The FCC determines the operating frequency, location and power of stations; regulates the equipment used by stations; and regulates numerous other areas of radio broadcasting pursuant to rules, regulations and policies adopted under authority of the Communications Act. The Communications Act, among other things, prohibits the assignment of a broadcast license or the transfer of control of an entity holding such a license without the prior approval of the FCC. Under the Communications Act, the FCC also regulates certain aspects of media that compete with broadcast stations.
The following is a brief summary of certain provisions of the Communications Act and of specific FCC regulations and policies. Reference should be made to the Communications Act as well as FCC rules, public notices and rulings for further information concerning the nature and extent of federal regulation of radio stations. Legislation has been introduced from time to time which would amend the Communications Act in various respects or otherwise affect the Company, and the FCC from time to time considers new regulations or amendments to its existing regulations. We cannot predict whether any such legislation will be enacted or whether new or amended FCC regulations will be adopted or what their effect would be on the Company.
LICENSE RENEWAL.
License Renewal
Radio stations operate pursuant to broadcast licenses that are ordinarily granted by the FCC for maximum terms of eight years and are subject to renewal upon application and approval by the FCC.
License renewal applications for both WQHT(FM) and WBLS(FM) were granted in July 2022. The following table sets forth our current FCC license expiration dates in addition to the call letters, license classification, antenna elevation above average terrain, power and frequency of all owned stations as of December 31,
2020:2023: | Radio Market | | Stations | | City of License | | Frequency | | | Expiration Date of License | | FCC Class | | Height Above Average Terrain (in feet) | | | Power (in Kilowatts) | | Radio Market | | Stations | | City of License | | Frequency | | Expiration Date of License | | FCC Class | | Height Above Average Terrain (in feet) | | Power (in Kilowatts) |
New York, NY | | WQHT-FM | | New York, NY | | | 97.1 | | | June 2022 | | B | | | 1,339 | | | | 6.7 | | New York, NY | | WQHT(FM) | | New York, NY | | 97.1 | | June 2030 | | B | | 1,339 | | 6.7 |
| | WBLS-FM | | New York, NY | | | 107.5 | | | June 2022 | | B | | | 1,362 | | | | 4.2 | |
| | WBLS(FM) | | | | WBLS(FM) | | New York, NY | | 107.5 | | June 2030 | | B | | 1,362 | | 4.2 |
Under the Communications Act, upon the filing
Review of
an application for renewal of a station license, members of the public may apprise the FCC of the service the station has provided during the preceding license term and urge the denial of the application. If such a petition to deny presents information from which the FCC concludes (or if the FCC concludes on its own motion) that there is a “substantial and material” question as to whether grant of the renewal application would be in the public interest under applicable rules and policy, the FCC may conduct a hearing on specified issues to determine whether the renewal application should be granted. The Communications Act provides for the grant of a renewal application upon a finding by the FCC that the licensee:has served the public interest, convenience and necessity;
has committed no serious violations of the Communications Act or the FCC rules; and
has committed no other violations of the Communications Act or the FCC rules which would constitute a pattern of abuse.
If the FCC cannot make such a finding, it may deny the renewal application, and only then may the FCC consider competing applications for the same frequency. In a vast majority of cases, the FCC renews a broadcast license even when petitions to deny have been filed against the renewal application.
REVIEW OF OWNERSHIP RESTRICTIONS. The FCC is required by statute to review its broadcast ownership rules on a quadrennial basis (i.e., every four years) and to repeal or modify rules that are no longer “necessary in the public interest.”
Despite several such reviews and appellate remands, the FCC’s rules limiting the number of radio stations that may be commonly owned in a local market have remained largely intactunchanged since their initial adoption following the 1996 Act. The FCC’s previous ownership reviews have been subject to litigation. The most recent court decisions were issued by the United States Court of Appeals for the Third Circuit in September and November 2019 and concerned the FCC’s 2014 review. OnIn April 17, 2020, the FCC and industry intervenors filed petitions for writ of certiorari with2021, the U.S. Supreme Court challenging thereversed a lower court’s rulings preventingcourt decision blocking a number of FCC rule changes designed to update the FCC’s efforts to update its broadcastmedia ownership rules from going into effect. Those petitions were granted on October 2, 2020, and oral argument was heard on January 19, 2021. While the proceeding remains pending before the Supreme Court,regulations. As a result, the FCC’s rulesRadio/Television Cross-Ownership Rule, which limited the number of radio and television and stations that werecould be commonly owned in effect prior to February 2018 remain in effect. a single market, was eliminated.
The FCC
initiatedcompleted its 2018 quadrennial review in December
20182023, largely leaving its radio rules unchanged. The 2022 quadrennial review was launched in December 2022 and that proceeding remains pending. We cannot predict whether the
Supreme Court appeal or 20182022 quadrennial review
proceedingproceedings will result in modifications of the ownership rules or the impact (if any) that such modifications would have on our business.
Attribution of Ownership Interests:
In applying its ownership rules, the FCC has developed specific criteria that it uses to determine whether a certain ownership interest or other relationship with an FCC licensee is significant enough to be “attributable” or “cognizable” under its rules, such that there would be a violation of the FCC’s rules where such person or entity holds attributable interests in more than the permitted number of stations or a prohibited combination of outlets in the same market. The FCC’s regulations generally deem the following relationships and interests to be attributable for purposes of its ownership restrictions:
•all officer and director positions in a licensee or its direct/indirect parent(s);
•voting stock interests of at least 5% (or 20%, if the holder is a passive institutional investor, i.e., a mutual fund, insurance company or bank);
•any equity interest in a limited partnership or limited liability company where the limited partner or member has not been “insulated” from the media-related activities of the LP or LLC pursuant to specific FCC criteria;
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•equity and/or debt interests which, in the aggregate, exceed 33% of the total asset value of a station or other media entity (the “equity/debt plus policy”), if the interest holder supplies more than 15% of the station’s total weekly programming (usually pursuant to a time brokerage, local marketing or network affiliation agreement) or is a same-market media entity (i.e., a broadcast station or newspaper)station).
To assess whether a voting stock interest in a direct or indirect parent corporation of a broadcast licensee is attributable, the FCC uses a “multiplier” analysis in which non-controlling voting stock interests are deemed proportionally reduced at each non-controlling link in a multi-corporation ownership chain.
Ownership-rule conflicts could require divestitures by either the Company or the affected shareholders, officers or directors. Such conflicts could also result in the Company being unable to obtain FCC consents necessary for future acquisitions. Conversely, the Company’s media interests could operate to restrict other media investments by shareholders having or acquiring an interest in the Company.
The local radio ownership rule limits the number of commercial radio stations in a radio market in which a person or entity may hold an attributable interest based on the number of radio stations in that market:
•if the market has 45 or more radio stations, one entity may own up to eight stations, not more than five of which may be in the same service (AM or FM);
•if the market has between 30 and 44 radio stations, one entity may own up to seven stations, not more than four of which may be in the same service;
•if the market has between 15 and 29 radio stations, one entity may own up to six stations, not more than four of which may be in the same service; and
•if the market has 14 or fewer radio stations, one entity may own up to five stations, not more than three of which may be in the same service, however one entity may not own more than 50% of the stations in the market.
The New York radio market has more than 45 radio stations.
For purposes of applying these numerical limits, the FCC has adopted rules with respect to (i) so-called local marketing agreements, or “LMAs,” by which the licensee of one radio station provides programming for another licensee’s radio station in the same market and sells all of the advertising within that programming and (ii) so-called joint sale agreements, or “JSAs,” by which the licensee of one station sells the advertising time on another station in the market. Under these rules, an entity that owns one or more radio stations in a market and programs more than 15% of the broadcast time, or sells more than 15% of the advertising time, on another radio station in the same market pursuant to an LMA or JSA is generally required to count the station toward its media ownership limits even though it does not own the station. As a result, in a market where we own one or more radio stations, we generally cannot provide programming to another station under an LMA or sell advertising on another station pursuant to a JSA, if we could not acquire that station under the local radio ownership rule.
In the
20182022 quadrennial review
order,proceeding, the FCC is
requesting comment onconsidering all aspects of the local radio ownership rule, including whether the rule in its current form remains necessary in the public interest.
Cross-Media
Alien Ownership:The newspaper/broadcast cross-ownership rule prohibits an individual or entity from having an attributable interest in either a radio or television station and a daily newspaper located in the same market, subject to certain exceptions and with waivers available in particular cases.
The radio/television cross-ownership rule limits common ownership of television stations and same market radio stations. In general, an individual or entity may hold attributable interests in one television station and up to seven same-market radio stations (or two television stations and up to six same-market radio stations), depending on the number of independently owned radio, television and other specified media “voices” in the market.
Alien Ownership: Under the Communications Act, no FCC license may be held by a corporation if more than one-fifth of its capital stock is owned or voted by aliens or their representatives, a foreign government or representative thereof, or an entity organized under the laws of a foreign country (collectively, “Non-U.S. Persons”). Furthermore, the Communications Act provides that no FCC license may be granted to an entity directly or indirectly controlled by another entity of which more than one-fourth of its capital stock is owned or voted by Non-U.S. Persons if the FCC finds that the public interest will be served by the denial of such license. The FCC has adopted rules to simplify and streamline the process for requesting authority to exceed the 25% indirect foreign ownership limit in broadcast licensees and has revised the methodology that publicly traded broadcasters must use to assess their compliance with the foreign ownership restrictions. The foregoing restrictions on alien ownership apply in modified form to other types of business organizations, including partnerships and limited liability companies. Our Amended and Restated Articles of Incorporation and Amended and Restated Code of By-Laws authorize the Board of Directors to prohibit such restricted alien ownership, voting or transfer of capital stock as would cause the Company to violate the Communications Act or FCC regulations.
ASSIGNMENTS AND TRANSFERS OF CONTROL.
Assignments and Transfers of Control
The Communications Act prohibits the assignment of a broadcast license or the transfer of control of a broadcast licensee without the prior approval of the FCC. In determining whether to grant such approval, the FCC considers a number of factors, including compliance with the various rules limiting common ownership of media properties, the “character” of the assignee or transferee and those persons holding attributable interests therein and compliance with the Communications Act’s limitations on alien ownership as well as other statutory and regulatory requirements. When evaluating an assignment or transfer of control application, the FCC is prohibited from considering whether the public interest might be served by an assignment of the broadcast license or transfer of control of the licensee to a party other than the assignee or transferee specified in the application.
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PROGRAMMING AND OPERATION.
Programming and Operations
The Communications Act requires broadcasters to serve the “public interest.” Beginning in the late 1970s, the FCC gradually relaxed or eliminated many of the more formalized procedures it had developed to promote the broadcast of certain types of programming responsive to the needs of a station’s community of license. However, licensees are still required to present programming that is responsive to community problems, needs and interests and to maintain certain records demonstrating such responsiveness.
Federal law prohibits the broadcast of obscene material at any time and the broadcast of indecent material during specified time periods. Federal law also imposes sponsorship identification (or “payola”) requirements, which mandate the disclosure of information concerning programming the airing of which is paid for by third parties. The company may receive letters of inquiry or other notifications concerning alleged violations of the FCC’s rules at its stations. We cannot predict the outcome of any complaint proceeding or investigation or the extent or nature of any future FCC enforcement action.
Stations also must pay regulatory and application fees and follow various rules promulgated under the Communications Act that regulate, among other things, political advertising, sponsorship identification, equal employment opportunities, contest
and lottery advertisements,promotions, and technical operations, including limits on radio frequency radiation.
Failure to observe FCC rules and policies can result in the imposition of various sanctions, including monetary fines, the grant of “short-term” (less than the maximum term) license renewals or, for particularly egregious violations, the denial of a license renewal application or the revocation of a license.
ADDITIONAL DEVELOPMENTS AND PROPOSED CHANGES.
Additional Developments and Proposed Changes
The FCC has adopted rules implementing a low power FM (“LPFM”) service, and
over 2100nearly 2000 such stations
have beenare currently licensed. In November 2007, the FCC adopted rules that, among other things, enhance LPFM’s interference protection from subsequently-authorized full-service stations. Congress then passed legislation eliminating certain minimum distance separation requirements between full-power and LPFM stations, thereby reducing the interference protection afforded to full-power FM stations. As required by the legislation, the FCC in January 2012 submitted a report to Congress indicating that the results of a statutorily mandated economic study indicated that, on the whole, LPFM stations do not currently have, and in the future are unlikely to have, a demonstrable economic impact on full-service commercial FM radio stations. The FCC has since modified its rules to permit the processing of additional LPFM applications and to implement the legislative requirements regarding interference protection, and has accepted applications seeking authority to construct or make major changes to LPFM facilities. Although to date there have been very few, if any, instances of LPFM stations interfering with full-power radio stations, we cannot predict whether any LPFM stations will actually interfere with the coverage of our radio stations in the future.
The FCC also previously authorized the launch and operation of a satellite digital audio radio service (“SDARS”) system. The country’s single SDARS operator, Sirius XM, provides nationwide programming service as well as channels that provide local traffic and weather information for major cities.
In addition, the FCC permits terrestrial digital audio broadcasting (“DAB,” also known as high definition radio or “HD Radio®”) by FM stations, and in October 2020, adopted rules permitting all-digital operations by AM stations. In order to broadcast musical compositions or to stream them over the Internet, we must pay royalties to copyright owners of musical compositions (typically, songwriters and publishers). These copyright owners often rely on organizations known as performing rights organizations, which negotiate licenses with copyright users for the public performance of their compositions, collect royalties, and distribute them to copyright owners. The
threefour major performing rights organizations, from which the Company has licenses and to which we pay royalties, are the American Society of Composers, Authors, and Publishers (“ASCAP”), Broadcast Music, Inc. (“BMI”),
and SESAC, Inc.
, and Global Music Rights (“GMR”). These rates are set periodically, are often negotiated by organizations acting on behalf of broadcasters, and may increase in the future. It also is possible that songwriters or publishers may disassociate with these performing rights organizations, or that additional such organizations could emerge in the future.
In 2013 a new performing rights organization, named Global Music Rights (“GMR”), was formed. GMR has obtained the rights to certain high-value copyrights and is seeking to negotiate individual licensing agreements with radio stations for songs within its repertoire. GMR and the Radio Music License Committee, Inc. (“RMLC”), which negotiates music licensing fees with performance rights organizations on behalf of many radio stations, have initiated antitrust litigation against one another, which remains pending. In addition, there has been litigation concerning whether the consent decrees between the Department of Justice (“DOJ”) and major performance rights organizations require so-called “full-work” licenses (which would allow a license-holder to play all of the works in a performance rights organization’s repertoire). The DOJ is also reviewing consent decrees governing ASCAP and BMI to determine whether those consent decrees should be modified. If a significant number of musical composition copyright owners withdraw from the established performing rights organizations, if new performing rights organizations form to license compositions that are not already licensed, or if the consent decrees between the DOJ and ASCAP/BMI are materially modified or eliminated, our royalty rates or negotiation costs could increase.
Our royalty rates or negotiation costs could also change as a result of GMR/RMLC litigation or the resolution of the full-work licensing issue.In order to stream music over the Internet, MediaCo must also obtain licenses and pay royalties to the owners of copyrights in sound recordings (typically, artists and record companies). These royalties are in addition to royalties for Internet streaming that must be paid to
performanceperforming rights organizations.
The Copyright Royalty Board (“CRB”) recently completed its proceeding to set rates for the 2016-2020 license period. The CRB set a rate during this period for performances by non-subscription noninteractive services of 0.17 cent per listener per song, and a rate for noninteractive subscription services of 0.22 cent per listener per song, both of which are subject to changes that mirror changes in the Consumer Price Index. The CRB’s 2016-2020 rates represent a decrease from the 2015 CRB rates applicable to broadcasters and other webcasters. A proceeding to establish the rates for 2021-2025 began in 2019.10
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In addition, lawsuits have been filed under various state laws challenging the right of digital audio transmission services and broadcasters to publicly perform or reproduce sound recordings fixed prior to February 15, 1972 (“pre-1972 sound recordings”) without a license. Federal legislation signed into law in October 2018 applies a statutory licensing regime to pre-1972 sound recordings similar to that which governs post-1972 sound recordings. Among other things, the new law extends remedies for copyright infringement to owners of pre-1972 sound recordings when recordings are used without authorization. The public performance right that the new law creates for pre-1972 sound recordings streamed online may increase our licensing costs.
Legislation also has regularly been introduced in Congress that would require the payment of performance royalties to artists, musicians, or record companies whose music is played on terrestrial radio stations, ending a long-standing copyright law exception. If enacted, such legislation could have an adverse impact on the cost
broadcast of music programming.
Congress and the FCC also have under consideration, and may in the future consider and adopt, new laws, regulations and policies regarding a wide variety of additional matters that could, directly or indirectly, affect the operation, ownership and profitability of our broadcast stations, result in the loss of audience share and advertising revenues for our broadcast stations and/or affect our ability to acquire additional broadcast stations or finance such acquisitions. Such matters include, but are not limited to:
•proposals to impose spectrum use or other fees on FCC licensees;
•proposals to repeal or modify some or all of the FCC’s multiple ownership rules and/or policies;
•proposals to impose requirements intended to promote broadcasters’ service to their local communities;
•proposals to change rules relating to political broadcasting;
•technical and frequency allocation matters;
proposals to modify service and technical rules for digital radio, including possible additional public interest requirements for terrestrial digital audio broadcasters;
•proposals to restrict or prohibit the advertising of beer, wine and other alcoholic beverages;
•proposals to tighten safety guidelines relating to radio frequency radiation exposure;
proposals permitting FM stations to accept formerly impermissible interference;
•proposals to modify broadcasters’ public interest obligations;
•proposals, including by states, to limit the tax deductibility of advertising expenses by advertisers; and
proposals to regulate violence and hate speech in broadcasts.
We cannot predict whether any proposed changes will be adopted, what other matters might be considered in the future, or what impact, if any, the implementation of any of thesesuch proposals or changes might have on our business.
The foregoing is only a brief summary of certain provisions of the Communications Act and of specific FCC regulations. Reference should be made to the Communications Act as well as FCC regulations, public notices and rulings for further information concerning the nature and extent of federal regulation of broadcast stations.
REGULATION OF OUTDOOR ADVERTISING
Outdoor advertising is subject to government regulation at the federal, state and local levels. Regulations generally restrict the size, spacing, lighting and other aspects of advertising structures and pose a significant barrier to entry and expansion in many markets. Federal law, principally the Highway Beautification Act of 1965, 28 U.S.C. § 131, regulates outdoor advertising on Federal-aid Primary, Interstate and National Highway Systems roads, and it directs states to provide “effective control” of outdoor advertising along these roads, and to implement a compliance program and state standards regarding size, spacing, and lighting. The states in which we operate have implemented billboard control statutes and regulations. Additionally, municipal and county governments also have implemented sign controls as part of their zoning laws and building codes, and some local governments prohibit construction of new billboards or allow new construction only to replace existing structures. These state, local, and municipal laws and standards may be modified over time, and may have an adverse effect on our business. We closely evaluate laws and regulations that we believe unlawfully restrict our constitutional or other legal rights and may adversely impact our outdoor advertising business to determine whether to bring legal challenges.
We may be required to remove billboards in some circumstances, and may not always be able to obtain compensation for the removal. As some examples, state governments have purchased and removed billboards for beautification, and may do so again in the future. Additionally, state and municipal governments have laid claim to property under the power of eminent domain and forced the removal of billboards. State governments have also required removal of billboards that have been damaged, and can require removal of signs deemed to be illegal at the owner’s expense and without compensation from the state. Local governments also have attempted to force removal of legal but currently nonconforming billboards under a concept called amortization by which a governmental body asserts that a billboard operator has earned sufficient compensation by continued operation over time, which has been upheld in some instances.
We have also deployed and will continue to deploy digital billboards that display static digital advertising copy from various advertisers that change every 6 to 8 seconds. These may be restricted by existing regulations, and existing regulations that currently do not apply to them by their terms could be revised or new regulations could be enacted to impose greater restrictions. These regulations may impose greater restrictions on digital billboards due to alleged concerns over aesthetics or driver safety. On December 30, 2013, the U.S. Department of Transportation and the Federal Highway Administration released the results of a study concluding that the presence of digital billboards did not appear to be related to a decrease in looking at the road ahead, though it cautioned that it did not present definitive answers to the research questions investigated. The results of this or other studies may result in regulations at any government level that impose greater restrictions on digital billboards.
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ITEM 1A.
RISKRISK FACTORS.The risk factors listed below, in addition to those set forth elsewhere in this report, could affect the business, financial condition and future results of the Company. Additional risks and uncertainties that are not currently known to the Company or that are not currently believed by the Company to be material may also harm the Company’s business, financial condition and results of operations.
Risks Related to our Business
Our results of operations could be negatively impacted by weak economic conditions and instability in financial markets.
We believe that advertising is a discretionary business expense. Spending on advertising tends to decline disproportionately during an economic recession or downturn as compared to other types of business spending. Consequently, weakness in the United States economy generally has an adverse effect on our advertising revenue and, therefore, our results of operations.For example, the economic tumult caused by the on-going novel coronavirus disease 2019 (COVID-19) hasCOVID-19 pandemic had a material adverse effect on our advertising revenues particularly at our New York radio stations.stations, which we believe has continued to impact us even as of the date of this report.
Even in the absence of a general recession or downturn in the economy, an individual business sector (such as the automotive industry) that tends to spend more on advertising than other sectors might be forced to reduce its advertising expenditures if that sector experiences a downturn. If that sector’s spending represents a significant portion of our advertising revenues, any reduction in its advertising expenditures may affect our revenue.
Radio revenues in the market in which we operate have been challenged and may remain so.
Radio revenues in the New York market in which we operate have laggedare highly correlated to the growthperformance of the generaleconomy of United States economy.States. New York market revenues, as measured by the accounting firm Miller Kaplan Arase LLP ("(“Miller Kaplan"Kaplan”), during the ten-month period ended December 2019 and the yearyears ended December 31, 2020, were up 2.6%2023 and 2022, were down 31.3%3.3% and up 1.6%, respectively. During these same periods, the U.S. Bureau of Economic Analysis reports that U.S. real gross domestic product grew 3.0%2.5% and contracted 3.5%1.9%, respectively. Our results of operations could be negatively impacted if radio revenue performance in the market in which our radio stations operate continues to lag general United States economic growth. We may lose audience share and advertising revenue to competing radio stations or other types of media.
The radio broadcasting industry is highly competitive. Our radio stations compete for audiences and advertising revenue with other radio stations and station groups, as well as with other media. Shifts in population, demographics, audience tastes, consumer use of technology and forms of media and other factors beyond our control could cause us to lose market share. Any adverse change in our radio stations’ market, or adverse change in the relative market positions of our stations, could have a material adverse effect on our revenue or ratings, could require increased promotion or other expenses in that market, and could adversely affect our revenue. Other radio broadcasting companies may enter the market in which we operate or markets in which we may operate in the future. These companies may be larger and have more financial resources than we have. Our radio stations may not be able to maintain or increase their current audience ratings and advertising revenue in the face of such competition.
MediaCo expects to continue to routinely conduct market research to review the competitive position of our stations in the market. If we determine that a station could improve its operating performance by serving a different demographic, we may change the format of that station. Our competitors may respond to our actions by more aggressive promotions of their stations or by replacing the format we vacate, limiting our options if we do not achieve expected results with our new format.
From time to time, other stations may change their format or programming, a new station may adopt a format to compete directly with our stations for audiences and advertisers, or stations might engage in aggressive promotional campaigns. These tactics could result in lower ratings and advertising revenue or increased promotion and other expenses and, consequently, lower earnings and cash flow for us. Any failure by us to respond, or to respond as quickly as our competitors, could also have an adverse effect on our business and financial performance.
Because of the competitive factors we face, we cannot assure investors that we will be able to maintain or increase our current audience ratings and advertising revenue.
Our radio operations are entirely concentrated in the New York market.
Our radio operations are located exclusively in the New York City Metro area. Since our radio stations’ revenues are concentrated in this market, an economic downturn, increased competition or another significant negative event in the New York City market could reduce our revenues more dramatically than other companies that do not depend as much on this market, which could have a material and adverse effect on our financial condition and results of operations.
Our radio operations lack the scale of some of our competitors.
MediaCo's only radio stations are two stations in New York. Some of our competitors in this market have larger clusters of radio stations. Our competitors may be able to leverage their market share to extract a greater percentage of available advertising revenues in this market and may be able to realize operating efficiencies by programming multiple stations in the market. Also, given our reliance on urban formats in New York, our financial condition and results of operations could be materially and adversely affected by additional urban format competition by our competitors.
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Summer Jam is highly sensitive to public tastes and is dependent on our ability to secure popular artists, and our ticketing revenue can be impacted by changes in consumer preferences.
Our
operations have been,business is highly sensitive to rapidly changing public tastes and
continueis dependent on the availability of popular artists and events. Summer Jam depends in part on our ability to
be, adversely affected byanticipate the
pandemic.We holdtastes of consumers and to offer events that appeal to them. Since we rely on unrelated parties to create and perform at live music events, any unwillingness or lack of availability of popular artists could limit our ability to generate revenue. In particular, there are a limited number of events, most notably Summer Jamartists that can headline or who can sell out larger venues, which we rent. Accordingly, our ticket sales success depends, in Junepart, upon the ability of each year, in which large numbers of people are in close proximity. We were requiredthese third parties to cancel Summer Jam in 2020 due to the on-going COVID-19 pandemic, which adversely impacted our financial results. Our ability to successfully hold the event in 2021,correctly anticipate public demand for particular events, as well as the availability of popular artists, entertainers and teams.
In addition, artists are booked four to eight months in
future years will depend on stateadvance of the beginning of the tour and
local restrictions on crowd sizes and people’s willingnesswe often agree to
attend large gatherings. Furthermore, advertising revenues for bothpay an artist a fixed guaranteed amount prior to our
radio and outdoor businesses have meaningfully declined as advertisers have decreased their discretionary spending. We cannot predict when,receiving any revenue. Therefore, if
ever, advertising levels will return to pre-pandemic levels.We depend upon Emmis for management services and this agreement expires in November 2021.
We entered intothe public is not receptive, or an artist cancels, we may incur a management agreement (the “Management Agreement”) with EOC in November 2019. Pursuant to this Management Agreement, EOC performs a substantial portion of our corporate functions, including legal, accounting, SEC reporting, treasury, internal audit, and tax. As such, we are dependentloss depending on the reliabilityamount of the fixed guarantee or incurred costs relative to any revenue earned, as well as revenue we could have earned at booked venues. Furthermore, consumer preferences change from time to time, and effectiveness of Emmis’ management, and cannot guarantee that their officers and employees will be sufficientour failure to anticipate, identify or react to these changes could result in number or will have the necessary capability for their assigned roles. We would be materially adversely affected if Emmis becomes unable or unwilling to continue providing servicesreduced demand for our benefit at the level of quality and at the cost provided in the Management Agreement prior to its scheduled expiration in November 2021. Emmis has informed us that it does not intend to extend the Management Agreement beyond November 2021, but has not yet given formal notice to that effect. While we intend to hire new employees to assume the responsibilities currently covered by the Management Agreement prior to its expiration, we cannot offer any assurances that we will be successful in hiring these positions, that the newly hired employees will have the experience to effectively assume the responsibilities currently covered by the Management Agreement when it expires, that the new business processes or information systems will be timely or effectively implemented, or that our cost structure will not increase as a result of these new hires.
In our outdoor advertising markets, we face competition from larger and more diversified outdoor advertisers and other forms of advertising.
While we enjoy a significant market share in our outdoor advertising markets, we face competition from other outdoor advertisers and other media in these markets. Although we are one of the largest companies focusing exclusively on outdoor advertising in our outdoor advertising markets, we compete in these markets against larger companies with diversified operations, such as television, radio and other broadcast media. These diversified competitors have the advantage of cross-selling complementary advertising products to advertisers.
We also compete against an increasing variety of out-of-home advertising media, such as advertising displays in shopping centers, malls, airports, stadiums, movie theaters and supermarkets, and on taxis, trains and buses. To a lesser extent, we also face competition from other forms of media, including radio, newspapers, direct mail advertising, telephone directories and the Internet. We may be unable to compete against these forms of advertising competition in the future, and the competitive pressures that we face couldservices, which would adversely affect our profitability orbusiness, financial performance.
Outdoor advertising is subject to expansive federal, statecondition and local regulation, which could negatively affect our operations and financial results.
Outdoor advertising is subject to governmental regulation at the federal, state and local levels. Regulations generally restrict the size, spacing, lighting and other aspectsresults of advertising structures and pose a significant barrier to entry and expansion in many markets.
Federal law, principally the Highway Beautification Act of 1965, or the HBA, regulates outdoor advertising on Federal-Aid Primary, Interstate and National Highway Systems roads. The HBA requires states, through the adoption of individual Federal/State Agreements, to “effectively control” outdoor advertising along these roads, and mandates a state compliance program and state standards regarding size, spacing and lighting. These state standards, or their local and municipal equivalents, may be modified over time in response to legal challenges or otherwise, which may have an adverse effect on our business. All states have passed billboard control statutes and regulations at least as restrictive as the federal requirements, including laws requiring the removal of illegal signs at the owner’s expense (and without compensation from the state). Additionally, some existing regulations restrict or prohibit digital billboards and similar types of digital displays. Digital billboards have been developed and introduced relatively recently into the market on a large scale; however, existing regulations that currently do not apply to them by their terms could be revised or new regulations could be enacted to impose greater restrictions. These regulations may impose greater restrictions on digital billboards due to alleged concerns over aesthetics or driver safety. The introduction of new, or the expansion of existing, regulations by federal, state or local governments may impose undue restrictions or burdens on our outdoor advertising business and could materially harm our outdoor advertising operations and financial results.
operations.
We are a
"controlled company"“controlled company” within the meaning of the Nasdaq listing standards and, as a result, qualify for, and rely on, exemptions from certain corporate governance requirements. Investors in our Class A common stock will not have the same protections afforded to shareholders of companies that are subject to such requirements.
As of March 9, 2021,December 31, 2023, SG Broadcasting controls approximately97.42% controlled approximately72.3% of the outstanding voting interests of MediaCo through its ownership of MediaCo Class B common stock. Because of the voting power of SG Broadcasting, we are considered a "controlled company"“controlled company” for purposes of Nasdaq requirements. As such, we are exempt from certain corporate governance requirements of Nasdaq, including the requirements that:
•a majority of the board of directors consist of independent directors,
•we have a Nominating and Corporate Governance Committee that is composed entirely of independent directors, and
•we have a Compensation Committee that is composed entirely of independent directors.
Currently, MediaCo does have a majority of independent directors and the Compensation Committee does consist entirely of independent directors; however, we do not have a Nominating and Corporate Governance Committee. MediaCo could choose to take advantage
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of the exemptions relating to the board and the Compensation Committee. Accordingly, investors in our Class A common stock would not have the same protections afforded to shareholders of companies that are subject to all of Nasdaq's corporate governance requirements.
We must respond to the rapid changes in technology, services and standards that characterize the radio broadcasting industry in order to remain competitive, and changes in technology may increase the risk of material intellectual property infringement claims.
The radio broadcasting industry is subject to rapid technological changes, evolving industry standards and the emergence of competition from new technologies and services. We cannot assure that we will have the resources to acquire new technologies or to introduce new services that could compete with these new technologies. Various media technologies and services that have been developed or introduced include:
•satellite-delivered digital audio radio service, which has resulted in subscriber-based satellite radio services with numerous niche formats;
•audio programming by cable systems, direct-broadcast satellite systems, Internet content providers and other digital audio broadcast formats, including podcasts;
•personal digital audio devices;
•HD Radio®, which provides multi-channel, multi-format digital radio services in the same bandwidth currently occupied by traditional AM and FM radio services; and
| •
| HD Radio®, which provides multi-channel, multi-format digital radio services in the same bandwidth currently occupied by traditional AM and FM radio services; and
|
•low-power FM radio, which could result in additional FM radio broadcast outlets, including additional low-power FM radio signals authorized in December 2010 under the Local Community Radio Act.
outlets.New media has resulted in fragmentation in the radio broadcasting advertising market, but we cannot predict the impact that additional competition arising from new technologies may have on the radio broadcasting industry or on our financial condition and results of operations.
A number of automakers are introducing more advanced, interactive dashboard technology including the introduction of technologies like Apple CarPlay and Google Android Auto that enable vehicle entertainment systems to more easily interface with a consumer’s smartphone and include alternative audio entertainment options.
Programmatic buying, which enables an advertiser to purchase advertising inventory through an exchange or other service and bypass the traditional personal sales relationship, has become widely adopted in the purchase of digital advertising and is an emerging trend in the radio industry. We cannot predict the impact programmatic buying may have on the radio industry or our financial condition and results of operations.
Additionally, technological advancements in the operation of radio stations and related businesses have increased the number of patent and other intellectual property infringement claims brought against
broadcasters, including MediaCo.broadcasters. While MediaCo has not historically been subject to material patent and other intellectual property claims and takes certain steps to limit the likelihood of, and exposure to, such claims, no assurance can be given that material claims will not be asserted in the future.
Our business depends heavily on maintaining our
licenses with the FCC.FCC licenses. We could be prevented from operating a radio station if we fail to maintain its
license.licenses.
The radio broadcasting industry is subject to extensive and changing regulation. The Communications Act and FCC rules and policies require FCC approval for transfers of control and assignments of FCC licenses. The filing of petitions or complaints against FCC licensees could result in the FCC delaying the grant of, or refusing to grant, its consent to the assignment of licenses to or from an FCC licensee or the transfer of control of an FCC licensee. In certain circumstances, the Communications Act and FCC rules and policies will operate to impose limitations on alien ownership and voting of our common stock. There can be no assurance that there will
not be
no changes in the current regulatory scheme,
the imposition of additional regulations, or the creation of new regulatory agencies, which changes could restrict or curtail our ability to acquire, operate and dispose of stations or, in general, to compete profitably with other operators of radio and other media properties.
Each of our radio stations operates pursuant to one or more licenses issued by the FCC. Under FCC rules, radio licenses are granted for a term of eight years. Our licenses
expirewere successfully renewed in
2022 through June
2022. Although we will apply to renew these licenses, third parties could challenge our renewal applications.2030. While we are not aware of facts or circumstances that would prevent us from having our current licenses renewed
in the future, third parties could challenge our renewal applications and there can be no assurance that the licenses will be renewed or that renewals will not include conditions or qualifications that could adversely affect our business and operations. Failure to obtain the renewal of any of our broadcast licenses would likely have a material adverse effect on our business and operations. In addition, if we or any of our officers, directors or significant stockholders materially violates the FCC’s rules and regulations or the Communications Act, is convicted of a felony or is found to have engaged in unlawful anticompetitive conduct or fraud upon
anothera government agency, the FCC may, in response to a petition from a third party or on its own initiative,
in its discretion, commence a proceeding to impose sanctions upon us which could involve the imposition of monetary fines, the revocation of our broadcast licenses or other sanctions.
If the FCC were to issue an order denying a license renewal application or revoking a license, we would be required to cease operating the applicable radio station only after we had exhausted all rights to administrative and judicial review without success.We disseminate large amounts of content to the public. An ill-conceived or mistimed on-air statement or social media post could have a material adverse effect on our business.
The FCC’s rules prohibit the broadcast of obscene material at any time and prohibit indecent material between the hours of 6 a.m. and 10 p.m. Broadcasters risk violating the prohibition on the broadcast of indecent material because of the FCC’s broad definition of such material, coupled with the spontaneity of live programming.
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Congress has dramatically increased the penalties for broadcasting obscene, indecent or profane programming and broadcasters can potentially face license revocation, renewal or qualification proceedings in the event that they broadcast
indecentsuch material. In addition, the FCC’s heightened focus on indecency, against the broadcast industry generally, may encourage third parties to oppose our license renewal applications or applications for consent to acquire broadcast stations. As a result of these developments, we have implemented certain measures that are designed to reduce the risk of broadcasting indecent material in violation of the FCC’s rules. These and other future modifications to our programming in an effort to reduce the risk of indecency violations could have an adverse effect on our competitive position.
Even statements or social media posts that do not violate the FCC’s indecency rules could offend our audiences and advertisers or infringe the rights of third parties, resulting in a decline in ratings, a loss in revenues, a challenge to our broadcast licenses, or extended litigation. While we maintain insurance covering some of these risks, others are effectively uninsurable and could have a material adverse effect on our financial condition and results of operations.
Misalignment with public and consumer taste and preferences could negatively impact advertising demand and profitability of our business.
Our business creates content for our target audiences. Our business relies on an alignment between our brands and our audience taste and preferences through the distribution of content over-the-air, digitally and visually. If the alignment between our brands and our audience shifts, then we might experience a shift in advertising revenue and categories.
Changes in current Federal regulations could adversely affect
orour business
operationsoperations.
Congress and the FCC have under consideration, and may in the future consider and adopt, new laws, regulations and policies that could, directly or indirectly, affectaffect the profitability of our broadcast stations. In particular, Congress is considering a revocation of radio's exemption from paying royalties to performing artists for use of their recordings (radio already pays a royalty to songwriters). A requirement to pay additional royalties could have a material and adverse effect on our financial condition and results of operations. Our business strategy and our ability to operate profitably depend on the continued services of our key employees, the loss of whom could have a material adverse effect on our business.
Our success depends in large part upon the leadership and performance
of our radio
and outdoor management teams and other key personnel. Operating as an independent public company demands a significant amount of time and effort from our management and other personnel and may give rise to increased turnover. If we lose the services of members of our management team or other key personnel, we may not be able to successfully manage our business or achieve our business objectives.
We need to continue to attract and retain qualified key personnel in a highly competitive environment. Our ability to attract, recruit and retain such talent will depend on a number of factors, including the hiring practices of our competitors, the performance of our developing business programs, our compensation and benefits, and economic conditions affecting our industry generally. Our radio stations' personnel includes several on-air personalities and hosts of syndicated radio programs with large and loyal audiences in their respective broadcast areas. These on-air personalities are sometimes significantly responsible for the ranking of a station and, thus, the ability of the station to sell advertising. Such on-air personalities or other key individuals may not remain with our radio stations and we may not retain their audiences, which could affect our competitive position. If we cannot effectively hire and retain qualified employees, our business, prospects, financial condition and results of operations could suffer.
Impairment losses related to our intangible assets could reduce our earnings in the future.
As of December 31, 2020,2023, our intangible assetscomprised 54%68% of our total assets. We did not record any impairment charges during the ten-month periodyears ended December 31, 2019 or the year ended December 31, 2020.2023, and 2022. However, if events occur or circumstances change, the fair value of our intangible assets might fall below the amount reflected on our balance sheet, and we may be required to recognize impairment charges in our statement of operations, which may be material, in future periods. Our operating results have been and may again be adversely affected by acts of war, a global health crisis, terrorism and natural catastrophes.
Acts of war and terrorism against the United States, and the country’s response to such acts, may negatively affect the U.S. advertising market, which could cause our advertising revenues to decline due to advertising cancellations, delays or defaults in payment for advertising time, and other factors. In addition, these events may have other negative effects on our business, the nature and duration of which we cannot predict.
For example, after the September 11, 2001 terrorist attacks, we decided that the public interest would be best served by the presentation of continuous commercial-free coverage of the unfolding events on our stations. This temporary policy had a material adverse effect on our advertising revenues and operating results for the month of September 2001. Similarly, the COVID-19 pandemic caused severe trauma to our business during 2020
and the years following, with advertisers pulling advertisements and events like Summer Jam being canceled. Future events like those of September 11, 2001, or the
evolving COVID-19 pandemic, may have a material adverse effect on our advertising revenues and operating results.
Additionally, the attacks on the World Trade Center on September 11, 2001 resulted in the destruction of the transmitter facilities that were located there. Although we had no transmitter facilities located at the World Trade Center, broadcasters that had facilities located in the destroyed buildings experienced temporary disruptions in their ability to broadcast. Since we tend to locate transmission facilities for stations serving urban areas on tall buildings or other significant structures, such as the Empire State Building in New York, further terrorist attacks or other disasters could cause similar disruptions in our broadcasts in the areas affected. If these disruptions occur, we may not be able to locate adequate replacement facilities in a cost-effective or timely manner or at all. Failure to remedy disruptions caused by terrorist attacks or other disasters and any resulting degradation in signal coverage could have a material adverse effect on our business and results of operations.
Similarly, hurricanes, floods, tornadoes, earthquakes,
wild fireswild-fires and other natural disasters can have a material adverse effect on our operations in any given market. While we generally carry insurance covering such catastrophes, we cannot be sure that the proceeds from such insurance will be sufficient to offset the costs of rebuilding or repairing our property or the lost income.
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Our business is dependent upon the proper functioning of our internal business processes and information
systems andsystems. The modification,
change of, or interruption of such systems may disrupt our business, processes and internal controls.
The proper functioning of our internal business processes and information systems is critical to the efficient operation and management of our business. If these information technology systems fail or are interrupted, our operations may be adversely affected and operating results could be harmed. Our business processes and information systems need to be sufficiently scalable to adapt to the size of our business and may require modifications or upgrades that expose us to a number of operational risks. Our information technology systems, and those of third party providers, may also be vulnerable to damage or disruption caused by circumstances beyond our control. These include catastrophic events, power anomalies or outages, natural disasters, computer system or network failures, viruses or malware, physical or electronic intrusions, unauthorized access and cyber-attacks. Any material disruption, malfunction or similar challenges with our business processes or information systems, or disruptions or challenges relating to the transition to new processes, systems or providers, could have a material adverse effect on our financial condition and results of operations.
We and our business partners maintain significant amounts of data electronically in various locations. This data relates to all aspects of our business, including certain customer, consumer, supplier, partner and employee data. We maintain systems and processes designed to protect this data, but notwithstanding such protective measures, there is a risk of intrusion, cyber-attacks or tampering that could compromise the integrity and privacy of this data. In addition, we provide confidential and proprietary information to our third-party business partners in certain cases where doing so is necessary to conduct our business. While we obtain assurances from those parties that they have systems and processes in place to protect such data, and where applicable, that they will take steps to assure the protections of such data by third parties, nonetheless those partners may also be subject to data intrusion or otherwise compromise the protection of such data. Any compromise of the confidential data of our customers, consumers, suppliers, partners, employees or ourselves, or failure to prevent or mitigate the loss of or damage to this data through breach of our information technology systems or other means could substantially disrupt our operations, harm our customers, consumers, employees and other business partners, damage our reputation, violate applicable laws and regulations, and could have a material adverse effect on our financial condition and results of operations.
We may not be successful in identifying any additional suitable acquisition or investment opportunities.
As part of our business strategy, we may pursue acquisitions or other investment opportunities. However, there is no assurance that we will be successful in identifying or consummating any suitable acquisitions and certain acquisition opportunities may be limited or prohibited by applicable regulatory regimes. Even if we do complete acquisitions or business combinations, there is no assurance that any of them will be of value in enhancing our business or our financial condition. In addition, our ongoing activities could divert a substantial amount of our management time and may be difficult for us to integrate, which could adversely affect management's ability to identify and consummate other investment opportunities. The failure to identify or successfully integrate future acquisitions and investment opportunities could have a material adverse effect on our results of operations and financial condition.
Because we face significant competition for acquisition and investment opportunities, it may be difficult for us to fully execute our business strategy. We expect to encounter intense competition for acquisition and investment opportunities from both strategic investors and other potential competitors, such as private investors (which may be individuals or investment partnerships), blank check companies, and other entities, domestic and international, competing for the type of businesses that we may intend to acquire. Many of these competitors possess greater technical, human and other resources, or more local industry knowledge, or greater access to capital, than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. These factors may place us at a competitive disadvantage in successfully completing future acquisitions and investments.
In addition, while we believe that there are numerous target businesses that we could potentially acquire or invest in, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing acquisition and investment opportunities.
Future acquisitions or investments,
or similar strategic transactions, could involve unknown risks that could harm our business and adversely affect our financial condition.
We may make acquisitions,
or engage in other similar strategic transactions, in a variety of industries and market
sectors.sectors including but not limited to the radio industry. Future acquisitions that we consummate will involve unknown risks, some of which will be particular to the industry in which the acquisition target operates. We may be unable to adequately address the financial, legal and operational risks raised by such acquisitions, especially if we are unfamiliar with the industry in which we invest. The realization of any unknown risks could prevent or limit us from realizing the projected benefits of the acquisitions, which could adversely affect our financial condition and liquidity. In addition, our financial condition and results of operations will be subject to the specific risks applicable to any company in which we invest.
Risks Related to
our Indebtedness:
Our substantial indebtedness could adversely affect our financial health.
We have a significant amount of indebtedness. As of March 27, 2021, our total indebtedness was $97.9 million, consisting of $71.0 million under our senior credit facility, $5.5 million of notes payable to Emmis, and $21.4 million of notes payable to SG Broadcasting. Our substantial indebtedness could have important consequences to investors. For example, it could:
make it more difficult for us to satisfy our obligations with respect to our indebtedness;
increase our vulnerability to generally adverse economic and industry conditions;
require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes;
result in higher interest expense in the event of increases in interest rates because our debt is at variable rates of interest;
limit our flexibility in planning for, or reacting to, changes in our businesses and the industries in which we operate;
place us at a competitive disadvantage compared to some of our competitors that have less debt; and
limit, along with the financial and other restrictive covenants in our credit agreements, our ability to borrow additional funds or make acquisitions.
We anticipate noncompliance with the financial covenants in our debt instruments, which could result in the loss of our sources of liquidity and acceleration of our indebtedness, and cause substantial doubt about our ability to continue as a going concern.
The Company has debt service obligations of approximately $8.6 million due under its Senior Credit Facility from March 30, 2021 (the date of issuance of these financial statements) through March 30, 2022. In addition, our Senior Credit Facility requires us to maintain Minimum Liquidity (as defined in the Senior Credit Facility) of $2.5 million until November 25, 2021, and $3.0 million for the period thereafter. During
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the year ended December 31, 2020, the Company obtained amendments to our Senior Credit Facility in order to, among other things, suspend the testing of the Consolidated Fixed Charge Coverage Ratio (as defined in the Senior Credit Facility) until July 1, 2021, at which time the Company will once again be required to comply with a Fixed Charge Coverage Ratio of 1.10:1.00. The Company expects its revenues and profitability will continue to be adversely impacted by the COVID-19 pandemic, and the duration and severity of the impact is unknown as of the date of issuance of these financial statements. Management anticipates that the Company will be unable to meet its liquidity needs and comply with the covenants of our Senior Credit Facility for the next twelve months with cash and cash equivalents on hand, projected cash flows from operations, and/or additional borrowings.
Our Senior Credit Facility includes a loan to value calculation, whereby the amount of debt outstanding thereunder is limited to a formula based on 60% of the fair value of the Company’s FCC licenses plus a multiple of the Company’s Billboard Cash Flow (as defined in the Senior Credit Facility). If the most recent appraisal of the fair value of our FCC licenses obtained in connection with our annual impairment testing as of October 1, 2020 is deemed to be an Acceptable Appraisal (as defined in the Senior Credit Facility) by our lender in its sole discretion, we will have a shortfall in this calculation, requiring a repayment of approximately $8.0 million of Senior Credit Facility debt. Our lender is not required to accept this appraisal and has the right to obtain a different appraisal, which could result in a different repayment amount, if any.
As a result of the conditions identified above, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company’s independent auditor has included an explanatory paragraph regarding the Company’s ability to continue as a going concern in its report on these consolidated and combined financial statements, which constitutes an event of default under the Senior Credit Facility. Upon this event of default, under the Senior Credit Facility, the lender may, but is not required to, declare all or any portion of the unpaid principal amount of the Senior Credit Facility, including interest accrued and unpaid, to be immediately due and payable, and/or to increase the annual interest rate in effect by 3%. If our lenders accelerate the repayment of borrowings, we may be forced to liquidate certain assets to repay all or part of our debt instruments, and we cannot be assured that sufficient assets will remain for us to continue our business operations after we have paid all of the borrowings under our debt instruments. Our ability to liquidate assets is affected by the regulatory restrictions associated with radio stations, including FCC licensing, which may make the market for these assets less liquid and increase the chances that these assets will be liquidated at a significant loss.
The terms of any future indebtedness may restrict our current and future operations, particularly our ability to respond to changes in market conditions or to take some actions.
Any future long-term debt instruments may impose significant operating and financial restrictions on us. These restrictions will likely significantly limit or prohibit, among other things, our ability to incur additional indebtedness, pay dividends on securities, incur liens, enter into asset purchase or sale transactions, merge or consolidate with another company, dispose of our assets or make certain other payments or investments.
These restrictions may limit our ability to grow our business through acquisitions and could limit our ability to respond to market conditions or meet extraordinary capital needs. They also could restrict our corporate activities in other ways and could adversely affect our ability to finance our future operations or capital needs.
To service our indebtedness and other obligations, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.
Our
current credit agreement requires, andNovember 25, 2019 convertible promissory note payable to Emmis Communications Corporation (the “Emmis Convertible Promissory Note”) is paid in-kind (“PIK”), but any future long-term debt agreements will likely require us to pay periodic interest and principal payments during the term of such indebtedness. Our ability to make payments on indebtedness and to fund capital expenditures will depend on our ability to generate cash in the future. This ability to generate cash, to a certain extent, will be subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. Our businesses might not generate sufficient cash flow from operations. We might not be able to complete future offerings, and future borrowings might not be available to us in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs.
We have significant current debt service obligations that cause substantial doubt about our ability to continue as a going concern.
The Company has debt service obligations of approximately $7.1 million due under its Emmis Convertible Promissory Note (as defined in Note 13) from April 1, 2024 (the date of issuance of these financial statements) through April 1, 2025. As a result of this debt service obligation to Emmis, management anticipates the Company will be unable to meet its liquidity needs for the next twelve months with cash and cash equivalents on hand and projected cash flows from operations.
Management is prepared to implement additional cost cutting measures, as necessary, and intends to seek additional borrowings to meet its debt service obligations, if needed. While the Company has been successful in obtaining additional liquidity in the past, no assurances can be made that the Company will receive such liquidity in the future.
As a result of the conditions identified above, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company’s independent auditor has included an explanatory paragraph regarding the substantial doubt about the Company’s ability to continue as a going concern in its report on these consolidated financial statements.
Risks Related to our Common Stock:
SG Broadcasting possesses significant voting interest with respect to our outstanding common stock, which limits the influence on corporate matters by a holder of MediaCo Class A common stock.
As of March 9, 2021,December 31, 2023,SG Broadcasting holdsheld approximately 97.42%96.9% of the voting interests of our outstanding common stock on a fully diluted basis. Accordingly, SG Broadcasting has the ability to significantly influence our management and affairs through the election and removal of our board of directors and all other matters requiring shareholder approval unless a separate vote of the MediaCo Class A common stock is required by our articles of incorporation or Indiana law, including any future merger, consolidation or sale of all or substantially all of our assets. This concentrated voting interest could also discourage others from initiating any potential merger, takeover or other change-of-control transaction that may otherwise be beneficial to our shareholders. Furthermore, this concentrated control limits the practical effect of the influence by holders of MediaCo Class A common stock over our business and affairs, through any shareholder vote or otherwise. Accordingly, the effects of any of the above could depress the price of MediaCo Class A common stock. Standard General’s and Emmis’ interests may conflict with those of other shareholders.
SG Broadcasting, a company wholly owned by funds managed by Standard General, beneficially owns shares representing approximately 97.42%94.7% of the outstanding combined voting power of all classes of our common stock. Therefore, SG Broadcasting is in a position to exercise substantial influence over the outcome of most matters submitted to a vote of our shareholders, including the election of a majority of our directors, the determination to engage in a merger, acquisition or disposition of a material amount of assets, or otherwise.17
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Additionally, other than with respect to the Emmis
Convertible Promissory Note, which is convertible into MediaCo Class A common stock, Emmis
no longer holds
any362,099 shares of Class A common stock of MediaCo,
thoughand its officers serve as the MediaCo Class A Directors. These officers were initially shareholders of MediaCo, but no assurance can be given that they have or will retain their ownership of MediaCo shares. Further,
during the term of the Management Agreement or so long as amounts remain outstanding under
Emmis’the Emmis Convertible Promissory Note, MediaCo's board of directors is obligated to nominate as MediaCo Class A Directors only persons specified by Emmis. Under Indiana law, directors of MediaCo may, in considering the best interests of the Company, consider the effects of any action on shareholders, employees, suppliers, and customers of the Company, and communities in which offices or other facilities of the Company are located, and any other factors the directors consider pertinent.
MediaCo Class A common stock may cease to be listed on Nasdaq.
MediaCo’s Class A common stock is listed on Nasdaq under the ticker symbol
"MDIA"“MDIA”. We may not be able to meet the continued listing requirements of Nasdaq, which require, among other things, a minimum closing price of MediaCo Class A common stock, a minimum market capitalization and minimum shareholders' equity. If we are unable to satisfy the requirements of Nasdaq for continued listing, MediaCo Class A common stock would be subject to delisting from that market, and we might or might not be eligible to list our shares on another market.
A delisting of MediaCo
On September 15, 2023, we received a notification letter from the Nasdaq Listing Qualifications Department (the “Staff”) notifying us that, because the closing bid price for our Class A common stock was below $1.00 for 30 consecutive business days, we no longer met the minimum bid price requirement for continued listing on The Nasdaq Capital Market under Nasdaq Marketplace Rule 5550(a)(2), requiring a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”).
In accordance with Nasdaq Listing Rule 5810(c)(3)(A)(ii), we were given 180 calendar days, or until March 13, 2024, to regain compliance with the Minimum Bid Price Requirement. We did not achieve compliance during that period.On March 14, 2024, we received a notification letter from the Staff notifying us that that we 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 our written notice of our intention to cure the deficiency during the compliance period.
If at any time before September 9, 2024, the bid price of our Class A 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 we have achieved compliance.If we do not regain compliance with the Minimum Bid Price Requirement by the end of the second compliance period, the Class A common stock will become subject to delisting. In the event that we receive notice that the Class A common stock is being delisted, the Nasdaq listing rules permit us to appeal a delisting determination by the Staff to a hearings panel.
We intend to continue to monitor the closing bid price of the Common Stock between now and September 9, 2024, and will 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 we will be able to regain compliance with the Minimum Bid Price Requirement or will otherwise be in compliance with other Nasdaq Listing Rules.
If our Class A common stock were to be delisted from Nasdaq, and we might or might not be eligible to list our shares on another market.Such as delisting could negatively impact us by, among other things, reducing the liquidity and market price of MediaCoour Class A common stock. There can be no assurance that we will be able to comply with Nasdaq's continued listing requirements. Our By-Laws designate the Circuit or Superior Courts of Marion County, Indiana, or the United States District Court for the Southern District of Indiana in a case of pendant jurisdiction, as the exclusive forum for certain litigation that may be initiated by holders of shares of MediaCo, which would discourage lawsuits against us and our director and officers.
Pursuant to our By-laws, to the fullest extent permitted by law, unless we consent in writing to the selection of an alternative forum, the Circuit or any Superior Court of Marion County Indiana, or the United States District Court for the Southern District of Indiana in a case of pendent jurisdiction, shall be the sole and exclusive forum for:
•any derivative action or proceeding brought on behalf of the Company,
•any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee or agent of MediaCo to the Company or the holders of shares of MediaCo,
•any action asserting a claim arising pursuant to any provision of the Indiana Business Corporation Law (the "IBCL"“IBCL”), the Articles of Incorporation or the By-laws, or
•any action asserting a claim governed by the internal affairs doctrine, in each case subject to said court having personal jurisdiction over the indispensable parties named as defendants.
Though Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations under it, the Company intends for this forum selection provision to apply to the fullest extent permitted by law, including to actions or claims arising under the Securities Act. While holders of shares of MediaCo cannot waive compliance with the federal securities laws and the rules and regulations under it, and therefore the forum selection provision does not apply to claims arising under the Exchange Act or the rules and regulations under it, this forum selection provision may limit the ability of holders of shares of MediaCo to bring a claim arising in other instances in a judicial forum that they find favorable for disputes with us or our directors or officers, which may discourage such lawsuits against the Company and/or our directors and officers. Alternatively, if a court outside of the State of Indiana were to find this forum selection provision inapplicable to, or unenforceable in respect of, one or more of the types of actions or claims described above, we may incur additional costs associated with resolving such matters in other jurisdictions, which could harm our business, prospects, financial condition and results of operations.
We are an “emerging growth company” and, as a result of the reduced disclosure and governance requirements applicable to emerging growth companies, MediaCo Class A common stock may be less attractive to investors for so long as we remain an emerging growth company.
We are an "emerging“emerging growth company,"” as defined in the JOBS Act, and we intend to take advantage of some of the exemptions from reporting requirements that are afforded to emerging growth companies, including, but not limited to, exemption from the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find MediaCo Class A common stock less attractive because we intend to rely on these exemptions. If some investors find MediaCo Class A common stock less attractive as a result, there may be a less active trading market for MediaCo Class A common stock and its stock price may be lower or more volatile as a result. We may take advantage of these exemptions until we no longer qualify as an emerging growth company.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
None.
ITEM 1C. CYBERSECURITY.
As a regular part of our ordinary business operations, we collect and store data, including information necessary for our operations, information from our customers, employees, and our business partners. We recognize these networks and systems may be subject to increasing and continually evolving cybersecurity risks. Our Audit Committee is responsible for overseeing risk management and Cybersecurity is an integral part of the Company's overall risk management program. Our risk management process is designed to identify, prioritize, and monitor risks that could affect our ability to execute our corporate strategy and fulfill our business objectives and to appropriately mitigate such risks.
Our management team is involved in assessing and managing the Company’s material risks from cybersecurity threats, including by hiring appropriate personnel, considering cybersecurity risk in our enterprise risk management strategy, helping prepare for cybersecurity incidents, and participating in the cybersecurity incident response and remediation process for incidents escalated to it including determining materiality. Our management that is involved in these processes includes our Chief Technology Officer, Chief Financial Officer and General Counsel. Management also escalates, as appropriate, reports relating to cybersecurity incidents or threats to our Board or to its Audit Committee.
As part of our risk management processes, we are developing risk assessments to identify the probability, immediacy, and potential magnitude of information security risks. Our internal experts regularly conduct audits and tests of our information systems, and our cybersecurity program is periodically assisted by established, independent third-party consultants, who provide assistance through tabletop and other preparedness exercises. Additionally, we review regular publications on cyber awareness and conduct ongoing simulated phishing exercises. We use the findings from these and other processes to improve our information security practices, procedures and technologies.
While we have not yet experienced any material impacts from a cyber-attack, any one or more future cyber-attacks could materially adversely impact the Company, including a loss of trust among our customers, departures of key employees, general diminishment of our reputation and financial losses from remediation actions, loss of business or potential litigation or regulatory liability. Further, evolving market dynamics are increasingly driving heightened cybersecurity protections and mandating cybersecurity standards for our products, and we may incur additional costs to address these increased risks and to comply with such demands.
See the section titled Item IA. Risk Factors, including “Our business is dependent upon the proper functioning of our internal business processes and information systems. The modification, change of, or interruption of such systems may disrupt our business, processes and internal controls,” for additional information about the risks from cybersecurity threats that may materially affect our business.
The types of properties required to support our radio stations include offices, studios and transmitter/antenna sites. We lease our studio and office spaces. Our stations' studios
and principal executive offices are housed within its offices in Manhattan. We generally consider our facilities to be suitable and of adequate size for our current and intended purposes. We lease primary and backup transmitter/antenna sites for WQHT and WBLS in Manhattan. With regard to WBLS, we lease an additional backup transmitter/antenna site in Lyndhurst, New Jersey from WLIB Tower LLC,
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an Indiana corporation and subsidiary of Emmis ("WLIB"(“WLIB”) pursuant to a transmitter/antenna site lease. The transmitter/antenna site lease is for an initial term of 20 years, with two automatic renewal periods of 10 years each, unless MediaCo provides notice to WLIB of its intention to not renew the lease for an additional term. The transmitter/antenna site for each station is generally located so as to provide maximum market coverage, consistent with the station's FCC license. In general, we do not anticipate difficulties in renewing the transmitter/antenna site leases or in leasing additional space or sites if required.
Our outdoor advertising business requires advertising structures which we construct and own, as well as small parcels of land on which we place them. These parcels of land are either owned, leased or subject to easements. As of December 31, 2020 we have approximately 1,260 leases in place. We have regional management offices in Valdosta, Georgia and Hagerhill, Kentucky, which we lease.
Our principal executive offices are located at 40 Monument Circle, Suite 700, Indianapolis, Indiana 46204, in approximately 115,000 square feet of office space owned by Emmis and which we share with Emmis during the term of the Management Agreement. We do not pay any rent to Emmis as our shared use of these offices is covered by the terms of the Management Agreement.
ITEM 3. LEGAL PROCEEDINGS.
We
From time to time, our stations are not a partyparties to any materialvarious legal proceedings at this time.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. From time to time, we may be subject to various legal proceedings and claims, which may have a material adverse effect on our financial position or results of operations.
ITEM 4. MINE SAFETY DISCLOSURES
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
MARKET INFORMATION FOR OUR COMMON STOCK
Market Information for our Common Stock
MediaCo’s Class A common stock is quoted on the Nasdaq Capital Market under the symbol MDIA. There is no established public trading market for MediaCo’ Class B common stock or Series A convertible preferred stock.
HOLDERS
Holders
At March
9, 2021,21, 2024, there were
2,228 beneficial holders234 stockholders of record of the Class A common stock, and there was one
beneficial holderstockholder of record of the Class B common stock.
DIVIDENDS
These figures do not include an estimate of the indeterminate number of beneficial holders whose shares may be held of record by brokerage firms and clearing agencies.
Dividends
MediaCo currently intends to retain future earnings for use in its business and has no plans to pay any dividends on shares of its common stock in the foreseeable future. MediaCo’s senior credit agreement sets forth certain restrictions on our ability to pay dividends. See Note 6
Share Repurchases
The following table provides information relating to the
accompanying consolidated and combined financial statements for more discussion ofshares we purchased during the
revolving credit agreement.UNREGISTERED SALES OF EQUITY SECURITIES
On January 16, 2020, the Company issued to Emmis 16,596 shares of Class A common stock and issued to SG Broadcasting 53,444 shares of Class B common stock. This pro rata issuance was to enable Emmis to distribute on January 17, 2020, 0.1265 shares of Class A common stock for each outstanding share of Emmis common stock as of the record date for the distribution, while ensuring that the ratio of Class A common stock to Class B common stock remained constant.
As of July 1, 2020, SG Broadcasting had loaned to the Company $11.3 million for working capital purposes pursuant to a Second Amended and Restated Promissory Note from the Company, which is convertible beginning six months after its issuance date into shares of MediaCo Class A common stock at a price equal to the average of the volume-weighted average prices of the Class A Stock on the Nasdaq Capital Market (or certain other alternative trading markets if the Class A common stock is instead listed on one of such markets) for the last 30 trading days prior to the date of conversion, except that if there is no trading market for any such day, then the price used for such day shall be the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported in the OTCQX, OTCQB, Pink or Grey markets (in that order) operated by OTCMarkets.
On August 28, 2020, SG Broadcasting loaned an additional $8.7 million to the Company pursuant to the Second Amended and Restated SG Promissory Note for working capital purposes.
On September 30, 2020, SG Broadcasting loaned an additional $0.3 million to the Company pursuant to an additional SG Broadcasting Promissory Note (the “Additional SG Promissory Note”) for working capital purposes. The Additional SG Promissory Note is convertible at any time into shares of MediaCo Class A common stock at the same conversion price as the Second Amended and Restated SG Promissory Note. However, the Additional SG Broadcasting Promissory Note contains a limitation on conversion of the outstanding principal and any accrued but unpaid interest thereunder into shares of the Class A Common Stock, par value $0.01 per share (the “Class A Stock”), of the Company, such that the maximum number of shares of Class A Stock to be issued in connection with the conversion of the Additional SG Broadcasting Promissory Note shall not, without the prior approval of the shareholders of the Company, (i) exceed a number of shares equal to 19.9% of the outstanding shares of common stock of the Company immediately prior to September 30, 2020, (ii) exceed a number of shares that would evidence voting power greater than 19.9% of the combined voting power of the outstanding voting securities of the Company immediately prior to September 30, 2020, or (iii) otherwise exceed such number of shares of capital stock of the Company that would violate applicable listing rules of Nasdaq, in each of subsections (i) through (iii), only to the extent required by applicable Nasdaq rules and guidance (the “Share Cap”). In the event the number of shares of Class A Stock to be issued upon conversion of the Additional SG Broadcasting Promissory Note exceeds the Share Cap, then the portions of the Additional SG Broadcasting Promissory Note that would result in the issuance of any excess shares shall cease being convertible, and the Company shall instead either (x) repay such portions of the Additional SG Broadcasting Promissory Note in cash or (y) obtain shareholder approval of the issuance of shares of Class A Stock in excess of the Share Cap prior to the issuance thereof.
Each of these sales of securities was consummated pursuant to the exemption from registration in Section 4(a)(2) of the Securities Act of 1933, as amended. SG Broadcasting is a sophisticated entity and the terms of the Second Amended and Restated SG Promissory Note and the additional SG Promissory Note were negotiated by the parties.
quarter ended December 31, 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Period | | Total Number of Shares Purchased | | Weighted Average Price Paid per Share | | Total Number of Shares Purchased as Part of Publicly Announced Program | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program |
October 1, 2023 –
October 31, 2023 | | 10,166 | | | $ | 0.73 | | | 10,166 | | | $ | 1,026,472 | |
November 1, 2023 –
November 30, 2023 | | 12,370 | | | $ | 0.61 | | | 12,370 | | | $ | 1,018,958 | |
December 1, 2023 –
December 31, 2023 | | 22,740 | | | $ | 0.54 | | | 22,740 | | | $ | 1,006,775 | |
| Total | | 45,276 | | | $ | 0.60 | | | 45,276 | | | |
ITEM 6.
SELECTED FINANCIAL DATA.As a smaller reporting company, we are not required to provide this information.
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[RESERVED]
None.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.The following discussion pertains to MediaCo Holding Inc. and its subsidiaries (collectively, “MediaCo” or the “Company”).
On December 9, 2022, Fairway Outdoor LLC, FMG Kentucky, LLC and FMG Valdosta, LLC (collectively, “Fairway”), all of which are 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 consolidated balance sheets and the results of our Fairway business have been presented as discontinued operations in our consolidated statements of income for all periods presented 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 management's discussion and analysis refers to the Company's continuing operations. See Note 2 — Discontinued Operations in our consolidated financial statements included elsewhere in this report for additional information.
We own and operate two radio stations located in New York
City and outdoor advertising businesses geographically focused in Southern Georgia and Eastern Kentucky.City. Our revenues are mostly affected by the advertising rates our entities charge, as advertising sales are the primary component of our consolidated revenues. These rates are in large part based on our radio stations’ ability to attract audiences in demographic groups targeted by their
advertisers and the number of persons exposed to our billboards.advertisers. The Nielsen Company generally measures radio station ratings weekly for markets measured by the Portable People Meter™, which includes
allboth of our radio stations. Because audience ratings in a
radio station’s local market are critical to the station’s financial success, our strategy is to use market research, advertising and promotion to attract and retain audiences in each station’s chosen demographic target group.
Our revenues vary throughout the year. Revenue and operating income are usually lowest in the first calendar quarter,
for both our radio and outdoor advertising segments, partly because retailers cut back their advertising spending immediately following the holiday shopping season.
In addition to the sale of advertising time for cash, stations typically exchange advertising time for goods or services, which can be used by the station in its business operations. These barter transactions are recorded at the estimated fair value of the product or service received. We generally confine the use of such trade transactions to promotional items or services for which we would otherwise have paid cash. In addition, it is our general policy not to preempt advertising spots paid for in cash with advertising spots paid for in trade.
The following table summarizes the sources of our revenues for the ten-month periodyears ended December 31, 20192023, and the year ended December 31, 2020. The category “Non Traditional” principally consists of ticket sales and sponsorships of events our stations conduct in their local markets.2022. The category “Other” includes amongbarter revenue, network revenue, talent fee revenue and other items, revenues related to network revenues, production of billboard advertisements and barter.revenue. | | Ten Months Ended December 31, 2019 | | | Year Ended December 31, 2020 | |
Net revenues: | | | | | | | | | | | | | | | | |
Local | | $ | 20,914 | | | | 51.3 | % | | $ | 15,958 | | | | 40.6 | % |
National | | | 3,912 | | | | 9.6 | % | | | 3,089 | | | | 7.9 | % |
Political | | | — | | | | 0.0 | % | | | 82 | | | | 0.2 | % |
Non Traditional | | | 8,166 | | | | 20.0 | % | | | 761 | | | | 1.9 | % |
Digital | | | 3,018 | | | | 7.4 | % | | | 2,256 | | | | 5.7 | % |
Outdoor Advertising | | | 759 | | | | 1.9 | % | | | 12,459 | | | | 31.7 | % |
Other | | | 4,031 | | | | 9.8 | % | | | 4,656 | | | | 11.8 | % |
Total net revenues | | $ | 40,800 | | | | | | | $ | 39,261 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2023 | | 2022 |
| Net revenues: | | | | | | | |
| Spot Radio Advertising | $ | 18,650 | | | 57.6 | % | | $ | 25,790 | | | 66.8 | % |
| Digital | 3,677 | | | 11.4 | % | | 4,713 | | | 12.2 | % |
| Syndication | 2,427 | | | 7.5 | % | | 1,891 | | | 4.9 | % |
| Events and Sponsorships | 5,766 | | | 17.8 | % | | 3,380 | | | 8.8 | % |
| Other | 1,871 | | | 5.7 | % | | 2,821 | | | 7.3 | % |
| Total net revenues | $ | 32,391 | | | | | $ | 38,595 | | | |
Roughly 20% of our expenses varies in connection with changes in revenue. These variable expenses primarily relate to costs in our sales department, such as salaries, commissions and bad debt. Our costs that do not vary as much in relation to revenue are mostly in our programming and general and administrative departments, such as talent costs, rating fees, rents, utilities and salaries. Lastly, our costs that are highly discretionary are costs in our marketing and promotions department, which we primarily incur to maintain and/or increase our audience and market share.
KNOWN TRENDS AND UNCERTAINTIES
The U.S. radio industry is a mature industry and its growth rate has stalled. Management believes this is principally the result of two factors:
(1)(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
(2)(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 year, particularly in new automobiles. It is unclear what impact HD Radio will have on the markets in which we operate. Our stations have also aggressively worked to harness the power of broadband and mobile media distribution in the development of emerging business opportunities by developing highly interactive websites with content that engages our listeners, deploying mobile applications and streaming our content, and harnessing the power of digital video on our websites and YouTube channels.
The results of our
broadcast radio operations are solely dependent on the results of our stations in the New York market. Some of our competitors that operate larger station clusters in the New York market are able to leverage their market share to extract a greater percentage of available advertising revenue through packaging a variety of advertising inventory at discounted unit rates. Market revenues in New York as measured by Miller Kaplan Arase LLP (“Miller Kaplan”), an independent public accounting firm used by the radio industry to compile revenue information, were
up 2.6% for the ten months ended December 31, 2019, but down
31.3%3.3% for the year ended December 31,
2020,2023, and up 1.6% for the year ended December 31, 2022, as compared
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to the same periods of the prior year. During these periods, revenues for our New York cluster were up 9.5%down 18.3% and down 42.1%8.5%, respectively. Our outperformance in the ten months ended December 31, 2019 was principally due to record-setting ticket sales associated withThe decreases for our largest annual concert, Summer Jam, in June 2019; however, our underperformance in the year ended December 31, 2020wasNew York cluster were largely driven by lower healthcare spend, which our stations benefited from more than those serving the cancellation of that eventgeneral population in 2020the prior year due to the COVID-19 pandemic.
targeted nature of the awareness campaigns and lower casino/gambling spend as the regulatory environment in New York as made it less attractive in the state.
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.
However, MediaCo’s long-term debt agreements substantially limit our ability to make acquisitions. 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.
The Company
MediaCo has been
actively monitoringimpacted by the
COVID-19 situation and its impact globally, as well as domestically andrising interest rate environment in the
markets we serve. Our priorityfinancial markets. While no longer impacting our current borrowings, which are fixed rate, the cost of any potential future borrowings has been
the safety of our employees, as well as the informational needs of the communities thatincreasing. At this time, we
serve. Through the first few months of calendar 2020, the disease became widespread around the world, and on March 11, 2020, the World Health Organization declared a pandemic. In an effortdo not anticipate interest rates to
mitigate the continued spread of COVID-19, many federal, state and local governments have mandated various restrictions, including travel restrictions, restrictions on non-essential businesses and services, restrictions on public gatherings and quarantining of people who may have been exposed to the virus. These restrictions, in turn, caused the United States economy to decline and businesses to cancel or reduce amounts spent on advertising, negatively impacting our advertising-based businesses. Furthermore, the restrictions on public gatherings in and around New York City during 2020 forced us to cancel our largest annual concert, Summer Jam. In addition, some of our advertisers have seen a material decline in their businesses and may not be able to pay amounts owed to us when they come due. If the spread of COVID-19 continues, or is suppressed but later reemerges as a variant strain, and public and private entities continue to implement restrictive measures, we expect that our results of operations, financial condition and cash flows will continue to be negatively affected, the extent to which is difficult to estimate at this time.decline.
CRITICAL ACCOUNTING
POLICIESESTIMATES
Critical accounting policies are defined as those that encompass significant judgments and uncertainties, and potentially derive materially different results under different assumptions and conditions. We believe that our critical accounting policies are those described below.
Revenue Recognition
Broadcasting revenue is recognized as advertisements are aired and outdoor revenue is recognized over the life of the applicable lease of each billboard. Both broadcasting revenue and outdoor revenue recognition is subject to meeting certain conditions such as persuasive evidence that an arrangement exists and collection is reasonably assured. These criteria are generally met at the time the advertisement is aired for broadcasting revenue or displayed for outdoor revenue. Broadcasting advertising revenues presented in the financial statements are reflected on a net basis, after the deduction of advertising agency fees, usually at a rate of 15% of gross revenues.
FCC Licenses
We have made acquisitions in the past for which a significant amount of the purchase price was allocated to FCC licenses and goodwill assets.
As of December 31,
2020,2023, we have recorded approximately $63.3 million
infor FCC licenses, which represents approximately
43%66% of our total assets.
In the case of our radio stations, we We would not be able to operate the propertiesour radio stations without the related FCC license for each property. FCC broadcast licenses are renewed every eight years; consequently, we continually monitor our stations’ compliance with the various regulatory requirements. Historically, alleach of our FCC licenses havehas been renewed at the end of theirits respective periods,period, and we expect that alleach FCC licenseslicense will continue to be renewed in the future. We consider our FCC licenses to be indefinite-lived intangibles.
We do not amortize indefinite-lived intangible assets, but rather test for impairment at least annually or more frequently if events or circumstances indicate that an asset may be impaired. When evaluating our radio broadcasting licenses for impairment, the testing is performed at the unit of accounting level as determined by Accounting Standards Codification (“ASC”) Topic 350-30-35. In our case, radio stations in a geographic market cluster are considered a single unit of
accounting if they are not being operated under a Local Marketing Agreement by another broadcaster. Consequently, our two radio stations in New York are considered a single unit of accounting.
In
For the
ten-month periodyears ended December 31,
2019, we completed our annual impairment test on November 25, 2019, the date the stations were transferred by Emmis. For the year ended December 31, 2020,2023, and 2022, we completed our annual impairment tests on October 1
of each year and will continue to perform our assessments on this date in future years.
Valuation of Indefinite-lived Broadcasting Licenses
Fair value of our FCC licenses is estimated to be the
pricestick value 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
consideredconsiders both income and market valuation methods when it
performedperforms its impairment tests. Under the income method, the Company projects cash flows that would be generated by
each of its
unitsunit of accounting assuming the unit of accounting was commencing operations in its respective 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
eachthe unit of accounting’s market remains unchanged, with the exception that
itsthe 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
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that may be beyond our control. The projections incorporated into our license valuations take then current economic conditions into consideration. 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.
Below are some of the key assumptions used in our income method annual impairment assessments.
In recent years, we have reduced long-termLong-term growth rates in the New York market in which we operate
are based on recent industry trends and our expectations for the market going forward.
| | November 25, 2019 | | | October 1, 2020 | |
| October 1, 2023 | | | October 1, 2023 | | October 1, 2022 |
Discount Rate | | 11.9% | | | 12.4% | | Discount Rate | 12.7% | | 12.7% |
Long-term Revenue Growth Rate | | -0.6% | | | 1.0% | | Long-term Revenue Growth Rate | 0.5% | | 0.6% |
Mature Market Share | | 9.0% | | | 9.4% | | Mature Market Share | 10.8% | | 9.8% |
Operating Profit Margin | | 22.7-26.7% | | | 26.6-29.5% | | Operating Profit Margin | 22.9-29.0% | | 23.5-29.0% |
Valuation of Goodwill
As a result of the Fairway Acquisition, the Company has recorded $13.1 million of goodwill. This accounts for all goodwill on the consolidated balance sheet as of December 31, 2020. The Fairway Acquisition closed on December 13, 2019 and all assets acquired and liabilities assumed were valued as of that date, resulting in a goodwill valuation of $13.1 million. ASC Topic 350-20-35 requires the Company to test goodwill for impairment at least annually. Under ASC 350 we have the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value as a basis for determining whether it is necessary to perform an annual quantitative goodwill impairment test. Given the macroeconomic environment as a result of the COVID-19 pandemic we have elected not to perform the qualitative assessment. When performing a quantitative assessment for impairment, the Company uses a market approach to determine the fair value of the reporting unit. Management determines the fair value for the reporting unit by multiplying the cash flows of the reporting unit by an estimated market multiple. Management believes this methodology for valuing outdoor advertising businesses is a common approach and believes that the multiples used in the valuation are reasonable given our peer comparisons, analyst reports, and market transactions. To corroborate the fair values determined using the market approach described above, management also uses an income approach, which is a discounted cash flow method to determine the fair value of the reporting unit. If the carrying value of a reporting unit’s goodwill exceeds its fair value, the Company recognizes an impairment charge equal to the difference in the statement of operations.
The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequence of events that have been recognized in the Company’s financial statements or income tax returns. Income taxes are recognized during the year in which the underlying transactions are reflected in the consolidated statements of operations. Deferred taxes are provided for temporary differences between amounts of assets and liabilities recorded for financial reporting purposes as compared to amounts recorded for income tax purposes. After determining the total amount of deferred tax assets, the Company determines whether it is more likely than not that some portion of the deferred tax assets will not be realized.
If the Company determines that a deferred tax asset is not likely to be realized, a valuation allowance will be established against that asset to record it at its expected realizable value.23
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RESULTS OF OPERATIONS
TEN MONTHS ENDED DECEMBER
Year ended December 31,
2019 COMPARED TO YEAR ENDED DECEMBER 31, 2020Net revenues:
| | For the ten months ended December 31, 2019 | | | For the year ended December 31, 2020 | | | $ Change | | | % Change | |
| | (As reported, amounts in thousands) | | | | | |
Net revenues: | | | | | | | | | | | | | | | | |
Radio | | $ | 40,041 | | | $ | 26,020 | | | $ | (14,021 | ) | | | (35.0 | )% |
Outdoor Advertising | | | 759 | | | | 13,241 | | | | 12,482 | | | N/M | |
Total net revenues | | $ | 40,800 | | | $ | 39,261 | | | $ | (1,539 | ) | | | (3.8 | )% |
Radio net revenues decreased for the2023 compared to year ended December 31, 2020 compared2022
The following discussion refers to the ten-month period ended December 31, 2019. Despite having twoCompany’s continuing operations. See Note 2 — Discontinued Operations in our consolidated financial statements included elsewhere in this report for additional months of results in the current year,information.
Net revenues:
| | | | | | | | | | | | | | | | | | | | | | | |
| Year ended December 31, | | Change |
| (Dollars in thousands) | 2023 | | 2022 | | $ | | % |
| | | | | | | |
| Net revenues | $ | 32,391 | | | $ | 38,595 | | | $ | (6,204) | | | (16.1) | % |
| | | | | | | |
| | | | | | | |
Net radio revenues decreased as a result of the decline in advertising revenues due to thea substantial declines in healthcare spend as COVID-19 pandemic, coupled with the cancellationvaccination awareness campaigns slowed as well as online gambling, automotive and wireless advertising spend. These decreases were partially offset by stronger ticket sales and broadcast sponsorships of our annual Summer Jam our largest outdoor concert, which is held annually in June. We were ableas well as stronger tourism and live event advertising spend as the restrictions on travel, social gatherings, and business activities have continued to hold the event in June 2019, but we were forced to cancel the event in June 2020. ease.
We typically monitor the performance of our stations against the
aggregate performance of the
New York radio market
in which we operate based on reports for the
periodsperiod prepared by Miller Kaplan. Miller Kaplan reports are generally prepared on a gross revenues basis and exclude revenues from barter
and syndication arrangements.
A summary of market revenue performance and MediaCo’s revenue performance inMiller Kaplan reported gross revenues for the New York
radio market
decreased 3.3% for the year ended December 31,
2020 is presented below: | | For the year ended December 31, 2020 | |
| | Overall Market | | | MediaCo | |
Market | | Revenue Performance | | | Revenue Performance | |
New York | | | (31.3 | %) | | | (42.1 | %) |
Our underperformance2023, as compared to the overall market revenue performance inprior year. Our gross revenues reported to Miller Kaplan were down 18.3% for the year ended December 31, 2020 was largely driven by2023, as compared to the cancellation of Summer Jam in 2020, as discussed above.
We acquired two outdoor advertising businesses principally located in Southern Georgia and Eastern Kentucky on December 13, 2019, so there is only minimal activity in our reported results for the ten months ended December 31, 2019.
prior year.
Operating expenses excluding depreciation and amortization expense:
| | For the ten months ended December 31, 2019 | | | For the year ended December 31, 2020 | | | $ Change | | | % Change | |
| | (As reported, amounts in thousands) | | | | | |
Operating expenses excluding depreciation and amortization expense: | | | | | | | | | | | | | | | | |
Radio | | $ | 30,751 | | | $ | 22,827 | | | $ | (7,924 | ) | | | (25.8 | )% |
Outdoor Advertising | | | 375 | | | | 9,517 | | | | 9,142 | | | N/M | |
Total operating expenses excluding depreciation and amortization expense | | $ | 31,126 | | | $ | 32,344 | | | $ | 1,218 | | | | 3.9 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
| Year ended December 31, | | Change |
| (Dollars in thousands) | 2023 | | 2022 | | $ | | % |
| | | | | | | |
| Operating expenses excluding depreciation and amortization expenses: | $ | 32,633 | | | $ | 32,847 | | | $ | (214) | | | (0.7) | % |
| | | | | | | |
| | | | | | | |
Operating
Radio operating expenses excluding depreciation and amortization expense for our radio division decreased despite two additional months of results induring the current year. Our largest outdoor concert,year ended December 31, 2023 as lower Summer Jam is held annually in June, but dueproduction costs, ratings costs, and music license fees were partially offset by higher noncash lease expense related to the COVID-19 pandemic, it was cancellednew office lease that commenced in 2020. Therefore, we did not incurFebruary 2023 and professional service fees, which were mainly incurred during the costsfirst quarter.
Corporate expenses:
| | | | | | | | | | | | | | | | | | | | | | | |
| Year ended December 31, | | Change |
| (Dollars in thousands) | 2023 | | 2022 | | $ | | % |
| Corporate expenses | $ | 5,451 | | | $ | 6,463 | | | $ | (1,012) | | | (15.7) | % |
The decrease in corporate expenses for the year ended December 31,
2020. Expenses also declined2023 was primarily due
to lower
payroll costsstock based compensation expense driven by higher stock based bonuses awarded in the
second quarter as a result of the Loan Proceeds Participation Agreement with Emmis, and cost reductions put in place in response to the decline in revenues causedprior year, partially offset by
the COVID-19 pandemic. We acquired two outdoor advertising businesses principally located in Southern Georgia and Eastern Kentucky on December 13, 2019, so there is only minimal activity in our reported results for the ten months ended December 31, 2019.24
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Corporate expenses excluding depreciation and amortization expense:
higher professional service fees. | | For the ten months ended December 31, 2019 | | | For the year ended December 31, 2020 | | | $ Change | | | % Change | |
| | (As reported, amounts in thousands) | | | | | |
Corporate expenses excluding depreciation and amortization expense | | $ | 4,303 | | | $ | 4,338 | | | $ | 35 | | | | 0.8 | % |
Corporate expenses excluding depreciation and amortization expense for the ten months ended December 31, 2019, mostly relate to nonrecurring transaction costs associated with the acquisition of a controlling interest in the Company from Emmis in November 2019 and two outdoor advertising businesses in December 2019. Corporate expenses excluding depreciation and amortization expense for the year ended December 31, 2020, principally consist of the costs associated with being a public company, corporate staff to oversee the outdoor advertising business, and management fees paid to Emmis.
Depreciation and amortization:
| | For ten months ended December 31, 2019 | | | For the year ended December 31, 2020 | | | $ Change | | | % Change | |
| | (As reported, amounts in thousands) | | | | | |
Depreciation and amortization: | | | | | | | | | | | | | | | | |
Radio | | $ | 980 | | | $ | 893 | | | $ | (87 | ) | | | (8.9 | )% |
Outdoor Advertising | | | 100 | | | | 3,188 | | | | 3,088 | | | N/M | |
Total depreciation and amortization | | $ | 1,080 | | | $ | 4,081 | | | $ | 3,001 | | | | 277.9 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
| Year ended December 31, | | Change |
| (Dollars in thousands) | 2023 | | 2022 | | $ | | % |
| | | | | | | |
| Depreciation and amortization | $ | 568 | | | $ | 666 | | | $ | (98) | | | (14.7) | % |
| | | | | | | |
| | | | | | | |
Radio depreciation and amortization expense decreased
compared to the prior year due to
a number ofcertain assets becoming fully depreciated
duringin the
prior year,
ended December 31, 2020. We acquired two outdoor advertising businesses principally locatedpartially offset by intangible software costs related to our updated websites and mobile applications placed in
Southern Georgia and Eastern Kentucky on December 13, 2019, so there is only minimal activityservice in
our reported results for the
ten months ended December 31, 2019.third quarter of 2022.
Loss on disposal of assets:
| | Year ended December 31, | | | Year ended December 31, | | Change |
| (Dollars in thousands) | | (Dollars in thousands) | 2023 | | 2022 | | $ | | % |
| | Loss on disposal of assets | |
| Loss on disposal of assets | |
| Loss on disposal of assets | | $ | 526 | | | $ | 5 | | | $ | 521 | | | 10,420.0 | % |
| | For ten months ended December 31, 2019 | | | For the year ended December 31, 2020 | | | $ Change | | | % Change |
| | (As reported, amounts in thousands) | | | |
Loss on disposal of assets | | | | | | | | | | | | | | |
Radio | | $ | — | | | $ | — | | | $ | — | | | N/A |
Outdoor Advertising | | | — | | | | 197 | | | | 197 | | | N/A |
Loss on disposal of assets | | $ | — | | | $ | 197 | | | $ | (197 | ) | | N/A |
Loss on disposal of assets forincreased compared to the prior year ended December 31, 2020, relatesprimarily due to the disposal of various billboard structurescertain intangible assets related to our websites and a generator at our prior location upon the move to our new location for our radio operations and corporate offices in the ordinary coursecurrent year.
Operating (loss) income:
| | | | | | | | | | | | | | | | | | | | | | | |
| Year ended December 31, | | Change |
| (Dollars in thousands) | 2023 | | 2022 | | $ | | % |
| | | | | | | |
| Operating (loss) income | $ | (6,787) | | | $ | (1,386) | | | $ | (5,401) | | | 389.7 | % |
| | | | | | | |
| | | | | | | |
| | | | | | | |
See “Net revenues,”“Operating expenses excluding depreciation and amortization,” “Corporate expenses,” “Depreciation and amortization,” and “Loss on disposal of business.Operatingassets”
above. Interest expense:
| | | | | | | | | | | | | | | | | | | | | | | |
| Year ended December 31, | | Change |
| (Dollars in thousands) | 2023 | | 2022 | | $ | | % |
| Interest expense | $ | (426) | | | $ | (6,980) | | | $ | 6,554 | | | (93.9) | % |
Interest expense decreased due to the pay down in December 2022 of the senior credit facility, the conversion in July 2022 of the outstanding principal and accrued but unpaid interest of the SG Broadcasting promissory notes into the Company’s Class A common stock, and the partial conversions in August and December 2022 of $0.9 million of the outstanding principal of the Emmis convertible promissory notes into shares of the Company’s Class A common stock, as well as a lower interest rate on the outstanding balance of the Emmis convertible promissory note after the pay down of the senior credit facility. This was partially offset by accrued interest on the Emmis convertible promissory note being paid in kind in the fourth quarter of 2022, which increased the principal balance for the current year.
Other income:
| | | | | | | | | | | | | | | | | | | | | | | |
| Year ended December 31, | | Change |
| (Dollars in thousands) | 2023 | | 2022 | | $ | | % |
| | | | | | | |
| Other income | $ | 100 | | | $ | 125 | | | $ | (25) | | | (20.0) | % |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Other income
(loss): | | For the ten months ended December 31, 2019 | | | For the year ended December 31, 2020 | | | $ Change | | | % Change | |
| | (As reported, amounts in thousands) | | | | | |
Operating income (loss): | | | | | | | | | | | | | | | | |
Radio | | $ | 8,310 | | | $ | 2,300 | | | $ | (6,010 | ) | | | (72.3 | )% |
Outdoor Advertising | | | 284 | | | | 339 | | | | 55 | | | N/M | |
Corporate | | | (4,303 | ) | | | (4,338 | ) | | | (35 | ) | | | 0.8 | % |
Total operating income (loss) | | $ | 4,291 | | | $ | (1,699 | ) | | $ | (5,990 | ) | | | (139.6 | )% |
Despite having two additional months of resultsdecreased slightly compared to the prior year as income from the transaction services agreement (“TSA”) related to the Fairway sale recorded in the current year operatingwere more than offset by additional costs incurred to fulfill the TSA and various other expenses.
Loss on debt extinguishment:
| | | | | | | | | | | | | | | | | | | | | | | |
| Year ended December 31, | | Change |
| (Dollars in thousands) | 2023 | | 2022 | | $ | | % |
| | | | | | | |
| Loss on debt extinguishment | $ | — | | | $ | (1,218) | | | $ | 1,218 | | | (100.0) | % |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Loss on debt extinguishment in the prior year related to the pay down in December 2022 of the senior credit facility. There were no such transactions in the current year.
Provision for income decreasedtaxes:
| | | | | | | | | | | | | | | | | | | | | | | |
| Year ended December 31, | | Change |
| (Dollars in thousands) | 2023 | | 2022 | | $ | | % |
| Provision for income taxes | $ | 308 | | | $ | 336 | | | $ | (28) | | | (8.3) | % |
See Note 12 — Income Taxes in our consolidated financial statements included elsewhere in this report.
Consolidated net (loss) income:
| | | | | | | | | | | | | | | | | | | | | | | |
| Year ended December 31, | | Change |
| (Dollars in thousands) | 2023 | | 2022 | | $ | | % |
| Consolidated net (loss) income | $ | (7,631) | | | $ | 30,914 | | | $ | (38,545) | | | (124.7) | % |
The decrease in consolidated net (loss) income was due to the impactgain on sale of the COVID-19 pandemic.25
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Interest expense:
| | For the ten months ended December 31, 2019 | | | For the year ended December 31, 2020 | | | $ Change | | | % Change |
| | (As reported, amounts in thousands) | | | |
Interest expense | | $ | (821 | ) | | $ | (9,493 | ) | | $ | 8,672 | | | N/M |
During the quarter ended December 31, 2019, the Company entered into numerous debt instruments to finance SG Broadcasting’s acquisition of a controlling interestFairway in the Companyprior year and increased operating loss from Emmis in November 2019continuing operations. See
“Net revenues,” “Operating expenses excluding depreciation and two outdoor advertising businesses in December 2019. Theseamortization,”, “Corporate expenses,” “Interest expense,” “Loss on debt instruments have been outstanding for all of 2020, which caused the increase in interest expense as compared to the ten months ended December 31, 2019.extinguishment,”
and “Provision for income taxes: | | For the ten months ended December 31, 2019 | | | For the year ended December 31, 2020 | | | $ Change | | | % Change | |
| | (As reported, amounts in thousands) | | | | | |
Provision for income taxes | | $ | 1,522 | | | $ | 15,561 | | | $ | 14,039 | | | | 922.4 | % |
During the year ended December 31, 2020, as a result of a sharp deterioration of business activity related to the COVID-19 pandemic, the Company concluded that it was more likely than not that it would be unable to realize its deferred tax assetstaxes”
above and recorded an $18.8 million valuation allowance against these assets.Consolidated net income (loss):
| | For the ten months ended December 31, 2019 | | | For the year ended December 31, 2020 | | | $ Change | | | % Change | |
| | (As reported, amounts in thousands) | | | | | |
Consolidated net income (loss) | | $ | 1,948 | | | $ | (26,753 | ) | | $ | (28,701 | ) | | | (1473.4 | )% |
Consolidated net income decreased primarily due to a declineNote 2 — Discontinued Operations in operating income, an increaseour consolidated financial statements included elsewhere in interest expense and an increase in the provision for income taxes, each as discussed above.
this report.
LIQUIDITY AND CAPITAL RESOURCES
Senior secured term loan agreement
On November 25, 2019, the Company entered into a $50.0 million, five-year senior secured term loan agreement (the “Senior Credit Facility”) with GACP Finance Co., LLC, a Delaware limited liability company, as administrative agent
Our primary sources of liquidity are cash provided by operations and
collateral agent. The Senior Credit Facility provides for initial borrowingsour At Market Issuance Sales Agreement. Our primary uses of
upcapital have been, and are expected to
$50.0 million, of which net proceeds of $48.3 million after debt discount of $1.7 million, were paid concurrentlycontinue to
Emmis in connection with SG Broadcasting’s acquisition of a controlling interest in the Company, as well as one tranche of additional borrowings of $25.0 million. The Senior Credit Facility bears interest at a rate equal to the London Interbank Offered Rate ("LIBOR"), plus 7.5%, with a 2.0% LIBOR floor. The Senior Credit Facility requires interest payments on the first business day of each calendar month, and quarterly payments on the principal in an amount equal to one and one quarter percent of the initial aggregate principal amount are due on the last day of each calendar quarter. The Senior Credit Facility includes covenants pertaining to, among other things, the ability to incur indebtedness, restrictions on the payment of dividends, minimum Liquidity (as defined in the Senior Credit Facility) of $2.0 million for the period from the effective date until November 25, 2020, $2.5 million for the period from November 26, 2020 until November 25, 2021, and $3.0 million for the period thereafter, collateral maintenance, minimum Consolidated Fixed Charge Coverage Ratio (as defined in the Senior Credit Facility) of 1.10:1.00, and other customary restrictions. The Company borrowed $23.4 million of the remaining available borrowings to fund the Fairway Acquisition on December 13, 2019. Proceeds received were $22.6 million, net of a debt discount of $0.8 million.Amendment No.1 to senior secured term loan agreement
On February 28, 2020, the Company entered into Amendment No. 1 to its Senior Credit Facility, in order to, among other things, increase the maximum aggregate principal amount issuable under the SG Broadcasting Promissory Note to $10.3 million.
Amendment No.2 to senior secured term loan agreement
On March 27, 2020, the Company entered into Amendment No. 2 (“Amendment No. 2”) to its Senior Credit Facility, in order to, among other things, (i) reduce the required Consolidated Fixed Charge Coverage Ratio (as defined in the Senior Credit Facility) to 1.00x from June 30, 2020 to December 31, 2020, (ii) reduce the minimum Liquidity (as defined in the Senior Credit Facility) requirement to $1.0 million through September 30, 2020, (iii) permit equity contributions and loans during calendar year 2020 under the SG Broadcasting Promissory Note and any amendments thereto to count toward Consolidated EBITDA (as defined in the Senior Credit Facility) for purposes of the Consolidated Fixed Charge Coverage Ratio calculation, and (iv) increase the maximum aggregate principal amount issuable under the Second Amended and Restated SG Broadcasting Promissory Note (as defined below) from $10.3 million to $20.0 million. In connection with Amendment No. 2, the
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Company incurred an amendment fee of approximately $0.2 million, which was added to the principal amount of the Senior Credit Facility then outstanding.
Amendment No.3 to senior secured term loan agreement
On August 28, 2020, the Company entered into Amendment No. 3 (“Amendment No. 3”) to its Senior Credit Facility, in order, among other things, (i) to modify certain provisions relating to the repayment of the Term Loan (as defined in the Senior Credit Facility) such that no quarterly payments shall be, required beginning with the fiscal quarter ending September 30, 2020 through and including the fiscal quarter ending June 30, 2021 and (ii) to suspend the testing of the Consolidated Fixed Charge Coverage Ratio (as defined in the Senior Credit Facility) from July 1, 2020 through and including June 30, 2021. In connection with Amendment No. 3, the Company incurred an amendment fee of approximately $0.1 million, which was added to the principal amount of the Senior Credit Facility then outstanding.
Emmis Convertible Promissory Note
On November 25, 2019, as part of the consideration owed to Emmis in connection with SG Broadcasting’s acquisition of a controlling interest in the Company, the Company issued to Emmis the Emmis Convertible Promissory Note in the amount of $5.0 million. The Emmis Convertible Promissory Note carries interest at a base rate equal to the interest on any senior credit facility, 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. Because the Senior Credit Facility prohibits the Company from paying interest in cash on the Emmis Convertible Promissory Note, the Company accrues interest using the rate applicable for interest 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 beginning six months after issuance 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.
SG Broadcasting Promissory Note and amendments thereto
On November 25, 2019, the Company issued the SG Broadcasting Promissory Note, a subordinated convertible promissory note payable by the Company to SG Broadcasting, in return for which SG Broadcasting contributed to MediaCo $6.3 million forcapital expenditures, working capital, and general corporate purposes. The SG Broadcasting Promissory Note carries interest at a base rate equal to the interest on any senior credit facility, or if no senior credit facility is outstanding, of 6.0%, and 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 SG Broadcasting Promissory Note matures on May 25, 2025. Additionally, interest under the SG Broadcasting Promissory Note is payable in kind through maturity, and is convertible into MediaCo Class A common stock at the option of SG Broadcasting beginning six months after issuance 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.
On February 28, 2020, the Company and SG Broadcasting amended and restated the SG Broadcasting Promissory Note such that the maximum aggregate principal amount issuable under the note was increased from $6.3 million to $10.3 million. Also on February 28, 2020, SG Broadcasting loaned an additional $2.0 million to the Company pursuant to the amended note for working capital purposes.
On March 27, 2020, the Company and SG Broadcasting further amended and restated the SG Broadcasting Promissory Note (the “Second Amended and Restated SG Promissory Note”) such that the maximum aggregate principal amount issuable under the note was increased from $10.3 million to $20.0 million. On March 27, 2020, SG Broadcasting loaned an additional $3.0 million to the Company pursuant to the Second Amended and Restated SG Promissory Note for working capital purposes.
On August 28, 2020, SG Broadcasting loaned an additional $8.7 million to the Company pursuant to the Second Amended and Restated SG Promissory Note for working capital purposes.
On September 30, 2020, SG Broadcasting loaned an additional $0.3 million to the Company pursuant to an additional SG Broadcasting Promissory Note for working capital purposes.
Series A Convertible Preferred Stock
On December 13, 2019, in connection with the Fairway Acquisition, the Company issued to SG Broadcasting 220,000 shares of MediaCo Series A Convertible Preferred Stock. The MediaCo Series A Convertible Preferred Stock ranks senior in preference to the MediaCo Class A common stock, MediaCo Class B common stock, and the MediaCo Class C common stock. Pursuant to our 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 Convertible Preferred Stock, will be subject to certain restrictions, including that (i) the MediaCo Series A Convertible Preferred Stock 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 Convertible Preferred Stock could be converted when such conversion becomes active, and (ii) the MediaCo Series A Convertible Preferred Stock, 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 Convertible Preferred Stock shall accrue cumulative dividends, payable in kind, at an annual rate equal to the interest rate on any senior credit facility of the Company, or if no senior debt is outstanding, 6.0%, plus additional increases of 1.0% on December 12, 2020 and each anniversary thereof.
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Other liquidity matters
As part of the acquisition of SG Broadcasting’s controlling interest in the Company from Emmis on November 25, 2019, Emmis retained the working capital of the stations, but the Company was permitted to collect and use, for a period of nine months, the first $5.0 million of net working capital attributable to the stations as of the closing date. This amount was paid to Emmis during the three months ended September 30, 2020.
On April 22, 2020, MediaCo and Emmis entered into a certain Loan Proceeds Participation Agreement (the “LPPA”) pursuant to which (i) Emmis agreed to use certain of the proceeds of the loan Emmis received pursuant to the Paycheck Protection Program (“PPP”) under Division A, Title I of the CARES Act to pay certain wages of employees leased to MediaCo pursuant to the Employee Leasing Agreement, between Emmis and MediaCo, (ii) Emmis agreed to waive up to $1.5 million in reimbursement obligations of MediaCo to Emmis under the Employee Leasing Agreement to the extent that the PPP Loan is forgiven, and (iii) MediaCo agreed to promptly pay Emmis an amount equal to 31.56% of the amount of the PPP Loan, if any, that Emmis is required to repay, up to the amount of the reimbursement obligations forgiven under (ii) above. Standard General L.P., on behalf of all of the funds for which it serves as an investment advisor, agreed to guaranty MediaCo’s obligations under the LPPA. As of the date of these financial statements, Emmis believes that the loan will be forgiven as Emmis believes it has spent the proceeds on qualifying expenditures. Accordingly, $1.5 million of leased employee expense was waived by Emmis during the year ended December 31, 2020.
acquisitions.
The accompanying consolidated
and combined 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 ASC Topic 205-40,
“Going“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 the filing of these financial statements
(March 30, 2021)(April 1, 2024). Management considered the Company’s ability to forecast future cash flows, current financial condition, sources of liquidity and debt service obligations due on or before
March 30, 2022.April 1, 2025.
The Company has
been negatively impacted by COVID-19,experienced downturns in revenues and profitability and expects
COVID-19these to continue
to negatively impact revenues and profitability 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.
The Company
At December 31, 2023, we had $6.5 million outstanding to Emmis under the Emmis Convertible Promissory Note (as defined in Note 13), all of which is classified as current and has debt service obligations of approximately
$8.6$7.1 million due under its
Senior Credit FacilityEmmis Convertible Promissory Note from
March 30, 2021April 1, 2024 (the date of issuance of these financial statements) through
March 30, 2022. In addition, our Senior Credit Facility requires usApril 1, 2025. As a result of this debt service obligation to
maintain Minimum Liquidity (as defined in the Senior Credit Facility) of $2.5 million until November 25, 2021, and $3.0 million for the period thereafter. During the year ended December 31, 2020, the Company obtained amendments to our Senior Credit Facility in order to, among other things, suspend the testing of the Consolidated Fixed Charge Coverage Ratio (as defined in the Senior Credit Facility) until July 1, 2021, at which time the Company will once again be required to comply with a Fixed Charge Coverage Ratio of 1.10:1.00. The Company expects its revenues and profitability will continue to be adversely impacted by the COVID-19 pandemic, and the duration and severity of the impact is unknown as of the date of issuance of these financial statements. ManagementEmmis, management anticipates
that the Company will be unable to meet its liquidity needs
and comply with the covenants of our Senior Credit Facility for the next twelve months with cash and cash equivalents on hand
and projected cash flows from
operations, and/or additional borrowings.In addition, the Senior Credit Facility includes a loan to value calculation, whereby the amount of debt outstanding thereunder is limited to a formula based on 60% of the fair value of the Company’s FCC licenses plus a multiple of the Company’s Billboard Cash Flow (as defined in the Senior Credit Facility). If the most recent appraisal of the fair value of our FCC licenses obtained in connection with our annual impairment testing as of October 1, 2020 is deemed to be an Acceptable Appraisal (as defined in the Senior Credit Facility) by our lender in its sole discretion, we will have a shortfall in this calculation, requiring a repayment of approximately $8.0 million of Senior Credit Facility debt. Our lender is not required to accept this appraisal and has the right to obtain a different appraisal, which could result in a different repayment amount, if any.
operations. As a result, of the conditions identified above, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company’s independent auditor has included an explanatory paragraph regarding the Company’s ability
Management is prepared to
continueimplement additional cost cutting measures, as
a going concern in its report on these consolidatednecessary, and
combined financial statements, which constitutes an event of default under the Senior Credit Facility. Upon this event of default, under the Senior Credit Facility, the lender may, but is not required to, declare all or any portion of the unpaid principal amount of the Senior Credit Facility, including interest accrued and unpaid, to be immediately due and payable, and/or to increase the annual interest rate in effect by 3%. Consequently, amounts outstanding under the Senior Credit Facility as of December 31, 2020 have been classified as current liabilities in the accompanying consolidated and combined financial statements. Furthermore, depending on the duration and severity of the impact the COVID-19 pandemic has on our businesses and any action our lender may take, we may record impairments of assets in the future.Management intends to request a waiver or amendment to its Senior Credit Facility and seek additional borrowings from Standard General to cure the existing event of default and anticipated future covenant violations.meet its debt service obligations, if needed. While the Company has been successful in obtaining waivers and amendments under its Senior Credit Facility and has also received additional liquidity from Standard General in the past, no assurances can be made that the Company will be successful or receive such liquidity in the future.
28
Table Ofof ContentsSOURCES OF LIQUIDITY
Our primary sources of liquidity are cash provided by operations and cash available through borrowings under the SG Broadcasting Promissory Note. Our primary uses of capital have been, and are expected to continue to be, capital expenditures, working capital, debt service requirements and acquisitions.
At December 31,
20202023 we had cash,
and cash equivalents
and restricted cash of
$4.2$7.1 million and net working capital of
($62.5)$2.2 million. At December 31,
2019,2022, we had cash,
and cash equivalents
and restricted cash of
$2.1$15.3 million and net working capital of
($4.7)$13.3 million.
ThisThe decrease in net working capital
is duewas driven by payment of income taxes related to the
reclassificationgain on sale of
our Senior Credit FacilityFairway and lower accounts receivable as
a current liability. Excludingsales declined in the current
maturity of our Senior Credit Facility, our working capital at December 31, 2020 would be $6.3 million, an increase in net working capital from December 31, 2019. The increase is largely due to the decrease in accounts payable and accrued expenses as working capital amounts due to Emmis as of December 31, 2019, were paid during the year ended December 31, 2020. This was principally financed with additional borrowings.Operating Activities
Cash flows provided by operating activities were $3.6 million for the ten months ended December 31, 2019 versus cash flows used in operating activities of $9.6 million for the year ended December 31, 2020. The decrease in cash flows provided by operating activities was mostly attributable to a decline in revenues as a result of the COVID-19 pandemic, increased interest expense when compared to the prior period, and the payment of working capital amounts due to Emmis during the year ended December 31, 2020.
Investing Activities
Cash flows used in investing activities of $0.4 million for the year ended December 31, 2020, was attributable to capital expenditures.
Cash flows used in investing activities of $43.2 million for the ten months ended December 31, 2019 consisted of $43.1 million used to purchase Fairway Outdoor and $0.1 million used for capital expenditures.
Financing Activities
Cash provided by financing activities of $12.1 million for the year ended December 31, 2020, primarily consisted of proceeds of debt of $12.2 million, net of debt payments.
Cash provided by financing activities of $41.7 million for the ten months ended December 31, 2019 primarily consisted of proceeds of debt of $29.4 million and proceeds from the issuance of stock of $22.0 million. This was partially offset by net transactions with Emmis of $6.3 million and payments of debt related costs of $2.5 million.
As of December 31, 2020, MediaCo had outstanding $71.0 million of borrowings under the Senior Credit Facility, of which $1.8 million is current. As of December 31, 2020, the borrowing rate under our Senior Credit Facility was 9.5%.
Additionally, MediaCo had $5.5 and $21.4 million of promissory notes outstanding at December 31, 2020 to Emmis and SG Broadcasting, respectively, all of which is classified as long term debt.
The debt service requirements of MediaCo over the next twelve-month period are expected to be $8.6 million related to our Senior Credit Facility ($1.8 million of principal repayments and $6.8 million of interest payments). These anticipated payments assume our lender does not accelerate the debt as a result of non-compliance with any debt covenant described above. The Senior Credit Facility bears interest at a variable rate. The Company estimates interest payments by using the amounts outstanding as of December 31, 2020 and then-current interest rates. There are no debt service requirements over the next twelve months for either the Emmis Convertible Promissory Note or the SG Broadcasting Promissory Note.
year.
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.
However, our Senior Credit Facility substantially limits our ability to make acquisitions.INTANGIBLES
As of
Operating Activities
Cash used in continuing operating activities was$5.6 million for the year ended December 31, 2020, approximately 43%2023 compared to cash provided by continuing operating activities of $2.3 million for the year ended December 31, 2022. The decrease was mainly attributable to payments of income taxes, lower collections of accounts receivable compared to the prior year, and lower accounts payable in the current year due to timing of payments.
Investing Activities
Cash used in continuing investing activities was $1.7 million for the year ended December 31, 2023, primarily attributable to capital expenditures related to a new digital platform project and the build out of our total assets consistednew space for radio operations and corporate offices. Cash provided by investing activities of FCC licenses. In$77.6 million for the caseyear ended December 31, 2022 was primarily attributable to the proceeds from the sale of Fairway, partially offset by capital expenditures.
Financing Activities
Cash used in continuing financing activities was $1.2 million for the year ended December 31, 2023, primarily attributable to repurchases of our radio stations, we would not be ableClass A common stock of $0.8 million and settlement of tax withholding obligations of $0.4 million.
Cash used in continuing financing activities was $70.1 million for the year ended December 31, 2022, primarily attributable to
operate the
properties without the related FCC license for each property. FCC licenses are renewed every eight years; consequently, we continually monitor the activitiespay down of
our stations for compliance with regulatory requirements. Historically, alloutstanding long-term debt of
our FCC licenses have been renewed (or a waiver has been granted pending renewal) at the end$68.6 million and settlement of
their respective eight-year periods, and we expect that alltax withholding obligations of
our FCC licenses will continue to be renewed in the future.$1.3 million.
Our results of operations are usually subject to seasonal fluctuations, which result in higher second quarter revenues and operating income. For our radio operations, this seasonality is largely due to the timing of our largest concert in June of each year. Results are typically lowest in the first calendar quarter.
The impact of inflation on operations has not been significant to date. However, there can be no assurance that a high rate of inflation in the future would not have an adverse effect on operating
results, particularly since our Senior Credit Facility is comprised entirely of variable-rate debt.29
Table Of Contents
results.
OFF-BALANCE SHEET FINANCINGS AND LIABILITIES
Other than legal contingencies incurred in the normal course of business, and contractual commitments to purchase goods and services, all of which are discussed in Note 1211 to the consolidated and combined financial statements, which is incorporated by reference herein, the Company does not have any material off-balance sheet financings or liabilities. The Company does not have any majority-owned andor controlled subsidiaries that are not included in the consolidated and combined financial statements, nor does the Company have any interests in or relationships with any “special-purpose entities” that are not reflected in the consolidated and combined financial statements or disclosed in the Notes to Consolidated and Combined Financial Statements.consolidated financial statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.RISK
As a smaller reporting company, we are not required to provide this information.
30
ITEM 8. FINANCIAL
STATEMENTSSTATEMENTS AND SUPPLEMENTARY DATAReport of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of MediaCo Holding Inc. and Subsidiaries
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of MediaCo Holding Inc. and
Subsidiariessubsidiaries (the Company) as of December 31,
20202023 and
2019,2022, the related consolidated
and combined statements of operations, changes in
equity,retained earnings (deficit), and cash flows for
each of the
yeartwo years in the period ended December 31,
2020 and the ten-months ended December 31, 2019,2023, and the related notes (collectively referred to as the “consolidated
and combined financial statements”). In our opinion, the consolidated
and combined financial statements present fairly, in all material respects, the financial position of the Company at December 31,
20202023 and
2019,2022, and the results of its operations and its cash flows for
each of the
yeartwo years in the period ended December 31,
2020 and the ten-months ended December 31, 20192023, in conformity with U.S. generally accepted accounting principles.
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the
Company’sCompany's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
The
Company'sCompany’s Ability to Continue as a Going Concern
The accompanying consolidated
and combined financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated
and combined financial statements, the Company
has experienced a downturn in revenue and profitability and does not expect
to be able to meet its liquidity needs
or maintain compliance with certain of its financial covenants, which could cause the acceleration of all or a portion of unpaid principal amounts under the Company’s Senior Credit Facility, and the Company's sources of liquidity would be insufficient to satisfy such accelerated obligations if they became due within one year after the date of issuance of its consolidated
and combined financial statements. As a result, the Company has stated that substantial doubt exists about the Company’s ability to continue as a going concern. Management's evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 1. The consolidated
and combined financial statements do not include any adjustments that might result from the outcome of this uncertainty.
We have served as the Company’s auditor since 2019.
Indianapolis,
IndianaMarch 30, 2021
31
INApril 1, 2024
MEDIACO HOLDING INC. AND SUBSIDIARIES
CONSOLIDATED
AND COMBINED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
| | | For the ten months December 31, 2019 | | | For the year ended December 31, 2020 | |
| Year ended December 31, | | | Year ended December 31, |
| (in thousands, except per share amounts) | | (in thousands, except per share amounts) | 2023 | | 2022 |
NET REVENUES | | $ | 40,800 | | | $ | 39,261 | |
OPERATING EXPENSES: | | | | | | | | | OPERATING EXPENSES: | | | |
Operating expenses excluding depreciation and amortization expense | | | 31,126 | | | | 32,344 | |
Corporate expenses | | | 4,303 | | | | 4,338 | |
Depreciation and amortization | | | 1,080 | | | | 4,081 | |
Loss on disposal of assets | | | — | | | | 197 | |
Total operating expenses | | | 36,509 | | | | 40,960 | |
OPERATING INCOME (LOSS) | | | 4,291 | | | | (1,699 | ) |
OTHER EXPENSE: | | | | | | | | |
Interest expense | | | (821 | ) | | | (9,493 | ) |
| OPERATING LOSS | |
| OTHER INCOME (EXPENSE): | | OTHER INCOME (EXPENSE): | | | |
| Interest expense, net | |
| Other income | |
| Loss on debt extinguishment | |
Total other expense | | | (821 | ) | | | (9,493 | ) |
INCOME (LOSS) BEFORE INCOME TAXES | | | 3,470 | | | | (11,192 | ) |
| LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | |
PROVISION FOR INCOME TAXES | | | 1,522 | | | | 15,561 | |
CONSOLIDATED NET INCOME (LOSS) | | | 1,948 | | | | (26,753 | ) |
| NET LOSS FROM CONTINUING OPERATIONS | |
| DISCONTINUED OPERATIONS: | |
| Loss from discontinued operations before income taxes | |
| Loss from discontinued operations before income taxes | |
| Loss from discontinued operations before income taxes | |
| Gain on sale of discontinued operations | |
| Income tax benefit (expense) from discontinued operations | |
| NET (LOSS) INCOME FROM DISCONTINUED OPERATIONS | |
| CONSOLIDATED NET (LOSS) INCOME | |
PREFERRED STOCK DIVIDENDS | | | 110 | | | | 2,148 | |
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS | | $ | 1,838 | | | $ | (28,901 | ) |
| NET (LOSS) INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS | |
| | | | | | | | | |
Basic and diluted net income (loss) per share attributable to common shareholders: | | $ | 0.80 | | | $ | (4.07 | ) |
Basic and diluted weighted average common shares outstanding | | | 2,298 | | | | 7,094 | |
| Net (loss) income per share attributable to common shareholders - basic and diluted: | |
| Net (loss) income per share attributable to common shareholders - basic and diluted: | |
| Net (loss) income per share attributable to common shareholders - basic and diluted: | |
| Continuing operations | |
| Continuing operations | |
| Continuing operations | |
| Discontinued operations | |
| Net (loss) income per share attributable to common shareholders - basic and diluted: | |
| | Weighted average common shares outstanding: | |
| | Weighted average common shares outstanding: | |
| | Weighted average common shares outstanding: | |
| Basic | |
| Basic | |
| Basic | |
| Diluted | |
The accompanying notes to consolidated
and combined financial statements are an integral part of these statements.
32
MEDIACO HOLDING INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
| | DECEMBER 31, | | | DECEMBER 31, | |
| | 2019 | | | 2020 | |
| (in thousands, except share data) | | (in thousands, except share data) | DECEMBER 31,
2023 | | DECEMBER 31,
2022 |
ASSETS | | | | | | | | |
CURRENT ASSETS: | | | | | | | | |
| CURRENT ASSETS: | |
| CURRENT ASSETS: | |
Cash and cash equivalents | | $ | 2,083 | | | $ | 4,171 | |
Accounts receivable, net of allowance for doubtful accounts of $157 and $503, respectively | | | 11,101 | | | | 8,508 | |
| Cash and cash equivalents | |
| Cash and cash equivalents | |
| Restricted cash | |
| Accounts receivable, net of allowance for doubtful accounts of $353 and $122, respectively | |
Prepaid expenses | | | 1,111 | | | | 1,247 | |
Other | | | 1,798 | | | | 1,274 | |
| Current assets of discontinued operations | |
Total current assets | | | 16,093 | | | | 15,200 | |
PROPERTY AND EQUIPMENT: | | | | | | | | | PROPERTY AND EQUIPMENT: | | | |
Land and buildings | | | 1,660 | | | | 1,669 | |
| | Leasehold improvements | |
| Leasehold improvements | |
Leasehold improvements | | | 8,483 | | | | 8,479 | |
Broadcasting equipment | | | 5,956 | | | | 5,927 | |
Outdoor advertising structures | | | 27,425 | | | | 26,390 | |
| | Office equipment, computer equipment, software and automobiles | |
| Office equipment, computer equipment, software and automobiles | |
Office equipment, computer equipment, software and automobiles | | | 2,312 | | | | 2,210 | |
Construction in progress | | | — | | | | 37 | |
| | | 45,836 | | | | 44,712 | |
Less-accumulated depreciation and amortization | | | 14,273 | | | | 17,062 | |
| 6,385 | |
| Less accumulated depreciation and amortization | |
Total property and equipment, net | | | 31,563 | | | | 27,650 | |
INTANGIBLE ASSETS: | | | | | | | | | INTANGIBLE ASSETS: | | | |
Indefinite lived intangibles | | | 63,996 | | | | 63,999 | |
Goodwill | | | 11,424 | | | | 13,102 | |
| | Other intangibles | |
| Other intangibles | |
Other intangibles | | | 5,184 | | | | 5,060 | |
| | | 80,604 | | | | 82,161 | |
Less-accumulated amortization | | | 1,655 | | | | 2,944 | |
| Less accumulated amortization | |
Total intangible assets, net | | | 78,949 | | | | 79,217 | |
OPERATING LEASE RIGHT-OF-USE ASSETS | | | 26,339 | | | | 23,953 | |
OTHER ASSETS: | | | | | | | | | OTHER ASSETS: | | | |
Deferred tax assets | | | 13,863 | | | | — | |
| Operating lease right of use assets | |
Deposits and other | | | 359 | | | | 331 | |
Total other assets | | | 14,222 | | | | 331 | |
| Total assets | | $ | 167,166 | | | $ | 146,351 | |
| Total assets | |
| Total assets | |
The accompanying notes to consolidated
and combined financial statements are an integral part of these statements.
33
MEDIACO HOLDING INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS – (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
| | DECEMBER 31, | | | DECEMBER 31, | |
| | 2019 | | | 2020 | |
LIABILITIES AND EQUITY (DEFICIT) | | | | | | | | |
| (in thousands, except share data) | | (in thousands, except share data) | DECEMBER 31,
2023 | | DECEMBER 31,
2022 |
| LIABILITIES AND RETAINED DEFICIT | |
CURRENT LIABILITIES: | | | | | | | | |
| CURRENT LIABILITIES: | |
| CURRENT LIABILITIES: | |
| Accounts payable and accrued expenses | |
| Accounts payable and accrued expenses | |
Accounts payable and accrued expenses | | $ | 11,184 | | | $ | 2,557 | |
Current maturities of long-term debt | | | 3,672 | | | | 68,819 | |
Accrued salaries and commissions | | | 728 | | | | 709 | |
Deferred revenue | | | 1,688 | | | | 1,535 | |
Operating lease liabilities | | | 3,161 | | | | 3,573 | |
Other | | | 346 | | | | 549 | |
| Income taxes payable | |
| Current liabilities of discontinued operations | |
Total current liabilities | | | 20,779 | | | | 77,742 | |
LONG-TERM DEBT, NET OF CURRENT PORTION | | | 77,668 | | | | 26,935 | |
OPERATING LEASE LIABILITIES, NET OF CURRENT | | | 22,983 | | | | 20,176 | |
ASSET RETIREMENT OBLIGATION | | | 5,623 | | | | 6,316 | |
| | DEFERRED INCOME TAXES | |
| DEFERRED INCOME TAXES | |
DEFERRED INCOME TAXES | | | — | | | | 1,711 | |
OTHER NONCURRENT LIABILITIES | | | 239 | | | | 221 | |
| Total liabilities | | | 127,292 | | | | 133,101 | |
COMMITMENTS AND CONTINGENCIES (NOTE 12) | | | | | | | | |
SERIES A CUMULATIVE CONVERTIBLE PARTICIPATING PREFERRED STOCK, $0.01 PAR VALUE, 10,000,000 SHARES AUTHORIZED; 220,000 SHARES ISSUED AND OUTSTANDING | | | 22,110 | | | | 24,258 | |
SHAREHOLDERS’ EQUITY (DEFICIT): | | | | | | | | |
Net parent company investment | | | — | | | | — | |
Class A common stock, $0.01 par value; authorized 170,000,000 shares; issued and outstanding 1,666,667 shares and 1,785,880 shares at December 31, 2019 and 2020, respectively | | | 17 | | | | 18 | |
Class B common stock, $0.01 par value; authorized 50,000,000 shares; issued and outstanding 5,359,753 shares and 5,413,197 shares at December 31, 2019 and 2020, respectively | | | 54 | | | | 54 | |
| Total liabilities | |
| Total liabilities | |
| COMMITMENTS AND CONTINGENCIES (NOTE 11) | | COMMITMENTS AND CONTINGENCIES (NOTE 11) | | | |
| SERIES A CUMULATIVE CONVERTIBLE PARTICIPATING PREFERRED STOCK, $0.01 PAR VALUE, 10,000,000 SHARES AUTHORIZED; 286,031 AND 260,000 SHARES ISSUED AND OUTSTANDING AT DECEMBER 31, 2023 AND 2022 | |
| EQUITY: | | EQUITY: | | | |
| Class A common stock, $0.01 par value; authorized 170,000,000 shares; issued and outstanding 20,741,865 shares and 20,443,138 shares at December 31, 2023 and 2022, respectively | |
| Class B common stock, $0.01 par value; authorized 50,000,000 shares; issued and outstanding 5,413,197 shares at December 31, 2023 and 2022 | |
Class C common stock, $0.01 par value; authorized 30,000,000 shares; none issued | | — | | | — | |
Additional paid-in capital | | | 20,644 | | | | 20,772 | |
Accumulated deficit | | | (2,951 | ) | | | (31,852 | ) |
Total equity (deficit) | | | 17,764 | | | | (11,008 | ) |
Total liabilities and equity (deficit) | | $ | 167,166 | | | $ | 146,351 | |
| Total equity | |
| Total liabilities and equity | |
The accompanying notes to consolidated
and combined financial statements are an integral part of these statements.
34
MEDIACO HOLDING INC. AND SUBSIDIARIES
CONSOLIDATED
AND COMBINED STATEMENTS OF CHANGES IN
EQUITYRETAINED EARNINGS (DEFICIT)
FOR THE
TEN MONTHSYEARS ENDED DECEMBER 31,
20192023, AND
YEAR ENDED DECEMBER 31, 2020(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
2022 | | Class A Common Stock | | | Class B Common Stock | | | | | | | | | | | | | | | | | |
| | Shares | | | Amount | | | Shares | | | Amount | | | APIC | | | Net Parent Investment | | | Accumulated Deficit | | | Total | |
BALANCE, FEBRUARY 28, 2019 | | | — | | | $ | — | | | | — | | | $ | — | | | $ | — | | | $ | 77,478 | | | $ | — | | | $ | 77,478 | |
Net income (loss) | | | — | | | | — | | | | — | | | | — | | | | — | | | | 4,789 | | | | (2,841 | ) | | | 1,948 | |
Net distributions to Emmis Communications Corp. | | | — | | | | — | | | | — | | | | — | | | | — | | | | (8,349 | ) | | | — | | | | (8,349 | ) |
Allocated charges funded by Emmis Communications Corp. | | | — | | | | — | | | | — | | | | — | | | | — | | | | 2,193 | | | | — | | | | 2,193 | |
Transaction adjustments from transactions amongst shareholders (1) | | | 1,666,667 | | | | 17 | | | | 5,359,753 | | | | 54 | | | | 20,644 | | | | (76,111 | ) | | | — | | | | (55,396 | ) |
Preferred stock dividends | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (110 | ) | | | (110 | ) |
BALANCE, DECEMBER 31, 2019 | | | 1,666,667 | | | $ | 17 | | | | 5,359,753 | | | $ | 54 | | | $ | 20,644 | | | $ | — | | | $ | (2,951 | ) | | $ | 17,764 | |
Net loss | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (26,753 | ) | | | (26,753 | ) |
Adjustments relating to distribution of common shares | | | 16,596 | | | | — | | | | 53,444 | | | | — | | | | — | | | | — | | | | — | | | | — | |
Issuance of class A to employees, officers and directors | | | 102,617 | | | | 1 | | | | — | | | | — | | | | 128 | | | | — | | | | — | | | | 129 | |
Preferred stock dividends | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (2,148 | ) | | | (2,148 | ) |
BALANCE, DECEMBER 31, 2020 | | | 1,785,880 | | | $ | 18 | | | | 5,413,197 | | | $ | 54 | | | $ | 20,772 | | | $ | — | | | $ | (31,852 | ) | | $ | (11,008 | ) |
(1) See Note 1 for further discussion. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Class A Common Stock | | Class B Common Stock | | | | | | |
| (in thousands, except share data) | Shares | | Amount | | Shares | | Amount | | APIC | | Retained Earnings (Deficit) | | Total |
| BALANCE, DECEMBER 31, 2021 | 3,056,757 | | | $ | 31 | | | 5,413,197 | | | $ | 54 | | | $ | 24,030 | | | $ | (40,686) | | | $ | (16,571) | |
| Net income | — | | | — | | | — | | | — | | | — | | | 30,914 | | | 30,914 | |
| | | | | | | | | | | | | |
| Issuance of class A to employees, officers and directors | 530,001 | | | 6 | | | — | | | — | | | 1,275 | | | — | | | 1,281 | |
| Conversion of convertible promissory notes | 13,714,730 | | | 138 | | | — | | | — | | | 30,766 | | | — | | | 30,904 | |
| Conversion of preferred shares | 3,328,728 | | | 34 | | | — | | | — | | | 3,966 | | | — | | | 4,000 | |
| Repurchase of class A common shares | (187,078) | | | (2) | | | — | | | — | | | (220) | | | — | | | (222) | |
| Preferred stock dividends | — | | | — | | | — | | | — | | | — | | | (3,330) | | | (3,330) | |
| BALANCE, DECEMBER 31, 2022 | 20,443,138 | | | $ | 207 | | | 5,413,197 | | | $ | 54 | | | $ | 59,817 | | | $ | (13,102) | | | $ | 46,976 | |
| Net loss | — | | | — | | | — | | | — | | | — | | | (7,631) | | | (7,631) | |
| | | | | | | | | | | | | |
| Issuance of class A to employees, officers and directors | 928,607 | | | 9 | | | — | | | — | | | 1,242 | | | — | | | 1,251 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Repurchase of class A common shares | (629,880) | | | (6) | | | — | | | — | | | (765) | | | — | | | (771) | |
| Preferred stock dividends | — | | | — | | | — | | | — | | | — | | | (2,415) | | | (2,415) | |
| BALANCE, DECEMBER 31, 2023 | 20,741,865 | | | $ | 210 | | | 5,413,197 | | | $ | 54 | | | $ | 60,294 | | | $ | (23,148) | | | $ | 37,410 | |
The accompanying notes to consolidated
and combined financial statements are an integral part of these statements.
35
MEDIACO HOLDING INC. AND SUBSIDIARIES
CONSOLIDATED
AND COMBINED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
| | | For the ten months December 31, 2019 | | | For the year ended December 31, 2020 | |
OPERATING ACTIVITIES: | | | | | | | | | |
Consolidated net income (loss) | | | $ | 1,948 | | | $ | (26,753 | ) |
Adjustments to reconcile net income to net cash provided by operating activities— | | | | | | | | | |
Noncash accretion of asset retirement obligations | | | | 33 | | | | 726 | |
Noncash lease expense | | | | 1,820 | | | | 2,852 | |
Amortization of deferred financing costs, including original issue discount | | | | 50 | | | | 590 | |
Depreciation and amortization | | | | 1,080 | | | | 4,081 | |
Interest paid-in-kind | | | | — | | | | 1,684 | |
Provision for bad debts | | | | 140 | | | | 543 | |
Change in deferred income taxes | | | | 1,211 | | | | 15,561 | |
Noncash compensation | | | | 219 | | | | 129 | |
Loss on sale of assets | | | | — | | | | 197 | |
Changes in assets and liabilities— | | | | | | | | | |
Accounts receivable | | | | (1,679 | ) | | | 1,896 | |
Prepaid expenses and other current assets | | | | (797 | ) | | | 416 | |
Other assets | | | | (307 | ) | | | (331 | ) |
Accounts payable and accrued liabilities | | | | 1,624 | | | | (8,761 | ) |
Deferred revenue | | | | (371 | ) | | | (146 | ) |
Income taxes | | | | 311 | | | | — | |
Other liabilities | | | | (1,669 | ) | | | (2,327 | ) |
Net cash provided by (used in) operating activities | | | | 3,613 | | | | (9,643 | ) |
INVESTING ACTIVITIES: | | | | | | | | | |
Purchases of property and equipment | | | | (89 | ) | | | (409 | ) |
Purchase of Fairway Outdoor | | | | (43,108 | ) | | | — | |
Net cash used in investing activities | | | | (43,197 | ) | | | (409 | ) |
FINANCING ACTIVITIES: | | | | | | | | | |
Net transactions with Emmis Communications Corp. | | | | (6,280 | ) | | | — | |
Payments on long-term debt | | | | (918 | ) | | | (1,836 | ) |
Proceeds from long-term debt | | | | 29,352 | | | | 14,000 | |
Proceeds of stock issuances | | | | 22,000 | | | | — | |
Payments for debt related costs | | | | (2,487 | ) | | | (24 | ) |
Net cash provided by financing activities | | | | 41,667 | | | | 12,140 | |
INCREASE IN CASH AND CASH EQUIVALENTS | | | | 2,083 | | | | 2,088 | |
CASH AND CASH EQUIVALENTS: | | | | | | | | | |
Beginning of period | | | | — | | | | 2,083 | |
End of period | | | $ | 2,083 | | | $ | 4,171 | |
SUPPLEMENTAL DISCLOSURES: | | | | | | | | | |
Cash paid for — | | | | | | | | | |
Interest | | | $ | 606 | | | $ | 7,067 | |
Noncash financing transactions — | | | | | | | | | |
Consideration received by Emmis Communications Corporation as a result of the Transaction described in Note 1 to the accompanying consolidated and combined financial statements | | | | 105,339 | | | | — | |
Value of stock issued to employees under stock compensation program | | | | | | | | 129 | |
Noncash debt-related costs | | | | | | | | 281 | |
| | | | | | | | | | | |
| Year ended December 31, |
| (in thousands) | 2023 | | 2022 |
| OPERATING ACTIVITIES: | | | |
| Consolidated net (loss) income | $ | (7,631) | | | $ | 30,914 | |
| Less: Loss (income) from discontinued operations, net of tax | 210 | | | (40,709) | |
| Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities from continuing operations: | | | |
| Noncash loss on debt extinguishment | — | | | 1,180 | |
| Depreciation and amortization | 568 | | | 666 | |
| Amortization of deferred financing costs, including original issue discount | — | | | 610 | |
| Noncash interest expense | 508 | | | 1,436 | |
| Noncash lease expense | 1,557 | | | 2,162 | |
| Provision for bad debts | 282 | | | 2 | |
| | | |
| Provision for deferred income taxes | 272 | | | 336 | |
| Noncash compensation | 1,688 | | | 2,514 | |
| Loss on sale of property and equipment | 565 | | | 5 | |
| Other noncash items | 342 | | | 53 | |
| Changes in assets and liabilities: | | | |
| Accounts receivable | 1,611 | | | 3,626 | |
| Prepaid expenses and other current assets | (162) | | | 576 | |
| Other assets | — | | | — | |
| Accounts payable and accrued liabilities | (1,526) | | | 1,062 | |
| Deferred revenue | (268) | | | (472) | |
| Operating lease liabilities | (238) | | | (2,319) | |
| Income taxes | (3,129) | | | — | |
| Other liabilities | (219) | | | 678 | |
| Net cash (used in) provided by continuing operating activities | (5,570) | | | 2,320 | |
| Net cash provided by (used in) discontinued operating activities | 255 | | | (122) | |
| Net cash (used in) provided by operating activities | (5,315) | | | 2,198 | |
| INVESTING ACTIVITIES: | | | |
| Purchases of property and equipment | (1,069) | | | (76) | |
| Purchases of internally-created software | (597) | | | (1,293) | |
| | | |
| Proceeds from sale of discontinued operations | — | | | 78,982 | |
| Net cash (used in) provided by continuing investing activities | (1,666) | | | 77,613 | |
| Net cash used in discontinued investing activities | — | | | (422) | |
| Net cash (used in) provided by investing activities | (1,666) | | | 77,191 | |
| FINANCING ACTIVITIES: | | | |
| Payments on long-term debt | — | | | (68,573) | |
| | | |
| | | |
| Repurchases of class A common stock | (771) | | | (222) | |
| | | |
| Settlement of tax withholding obligations | (440) | | | (1,343) | |
| Net cash used in continuing financing activities | (1,211) | | | (70,138) | |
| Net cash used in discontinued financing activities | (38) | | | (71) | |
| Net cash used in financing activities | (1,249) | | | (70,209) | |
| (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (8,230) | | | 9,180 | |
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH: | | | |
| Beginning of period | 15,301 | | | 6,121 | |
| End of period | $ | 7,071 | | | $ | 15,301 | |
| | | |
| | | |
| SUPPLEMENTAL DISCLOSURES: | | | |
| Cash paid for: | | | |
| Interest | $ | — | | | $ | 6,308 | |
| Income taxes - Federal | 2,290 | | | — | |
| Income taxes - State | 752 | | | — | |
| | | |
| | | |
The accompanying notes to consolidated
and combined financial statements are an integral part of these statements.
36
MEDIACO HOLDING INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED
AND COMBINED FINANCIAL STATEMENTS
(
DOLLARS IN THOUSANDS UNLESS INDICATED OTHERWISE)Dollars in Thousands Unless Indicated Otherwise)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
MediaCo Holding Inc. (“MediaCo” or the “Company”) is an Indiana corporationowned 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 are 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 Emmis Communications Corporation (“Emmis”) to facilitatethe 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 consolidated balance sheets and the results of our Fairway business have been presented as discontinued operations in our consolidated statements of income for all periods presented as the sale
ofrepresented a
controlling intereststrategic shift in
Emmis’ radio stations WQHT-FMour business that had a major effect on our operations and
WBLS-FM (the “Stations”)financial results. Unless otherwise noted, discussion in the notes to
SG Broadcasting LLC (“SG Broadcasting”), an affiliate of Standard General L.P. (“Standard General”) pursuantconsolidated financial statements refers to
an agreement entered into on June 28, 2019. The sale (the “Transaction”) closed on November 25, 2019. On November 26, 2019, the Company’s Form 10 was declared effective and the Company became subject to SEC periodic filing requirements. As of December 31, 2019, all of the Company’s Class A common stock was held by Emmis and all the Company’s Class B common stock was held by SG Broadcasting. On January 17, 2020, Emmis distributed the Class A common stock pro rata to Emmis’ shareholders, making MediaCo a publicly traded company listed on the Nasdaq Capital Market.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
after giving effect to the contribution of the Stations by Emmis, as well as to the Stations while they were wholly owned by Emmis. Prior to November 25, 2019, MediaCo had not conducted any business as a separate company and
had no assets or liabilities. The operations of the Stations contributed to us by Emmis on November 25, 2019, are presented as if they were our operations for all historical periods described and at the carrying value of such assets and liabilities reflected in Emmis’ books and records.On December 9, 2019, the Company’s Board approved the assumption from an affiliate of SG Broadcasting of an agreement to purchase FMG Valdosta, LLC and FMG Kentucky, LLC (“Fairway Outdoor”) from Fairway Outdoor Advertising Group, LLC (the “Fairway Acquisition”). Closing of the transaction occurred on December 13, 2019. FMG Valdosta, LLC and FMG Kentucky, LLC are outdoor advertising businesses that operate advertising displays principally across Kentucky, West Virginia, Florida and Georgia.
Our assets consist of two radio stations, WQHT-FM and WBLS-FM, which serve the New York City metropolitan area, as well as approximately 3,300 advertising structures in the Southeast (Valdosta) region and Mid-Atlantic (Kentucky) region of the United States. We derive our revenues primarily from radio and outdoor advertising sales, but we also generate revenues from events, including sponsorships and ticket sales.
On October 25, 2019, in order to more closely align our operations and internal controls with standard market practice, our Board of Directors approved the change in our fiscal year end from the last day in February to December 31. The result is that the comparative period of this report covers the ten-month period March 1, 2019 to December 31, 2019. A comparative, unaudited income statement for the year ended December 31, 2019 is presented below.
its subsidiaries. | For the Year Ended December 31, 2019 (unaudited) | |
NET REVENUES | $ | 45,834 | |
OPERATING EXPENSES: | | | |
Operating expenses excluding depreciation and amortization expense | | 35,606 | |
Corporate expenses | | 4,303 | |
Depreciation and amortization | | 1,352 | |
Total operating expenses | | 41,261 | |
OPERATING INCOME | | 4,573 | |
OTHER EXPENSE: | | | |
Interest expense | | (821 | ) |
Total other expense | | (821 | ) |
INCOME BEFORE INCOME TAXES | | 3,752 | |
PROVISION FOR INCOME TAXES | | 1,646 | |
CONSOLIDATED NET INCOME | | 2,106 | |
PREFERRED STOCK DIVIDENDS | | 110 | |
NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ | 1,996 | |
NET INCOME PER SHARE- BASIC AND DILUTED | | 0.91 | |
WEIGHTED AVERAGE SHARES OUTSTANDING- BASIC AND DILUTED | | 2,195,300 | |
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Basis of Presentation and Combination
Consolidation
Our
Consolidated and Combined Financial Statementsconsolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America
(GAAP)(“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.
For the period from March 1, 2019 through November 25, 2019 of the ten months ended December 31, 2019, MediaCo was 100% owned by Emmis. Our financial statements for these periods are derived from the books and records of Emmis and were carved-out from Emmis at a carrying value reflective of historical cost in Emmis’ records. Our historical combined financial results include an allocation of expense related to certain Emmis corporate functions, including executive oversight, legal, finance, human resources, and information technology. These expenses have been allocated to us based on direct usage or benefit where specifically identifiable, with the remainder allocated primarily on a pro rata basis of revenue, headcount and other measures. We consider this expense allocation methodology and results thereof to be reasonable for all periods presented. However, the allocations may not be indicative of the actual expense that would have been incurred had we operated as an independent, publicly traded company for all periods presented. It is impracticable to estimate what the standalone costs of MediaCo would have been in the historical periods.
The equity balance in the consolidated and combined financial statements prior to the Transaction represents the excess of total assets over total liabilities. All transactions between the Stations and Emmis were considered to be effectively settled in the consolidated and combined financial statements at the time the intercompany transaction was recorded. The total net effect of the settlement of these intercompany transactions is reflected in the consolidated and combined statements of cash flow as a financing activity and in the consolidated and combined statements of changes in equity as net parent company investment.
Upon consummation of the Transaction, the debt which the Company assumed in connection with transactions between shareholders was recorded to equity, and the total amount of net parent company investment was reclassified to additional paid in capital in the accompanying consolidated and combined financial statements.
In connection with the Transaction, the Company recorded deferred tax assets associated with the difference between the book basis and the tax basis of the Stations’ assets. The Company also eliminated certain tax accounts of the Stations from historical periods prior to the Transaction. These adjustments are included as transaction adjustments in the accompanying consolidated and combined statements of changes in equity and resulted in a net increase to equity of $8.4 million as of the Transaction date.
The accompanying consolidated
and combined 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 ASC Topic 205-40,
“Going“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 the filing of these financial statements
(March 30, 2021)(April 1, 2024). Management considered the Company’s ability to forecast future cash flows, current financial condition, sources of liquidity and debt service obligations due on or before
March 30, 2022.April 1, 2025.
The Company has
been negatively impacted by COVID-19,experienced downturns in revenues and profitability and expects
COVID-19these to continue
to negatively impact revenues and profitability 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.
The Company has debt service obligations of approximately
$8.6$7.1 million due under its
Senior Credit FacilityEmmis Convertible Promissory Note (as defined in Note 13) from
March 30, 2021April 1, 2024 (the date of issuance of these financial statements) through
March 30, 2022. In addition, our Senior Credit Facility requires usApril 1, 2025. As a result of this debt service obligation to
maintain Minimum Liquidity (as defined in the Senior Credit Facility) of $2.5 million until November 25, 2021, and $3.0 million for the period thereafter. During the year ended December 31, 2020, the Company obtained amendments to our Senior Credit Facility in order to, among other things, suspend the testing of the Consolidated Fixed Charge Coverage Ratio (as defined in the Senior Credit Facility) until July 1, 2021, at which time the Company will once again be required to comply with a Fixed Charge Coverage Ratio of 1.10:1.00. The Company expects its revenues and profitability will continue to be adversely impacted by the COVID-19 pandemic, and the duration and severity of the impact is unknown as of the date of issuance of these financial statements. ManagementEmmis, management anticipates
that the Company will be unable to meet its liquidity needs
and comply with the covenants of our Senior Credit Facility for the next twelve months with cash and cash equivalents on hand
and projected cash flows from
operations, and/or additional borrowings.In addition, the Senior Credit Facility includes a loan to value calculation, whereby the amount of debt outstanding thereunder is limited to a formula based on 60% of the fair value of the Company’s FCC licenses plus a multiple of the Company’s Billboard Cash Flow (as defined in the Senior Credit Facility). If the most recent appraisal of the fair value of our FCC licenses obtained in connection with our annual impairment testing as of October 1, 2020 is deemed to be an Acceptable Appraisal (as defined in the Senior Credit Facility) by our lender in its sole discretion, we will have a shortfall in this calculation, requiring a repayment of approximately $8.0 million of Senior Credit Facility debt. Our lender is not required to accept this appraisal and has the right to obtain a different appraisal, which could result in a different repayment amount, if any.
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operations. As a result, of the conditions identified above, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company’s independent auditor has included an explanatory paragraph regarding the Company’s ability
Management is prepared to
continueimplement additional cost cutting measures, as
a going concern in its report on these consolidatednecessary, and
combined financial statements, which constitutes an event of default under the Senior Credit Facility. Upon this event of default, under the Senior Credit Facility, the lender may, but is not required to, declare all or any portion of the unpaid principal amount of the Senior Credit Facility, including interest accrued and unpaid, to be immediately due and payable, and/or to increase the annual interest rate in effect by 3%. Consequently, amounts outstanding under the Senior Credit Facility as of December 31, 2020 have been classified as current liabilities in the consolidated and combined financial statements. Furthermore, depending on the duration and severity of the impact the COVID-19 pandemic has on our businesses and any action our lender may take, we may record impairments of assets in the future.Management intends to request a waiver or amendment to its Senior Credit Facility and seek additional borrowings from Standard General to cure the existing default and anticipated future covenant violations.meet its debt service obligations, if needed. While the Company has been successful in obtaining waivers and amendments under its Senior Credit Facility and has also received additional liquidity from Standard General in the past, no assurances can be made that the Company will be successful or receive such liquidity in the future.
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Allocation Policies
The following allocation policies were established by management of Emmis. Unless otherwise noted, these policies were consistently applied in the historical financial statements. In the opinion of management, the methods for allocating these costs were reasonable. It is not practicable to estimate the costs that would have been incurred by us if we had been operated on a stand‑alone basis.
(i) Specifically Identifiable Operating Expenses
Costs which related entirely to the operations of the Stations were attributed entirely to the Stations. These expenses consisted of costs of personnel who are 100% dedicated to the operations of the Stations, all costs associated with locations that conducted only the business of the Stations and amounts paid to third parties for services rendered to the Stations. In addition, any costs incurred by Emmis, which were specifically identifiable to the operations of the Stations, were attributed to the Stations.
(ii) Shared Operating Expenses
Emmis incurred the cost of certain corporate general and administrative services and shared services that benefited all of its entities, including the Stations. These shared services included radio executive management, legal, accounting, information services, telecommunications, human resources, insurance, and intellectual property compliance and maintenance. These costs were allocated to the Stations based on one of the following allocation methods: (1) percentage of Company revenues, (2) percentage of Company’s radio revenues, (3) headcount, and (4) pro rata portion based on the number of stations owned by Emmis. Management determined which allocation method was appropriate based on the nature of the shared service being provided.
(iii) Taxes
The Stations' allocated share of the consolidated Emmis federal tax provision was determined using the separate return method. Under the separate return method, tax expense or benefit was calculated as if the Stations were subject to their own tax returns. State income taxes generally were allocated in a similar manner. Deferred tax assets and liabilities were determined based on differences between the financial reporting and tax bases of assets and liabilities carried by the Stations, and were measured using the enacted tax rates that are expected to be in effect in the period in which these differences were expected to reverse. The principal components of deferred taxes related to tax amortization of indefinite-lived intangibles, namely FCC licenses, which are not amortized (but subject to impairment testing) for financial reporting purposes.
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(iv) Allocated Charges
Allocations of Emmis’ costs were included in the combined condensed statements of operations of the Stations as follows:
| For the Ten Months Ended December 31, 2019 | | | For the Year Ended December 31, 2020 | |
Station operating expenses, excluding depreciation and amortization expense | $ | 1,903 | | | $ | — | |
Noncash compensation | | 219 | | | | — | |
Allocated charges from Emmis | $ | 2,122 | | | $ | — | |
Revenue Recognition
The Company generates revenue from the sale of services
and products 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, and (iv) outdoor 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 financial statements are reflected on a net basis, after the deduction of advertising agency fees, usually at a rate of 15% of gross revenues.
Allowance for Doubtful Accounts
An allowance for doubtful accounts is recorded based on management’s judgment of the collectability of receivables. When assessing the collectability of receivables, management considers, among other things, historical loss experience and existing economic conditions. Amounts are written off after all normal collection efforts have been exhausted. The activity in the allowance for doubtful accounts for the
ten monthsyears ended December 31,
20192023, and
the year ended December 31, 20202022, was as follows:
| | Balance At Beginning Of Period | | | Provision | | | Write-Offs | | | Balance At End Of Period | |
Ten months ended December 31, 2019 | | $ | 198 | | | | 140 | | | | (181 | ) | | $ | 157 | |
Year ended December 31, 2020 | | $ | 157 | | | | 543 | | | | (197 | ) | | $ | 503 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Balance At Beginning Of Period | | Provision | | Write-Offs | | Balance At End Of Period |
| Year ended December 31, 2022 | $ | 186 | | | 2 | | | (66) | | | $ | 122 | |
| Year ended December 31, 2023 | $ | 122 | | | 282 | | | (51) | | | $ | 353 | |
Cash and Cash Equivalents
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 December 31, 2023 and 2022 represents $1.3 million and $2.5 million, respectively, held in escrow related to the Company's disposition of the Fairway business and $1.9 million and $1.8 million, respectively, 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 and included in the line item Deposits and Other in the consolidated balance sheets.
Property and equipment are recorded at cost. Depreciation is generally computed using the straight-line method over the estimated useful lives of the related assets, which are 30 to39 years for buildings, the shorter of economic life or expected lease term for leasehold improvements, five to seven years for broadcasting equipment, five years for automobiles, office equipment and computer equipment, 15 years for advertising structures, and three to five years for software. Maintenance, repairs and minor renewals are expensed as incurred; improvements are capitalized. On a continuing basis, the Company reviews the carrying value of property and equipment for impairment. If events or changes in circumstances were to indicate that an asset carrying value may not be recoverable, a write-down of the asset would be recorded through a charge to operations. See below for more discussion of impairment policies related to our property and equipment. Depreciation expense for the ten monthsyears ended December 31, 20192023, and year ended December 31, 20202022, was $0.8$0.3 million and $2.8$0.6 million, respectively.
Intangible Assets
and GoodwillIndefinite-lived Intangibles
and GoodwillGoodwill consists of the excess of the purchase price over the fair value of tangible and identifiable intangible net assets acquired.
In accordance with ASC Topic 350, “Intangibles—Goodwill and Other,” goodwill, radio broadcasting licenses and tradenames are not amortized, but are tested at least annually for impairment at the reporting unit level and unit of accounting level, respectively. We test for impairment annually, on October 1 of each year, or more frequently when events or changes in circumstances or other conditions suggest impairment may have occurred. Impairment exists when the asset carrying values exceed their respective fair values, and the excess is then recorded to operations as an impairment charge. See Note 10 — Intangible Assets, and Goodwill, for more discussion of our annual impairment tests performed during the ten-month periodyears ended December 31, 20192023, and year ended December 31, 2020.2022.
Definite-lived Intangibles
The Company’s definite-lived intangible assets consist of
software developed internally and programming agreements related to our radio
business and customer relationships relating to our outdoor advertising business. These are amortized over the period of time the intangible assets are expected to contribute directly or indirectly to the Company’s future cash flows.
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Advertising costs are expensed when incurred. Advertising expenses were
$0.4$0.5 million and $0.6 million for
both the
ten monthsyears ended December 31,
2019,2023, and
year ended December 31, 2020.Asset Retirement Obligations
We are required to estimate our obligations upon the termination or non-renewal of a lease to dismantle and remove its advertising structures from the leased land and to reclaim the site to its original condition. The Company records the present value of obligations associated with the retirement of its advertising structures in the period in which the obligation is incurred. When the liability is recorded the cost is capitalized as part of the related advertising structure’s carrying amount. Over time, accretion of the liability is recognized as an operating expense and the capitalized cost is depreciated over the expected useful life of the related asset.
The significant assumptions used in estimating the asset retirement obligation include the third-party cost of removing the asset, the cost of remediating the leased property to its original condition where required and the timing and number of lease renewals, all of which are estimated based on historical experience. The interest rate used to calculate the present value of such costs over the estimated retirement period is based on an estimated risk adjusted credit rate for the same period.
2022, respectively.
Deferred Revenue and Barter Transactions
Deferred revenue includes deferred barter and other transactions in which payments are received prior to the performance of services (e.g., cash-in-advance advertising). Barter transactions are recorded at the estimated fair value of the product or service received. Revenue from barter transactions is recognized when commercials are broadcast. The appropriate expense or asset is recognized when merchandise or services are used or received. Barter revenues
were $0.8 million for the
ten monthsyears ended December 31,
2019,2023, and
year2022. Barter expenses were $0.8 million for the years ended December 31,
2020 were $0.8 million,2023, and
$0.9 million, respectively. Barter expenses were $0.9 million for both periods.2022.
Our basic and diluted net lossincome (loss) per share is computed using the two-class method. The two-class method is an earnings allocation that determines net income (loss) 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 did not have any participating securities forelected to determine the ten-month period ended December 31, 2019, asearnings allocation based on income (loss) from continuing operations. As there is a loss from continuing operations, all potentially dilutive items were anti-dilutive and thus basic and diluted weighted-average shares are the preferred stock only became convertible to common stock on May 25, 2020. For the ten-month period ended December 31, 2019, the Class A shares issued to Emmis at the close of the Transaction have been assumed to be outstanding for the whole ten-month period. same.
The following is a reconciliation of basic and diluted net
lossincome (loss) per share attributable to Class A and Class B common shareholders:
| For the Ten Months Ended December 31, | | | For the Year Ended December 31, | |
| 2019 | | | 2020 | |
Net income (loss) | $ | 1,948 | | | $ | (26,753 | ) |
Preferred dividends | | 110 | | | | 2,148 | |
Net income (loss) attributable to common shareholders | $ | 1,838 | | | $ | (28,901 | ) |
Basic and diluted weighted average Class A shares outstanding | | 1,667 | | | | 1,683 | |
Net income (loss) per share attributable to Class A shareholders | $ | 0.80 | | | $ | (4.07 | ) |
Basic and diluted weighted average Class B shares outstanding | | 631 | | | | 5,411 | |
Net income (loss) per share attributable to Class B shareholders | $ | 0.80 | | | $ | (4.07 | ) |
| | | | | | | | | | | |
| Year Ended December 31, |
| 2023 | | 2022 |
| Numerator: | | | |
| Loss from continuing operations | $ | (7,421) | | | $ | (9,795) | |
| Less: Preferred stock dividends | (2,415) | | | (3,330) | |
| | | |
| Loss from continuing operations available to common shareholders | (9,836) | | | (13,125) | |
| (Loss) income from discontinued operations, net of income taxes | (210) | | | 40,709 | |
| Net (loss) income available to common shareholders | (10,046) | | | 27,584 | |
| | | |
| Denominator: | | | |
| Weighted-average shares of common stock outstanding — basic and diluted | 24,876 | | | 13,380 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| Earnings per share of common stock attributable to common shareholders: | | | |
| Net (loss) income per share attributable to common shareholders - basic and diluted: | | | |
| Continuing operations | $ | (0.39) | | | $ | (0.98) | |
| Discontinued operations | (0.01) | | | 3.04 | |
| Net (loss) income per share attributable to common shareholders - basic and diluted: | $ | (0.40) | | | $ | 2.06 | |
| | | |
| | | |
| | | |
| | | |
| | | |
Because we have incurred a net loss for the period where the Company had potentially dilutive securities, diluted net loss per common share is the same as basic net loss per common share.
The following convertible equity shares and restricted stock awards were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive.
There were no potentially dilutive shares for the ten-month period ended December 31, 2019 as neither the convertible promissory notes issued to Emmis and SG Broadcasting described in Note 6, nor the Series A convertible preferred stock, were convertible until May 25, 2020. The Company did not issue any restricted stock awards until the year ended December 31, 2020. | For the Ten Months Ended December 31, | | | For the Year Ended December 31, | |
| 2019 | | | 2020 | |
| Year Ended December 31, | | | Year Ended December 31, |
| (in thousands) | | (in thousands) | 2023 | | 2022 |
Convertible Emmis promissory note | $ | — | | | $ | 1,370 | |
Convertible Standard General promissory notes | | — | | | | 5,308 | |
Series A convertible preferred stock | | — | | | | 6,005 | |
Restricted stock awards | | — | | | | 39 | |
Total | $ | — | | | $ | 12,722 | |
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The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequence of events that have been recognized in the Company’s financial statements or income tax returns. Income taxes are recognized during the year in which the underlying transactions are reflected in the consolidated statements of operations. Deferred taxes are provided for temporary differences between amounts of assets and liabilities as recorded for financial reporting purposes and amounts recorded for income tax purposes.
After determining the total amount of deferred tax assets, the Company determines whether it is more likely than not that some portion of the deferred tax assets will not be realized. If the Company determines that a deferred tax asset is not likely to be realized, a valuation allowance will be established against that asset to record it at its expected realizable value.
Definite-Lived Long-Lived Tangible Assets
The Company periodically considers whether indicators of impairment of
definite-lived long-lived tangible assets are present. If such indicators are present, the Company determines whether the sum of the estimated undiscounted cash flows attributable to the assets in question is less than their carrying value. If less, the Company recognizes an impairment loss based on the excess of the carrying amount of the assets over their respective fair values. Fair value is determined by discounted future cash flows, appraisals and other methods. If the assets determined to be impaired are to be held and used, the Company recognizes an impairment charge to the extent the asset’s carrying value is greater than the fair value. The fair value of the asset then becomes the asset’s new carrying value, which
if applicable, the Company depreciates or amortizes over the remaining estimated useful life of the asset.
Estimates
The Company has been actively monitoring the COVID-19 situation and its impact globally, as well as domestically and in the markets we serve. Our priority has been the safety of our employees, as well as the informational needs of the communities that we serve. Through the first few months of calendar 2020, the disease became widespread around the world, and on March 11, 2020, the World Health Organization declared a pandemic. In an effort to mitigate the continued spread of COVID-19, many federal, state and local governments have mandated various restrictions, including travel restrictions, restrictions on non-essential businesses and services, restrictions on public gatherings and quarantining of people who may have been exposed to the virus. These restrictions, in turn, caused the United States economy to decline and businesses to cancel or reduce amounts spent on advertising, negatively impacting our advertising-based businesses. Furthermore, some of our advertisers have seen a material decline in their businesses and may not be able to pay amounts owed to us when they come due. If the spread of COVID-19 continues, or is suppressed but later reemerges, and public and private entities continue to implement restrictive measures, we expect that our results of operations, financial condition and cash flows will continue to be negatively affected, the extent to which is difficult to estimate at this time.
The preparation of consolidated
and combined financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period.
DueThe Company has considered information available to the uncertain future impactsit as of the COVID-19 pandemicdate of issuance of these financial statements and the related economic disruptions, actual results could differ from those estimates particularly as it relates to estimates reliant on forecasts and other assumptions reasonably available to the Company. The extent to which the COVID-19 pandemic and related economic disruptions impact the Company’s business and financial results will depend on future developments including, butis not
limited to: (i) the continued spread, duration and severity of the COVID-19 pandemic, (ii) the occurrence, spread, duration and severityaware of any
subsequent wavespecific events or
waves of outbreaks after the initial outbreak has subsided, (iii) the actions taken by the U.S. and foreign governmentscircumstances that would require an update to
contain the COVID-19 pandemic, address its
impactestimates or
respondjudgments, or a revision to
the reduction in global and local economic activity, (iv) the occurrence, duration and severity of a global, regional or national recession, depression or other sustained adverse market event, and (v) how quickly and to what extent normal economic and operating conditions can resume. The accounting matters assessed included, but were not limited to, allowance for doubtful accounts, our ability to realize our deferred tax assets, and the carrying value of
goodwill, FCC licensesits assets or liabilities. These estimates may change as new events occur and
other long-lived assets.As discussed in Note 13, during 2020, as a result of a sharp deterioration of business activity related to the COVID-19 pandemic and the significant operating losses we incurred, we were unable to conclude that it was more likely than not that we would be able to realize our deferred tax assets; accordingly, we recorded a $18.8 million valuation allowance againstadditional information becomes available. Actual results could differ materially from these assets. The Company’s future assessment of the magnitude and duration of COVID-19, as well as other factors, could result in material changes to the estimates and material impacts to the Company’s condensed consolidated and combined financial statements in future reporting periods.
estimates.
Certain amounts
for the ten-month period ended December 31, 2019 have been reclassified to conform to the current year presentation.
Recent Accounting Standards Updates
On March 1, 2019, the stations adopted Accounting Standard Update 2016-02, Leases, using the modified retrospective approach, applied at the beginning of the period of adoption, and we elected the package of transitional practical expedients. The adoption of this standard resulted in recording operating lease liabilities of approximately $14.9 million as of March 1, 2019, along with a corresponding right-of-use asset. The implementation of this standard did not have an impact on our consolidated and combined statements of operations. See Note 9 for more discussion of the Company’s leases.
In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 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. ThisWe adopted this standard will be effective for us as ofon January 1, 2023. We are currently evaluating the impact that theThe adoption of the new standard did not have a significant impact on our consolidated financial statements.
Recent Accounting Pronouncements Not Yet Implemented
In December 2023, the FASB issued 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 consolidated financial statements, including, but not limited to, our income taxes footnote disclosure.
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 combinedwas terminated at the end of the initial term in February 2023.
The financial
statements.2.results of Fairway are presented as income from discontinued operations on our consolidated statements of income. The following table presents the financial results of Fairway:
| | | | | | | | | | | |
| Year ended December 31, |
| 2023 | | 2022(a) |
| Net revenues | $ | — | | | $ | 13,484 | |
| OPERATING EXPENSES | | | |
| Operating expenses excluding depreciation and amortization expense | 284 | | | 10,368 | |
| Depreciation and amortization | — | | | 3,035 | |
| Loss on disposal of assets | — | | | 68 | |
| Total operating expenses | 284 | | | 13,471 | |
| (Loss) income from operations of discontinued operations | (284) | | | 13 | |
| Interest and other, net | — | | | (3,094) | |
| Loss from discontinued operations before income taxes and gain on sale | (284) | | | (3,081) | |
| Pre-tax gain on sale | — | | | 46,875 | |
| (Loss) income from discontinued operations, before income taxes | (284) | | | 43,794 | |
| Income tax benefit (expense) | 74 | | | (3,085) | |
| (Loss) income from discontinued operations, net of income taxes | $ | (210) | | | $ | 40,709 | |
(a) Includes Fairway financial results through the transaction close on December 9, 2022 and the related gain on sale.
The following table presents the aggregate carrying amounts of assets and liabilities of discontinued operations for Fairway in the consolidated balance sheets:
| | | | | | | | | | | |
| December 31, 2023 | | December 31, 2022 |
| Assets: | | | |
| Accounts receivable, net | — | | | 1,026 | |
| | | |
| Other | — | | | 40 | |
| Total current assets of discontinued operations | — | | | 1,066 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| Liabilities: | | | |
| Accounts payable and accrued expenses | — | | | 659 | |
| | | |
| | | |
| | | |
| | | |
| Total current liabilities of discontinued operations | — | | | 659 | |
| | | |
| | | |
| | | |
| | | |
MediaCo has authorized Class A common stock, Class B common stock, and Class C common stock. The rights of these three classes are essentially identical except that each share of Class A common stock has one vote with respect to substantially all matters, each share of Class B common stock has 10 votes with respect to substantially all matters, and each share of Class C common stock has no voting rights with respect to substantially all matters.
At December 31, 2019 all Class A common stock outstanding was owned by Emmis. Emmis distributed all of these shares of Class A common stock to its shareholders on January 17, 2020. All Class B common stock outstanding is owned by SG Broadcasting. At December 31,
20192023 and December 31,
2020,2022, no shares of Class C common stock were issued or outstanding.
3.
On December 16, 2022, our Board approved a stock repurchase plan (the “Repurchase Plan”), to repurchase from time to time, in the open market or through privately negotiated transactions, shares, up to $2.0 million in the aggregate of shares of our Class A common stock. The timing of purchases and the exact number of shares to be purchased depends on market conditions. The Repurchase Plan does not include specific price targets or timetables and may be suspended or terminated at any time. During the years ended December 31, 2023 and 2022, we repurchased under the Repurchase Plan 629,880 and 187,078 shares of Class A common stock for an aggregate of $0.8 million and $0.2 million, respectively. Subsequent to December 31, 2023 through March 21, 2024 we repurchased under the Repurchase Plan an additional 11,304 shares of Class A common stock for an immaterial amount.
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, $0.01 par value per share, having an aggregate offering price of up to $12.5 million. During the years ended December 31, 2023 and 2022, no stock was sold under this agreement.
4. CONVERTIBLE PREFERRED STOCK
In connection with the Fairway Acquisition, the
The Company issued to SG Broadcasting 220,000 shares of MediaCo Series A Convertible Preferred Stock, par value $0.01 (the “MediaCo Series A Preferred Shares”) in exchange for a cash contribution of $22.0 million (the “SG Broadcasting Contribution”). This issuance of shares was issued in reliance upon an exemption from registration pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended. This issuance was not a “public offering” because no more than 35 non-accredited investors received securities of the Company, the Company did not engage in general solicitation or advertising with regard to the issuance and sale of shares of MediaCo Series A Preferred Shares and the Company did not make a public offering in connection with the sale of shares of MediaCo Series A Preferred Shares. 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 6)7), or if no senior debt is outstanding, 6%, plus additional increases of 1% on December 12, 2020 and each anniversary thereof. On December 13, 2020,2023 and 2022, dividends of $2.1$2.4 million and $3.4 million, respectively, were paid in kind. The payment in kindin-kind (“PIK”) increased the accrued value of the preferred stock 26,031 and no80,000 additional shares, respectively, were issued as part of this payment.these payments.
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 at any time after May 25, 2020, 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. On and after May 25, 2020, when the conversion option
became effective, the Series A Preferred Shares became participating securities and we began calculating earnings per share using the two-class method.
43
There were 300,000 shares designated as MediaCo Series A Preferred shares available to be issued as of December 31, 2022. On March 23, 2023, the Company filed Articles of Amendment to its Articles of Amendment of Amended & Restated Articles of Incorporation to increase the number of designated shares of MediaCo Series A Preferred Shares from 300,000 to 500,000. The additional shares will only be issued in payment of the PIK dividends payable on outstanding shares of the Convertible Preferred Stock.
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.
The amounts recorded as share based compensation expense consist of
a restricted stock
awardawards issued to
an officerofficers and employees that
vests inhave vesting periods up to three
equal installments.years. Awards
to officers are typically made pursuant to employment agreements. Restricted stock awards are granted out of the Company’s 2020
and 2021 Equity Compensation
Plan.Plans.
We determine the fair value of restricted stock awards based on the closing price of our stock on the date of grant. We generally recognize compensation expense related to restricted stock awards on a straight-line basis over the period during which the restriction lapses. Forfeitures are recognized in the period in which they occur. The following table presents a summary of the Company’s restricted stock grants outstanding at December 31,
2020,2023, and restricted stock activity during the year ended December 31,
20202023 (“Price” reflects the weighted average share price at the date of grant):
| | Awards | | | Price | |
| Awards | | | Awards | | Price |
Grants outstanding, beginning of period | | | — | | | $ | — | |
Granted | | | 102,617 | | | | 5.41 | |
| Vested (restriction lapsed) | |
| Forfeited | |
Grants outstanding, end of period | | | 102,617 | | | | 5.41 | |
Recognized Non-Cash Compensation Expense
The following table summarizes stock-based compensation expense recognized by the Company duringfor the ten-month periodyears ended December 31, 2023 and 2022. Tax expense related to stock compensation for the year ended December 31, 20192023 was $0.2 million and 2020. The Company didwas not recognize any tax benefits related to stock-based compensation duringmaterial for the periods presented below.year ended December 31, 2022.
| | For the Ten Months Ended December 31, | | | For the Year Ended December 31, | |
| | 2019 | | | 2020 | |
Operating expenses, excluding depreciation and amortization | | $ | 219 | | | $ | — | |
Corporate expenses | | | — | | | | 129 | |
Share-based compensation expense | | $ | 219 | | | $ | 129 | |
| | | | | | | | | | | |
| Year Ended December 31, |
| 2023 | | 2022 |
| Operating expenses excluding depreciation and amortization | $ | 1,008 | | | $ | 565 | |
| Corporate expenses | 680 | | | 1,950 | |
| Loss from discontinued operations before income taxes | — | | | 232 | |
| Stock-based compensation expense | $ | 1,688 | | | $ | 2,747 | |
As of December 31,
2020,2023, there was
$0.4$0.7 million of unrecognized compensation cost related to nonvested
share-basedstock-based compensation arrangements. The cost is expected to be recognized over a weighted average period of approximately
1.71.2 years.
5.
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 and (iv) outdoor 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 consolidated and combined financial statements are reflected on a net basis, after the deduction of advertising agency fees, usually at a rate of 15% of gross revenues.revenues
. 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 consolidated balance sheets. Substantially all deferred revenue is recognized within twelve months of the payment date.
Nontraditional
Nontraditional
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.
Digital
Digital revenue relates to revenue generated from the sale of digital marketing services (including display advertisements and video sponsorships) to advertisers. Digital revenues are generally recognized as the digital advertising is delivered.
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Outdoor Advertising
Our outdoor advertising business has a total of 3,532 faces consisting of bulletins, posters and digital billboards. Bulletins are generally large, illuminated advertising structures that are located on major highways and target vehicular traffic. Posters are generally smaller advertising structures that are located on major traffic arteries and city streets and target vehicular and pedestrian traffic. Digital billboards are computer controlled LED displays where six to eight advertisers rotate continuously, each one having seven to ten seconds to display a static image. Digital billboards are generally located on major traffic arteries and streets. Digital billboards are generally located on major traffic arteries and streets. A substantial portion of this revenue is lessor revenue derived from operating leases accounted for under ASC 842, “Leases.” Rental revenue is recognized on a straight-line basis over the term of the respective lease.
Other revenue includes barter revenue,
network revenue, talent fee revenue and
networkother 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'broadcasters’ remnant inventory for sale to third parties, generally to large national advertisers. This network revenue is recognized as we broadcast the advertisements.
In connectionTalent fee revenue are fees earned for appearances by our talent, which is recognized when our performance obligations are fulfilled, which generally coincides with
certain outdoor advertising arrangements, the
customer may request thatoccurrence of the
Company produce the billboard wrap (commonly printed on a vinyl material) displaying the customer’s advertisement on our outdoor structure. This productionrelated 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
as the deliverable is made available to the customer or attached towhen our
outdoor structure. Other revenue also includes the management fee received from Billboards LLC (see Note 15.)performance obligations are fulfilled.
Disaggregation of revenue
The following table presents the Company's revenues disaggregated by revenue source:
| For the Ten Months Ended December 31, 2019 | | | For the Year Ended December 31, 2020 | |
| Year Ended December 31, | | | Year Ended December 31, |
| 2023 | | | 2023 | | 2022 |
Net revenues: | | | | | | | | | | | | | | | |
Radio Advertising | $ | 24,826 | | | | 60.8 | % | | $ | 19,129 | | | | 48.7 | % |
Non Traditional | | 8,166 | | | | 20.0 | % | | | 761 | | | | 1.9 | % |
| Spot Radio Advertising | |
| Spot Radio Advertising | |
| Spot Radio Advertising | | $ | 18,650 | | | 57.6 | % | | $ | 25,790 | | | 66.8 | % |
Digital | | 3,018 | | | | 7.4 | % | | | 2,256 | | | | 5.7 | % | Digital | 3,677 | | | 11.4 | | 11.4 | % | | 4,713 | | | 12.2 | | 12.2 | % |
Outdoor Advertising(1) | | 759 | | | | 1.9 | % | | | 12,459 | | | | 31.7 | % |
| Syndication | | Syndication | 2,427 | | | 7.5 | % | | 1,891 | | | 4.9 | % |
| Events and Sponsorships | | Events and Sponsorships | 5,766 | | | 17.8 | % | | 3,380 | | | 8.8 | % |
Other | | 4,031 | | | | 9.9 | % | | | 4,656 | | | | 12.0 | % | Other | 1,871 | | | 5.7 | | 5.7 | % | | 2,821 | | | 7.3 | | 7.3 | % |
Total net revenues | $ | 40,800 | | | | | | | $ | 39,261 | | | | | |
(1)A substantial portion of this revenue is from lessor revenue derived from operating leases accounted for under ASC 842, “Leases.”
6.
Long-term debt was comprised of the
followingnote payable to Emmis of $6.5 million and $6.0 million at December 31,
2019,2023 and
2022, respectively, and was classified as current at December 31,
2020: | | As of December 31, 2019 | | | As of December 31, 2020 | |
Senior credit facility | | $ | 72,527 | | | $ | 70,972 | |
Notes payable to Emmis | | | 5,000 | | | | 5,535 | |
Notes payable to SG Broadcasting | | | 6,250 | | | | 21,400 | |
Less: Current maturities | | | (3,672 | ) | | | (68,819 | ) |
Less: Unamortized original discount | | | (2,437 | ) | | | (2,153 | ) |
Total long-term debt, net of current portion and debt discount | | $ | 77,668 | | | $ | 26,935 | |
Senior secured term loan agreement
On November 25, 2019,2023 as the Company entered into a $50.0 million, five-year senior secured term loan agreement (the “Senior Credit Facility”) with GACP Finance Co., LLC, a Delaware limited liability company, as administrative agent and collateral agent, which included one tranche of additional borrowings of $25.0 million. The Senior Credit Facility provides for initial borrowings of up to $50.0 million, of which net proceeds of $48.3 million after debt discount of $1.7 million, were paid concurrently to note matures within the next 12 months.
Emmis
in connection with SG Broadcasting’s acquisition of a controlling interest in the Company. The Senior Credit Facility bears interest at a rate equal to the London Interbank Offered Rate ("LIBOR"), plus 7.5%, with a 2.0% LIBOR floor. The Senior Credit Facility requires interest payments on the first business day of each calendar month, and quarterly payments on the principal in an amount equal to one and one quarter percent of the initial aggregate principal amount are due on the last day of each calendar quarter. The Senior Credit Facility includes covenants pertaining to, among other things, the ability to incur indebtedness, restrictions on the payment of dividends, minimum Liquidity (as defined in the Senior Credit Facility) of $2.045
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million for the period from the effective date until November 25, 2020, $2.5 million for the period from November 26, 2020 until November 25, 2021, and $3.0 million for the period thereafter, collateral maintenance, minimum Consolidated Fixed Charge Coverage Ratio (as defined in the Senior Credit Facility) of 1.10:1.00, and other customary restrictions. The Company borrowed $23.4 million of the remaining available borrowings to fund the Fairway Acquisition on December 13, 2019. Proceeds received were $22.6 million, net of a debt discount of $0.8 million. The effective interest rate for the year ending December 31, 2020 was 10.3%. The obligations under the Senior Credit Facility are secured by a perfected first priority security interest in substantially all of the assets of MediaCo Holding Inc. and its consolidated subsidiaries.
Amendment No.1 to senior secured term loan agreement
On February 28, 2020, the Company entered into Amendment No. 1 to its Senior Credit Facility, in order to, among other things, increase the maximum aggregate principal amount issuable under the SG BroadcastingConvertible Promissory Note to $10.3 million.
Amendment No.2 to senior secured term loan agreement
On March 27, 2020, the Company entered into Amendment No. 2 (“Amendment No. 2”) to its Senior Credit Facility, in order to, among other things, (i) reduce the required Consolidated Fixed Charge Coverage Ratio (as defined in the Senior Credit Facility) to 1.00x from June 30, 2020 to December 31, 2020, (ii) reduce the minimum Liquidity (as defined in the Senior Credit Facility) requirement to $1.0 million through September 30, 2020, (iii) permit equity contributions and loans during calendar year 2020 under the SG Broadcasting Promissory Note and any amendments thereto to count toward Consolidated EBITDA (as defined in the Senior Credit Facility) for purposes of the Consolidated Fixed Charge Coverage Ratio calculation, and (iv) increase the maximum aggregate principal amount issuable under the Second Amended and Restated SG Broadcasting
The Emmis Convertible Promissory Note (as defined
below) from $10.3 million to $20.0 million. In connection with Amendment No. 2, the Company incurred an amendment fee of approximately $0.2 million, which was added to the principal amount of the Senior Credit Facility then outstanding.Amendment No.3 to senior secured term loan agreement
On August 28, 2020, the Company entered into Amendment No. 3 (“Amendment No. 3”) to its Senior Credit Facility, in order, among other things, (i) to modify certain provisions relating to the repayment of the Term Loan (as defined in the Senior Credit Facility) such that no quarterly payments shall be required beginning with the fiscal quarter ending September 30, 2020 through and including the fiscal quarter ending June 30, 2021 and (ii) to suspend the testing of the Consolidated Fixed Charge Coverage Ratio (as defined in the Senior Credit Facility) from July 1, 2020 through and including June 30, 2021. In connection with Amendment No. 3, the Company incurred an amendment fee of approximately $0.1 million, which was added to the principal amount of the Senior Credit Facility then outstanding.
The Senior Credit Facility is carried net of a total unamortized discount of $2.2 million at December 31, 2020.
Going concern reclassification
The Senior Credit Facility includes a loan to value calculation, whereby the amount of debt outstanding thereunder is limited to a formula based on 60% of the fair value of the Company’s FCC licenses plus a multiple of the Company’s Billboard Cash Flow (as defined in the Senior Credit Facility). If the most recent appraisal of the fair value of our FCC licenses obtained in connection with our annual impairment testing as of October 1, 2020 is deemed to be an Acceptable Appraisal (as defined in the Senior Credit Facility) by our lender in its sole discretion, we will have a shortfall in this calculation, requiring a repayment of approximately $8.0 million of Senior Credit Facility debt. Our lender is not required to accept this appraisal and has the right to obtain a different appraisal, which could result in a different repayment amount, if any.
As a result of this and other conditions described in Note 1, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these financial statements are issued. The Company’s independent auditor has included an explanatory paragraph regarding the Company’s ability to continue as a going concern in its report on these consolidated and combined financial statements, which constitutes an event of default under the Senior Credit Facility. Upon this event of default, under the Senior Credit Facility, the lender may, but is not required to, declare all or any portion of the unpaid principal amount of the Senior Credit Facility, including interest accrued and unpaid, to be immediately due and payable, and/or to increase the annual interest rate in effect by 3%. Consequently, amounts outstanding under the Senior Credit Facility as of December 31, 2020 have been classified as current liabilities in the consolidated and combined financial statements.
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Emmis Convertible Promissory Note
On November 25, 2019, as part of the consideration owed to Emmis in connection with SG Broadcasting’s acquisition of a controlling interest in the Company, the Company issued to Emmis the Emmis Convertible Promissory Note in the amount of $5.0 million. The Emmis Convertible Promissory Note13) 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. Because the Senior Credit Facility prohibits theThe Company from payinghas been accruing interest in cash on the Emmis Convertible Promissory Note, the Company accrues interestsince inception using the rate applicable forif 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 beginning six months after issuance and at a strike price equal to the thirty daythirty-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.
On November 25, 2020, annualDecember 21, 2022, Emmis exercised its right to partially convert the outstanding principal and accrued but unpaid interest on the Emmis Convertible Promissory Note of $0.9 million and $0.1 million, respectively, for 0.8 million of the Company's Class A common stock.
For the year ended December 31, 2023, interest of $0.5 million was paid in kindpaid-in-kind and added to the principal balance outstanding. Consequently, the principal amount outstanding which was $6.5 million at December 31, 2023.
The Company has debt service obligations of approximately $7.1 million due under theits Emmis Convertible Promissory Note from April 1, 2024 (the date of issuance of these financial statements) through April 1, 2025. As a result of this debt service obligation to Emmis, management anticipates the Company will be unable to meet its liquidity needs for the next twelve months with cash and cash equivalents on hand and projected cash flows from operations. See Note 1 for additional information.
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 in Note 13) 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 its expiration or as of December 31,
2020 was $5.5 million.SG Broadcasting Promissory Note and amendments thereto
On November 25, 2019, the Company issued the SG Broadcasting Promissory Note, a subordinated convertible promissory note payable by the Company to SG Broadcasting, in return for which SG Broadcasting contributed to MediaCo $6.25 million for working capital and general corporate purposes. The SG Broadcasting Promissory Note carries interest at a base rate equal to the interest on any senior credit facility, or if no senior credit facility is outstanding, of 6.0%, and 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 SG Broadcasting Promissory Note matures on May 25, 2025. Additionally, interest under the SG Broadcasting Promissory Note is payable in kind through maturity, and is convertible into MediaCo Class A common stock at the option of SG Broadcasting beginning six months after issuance 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.
On February 28, 2020, the Company and SG Broadcasting amended and restated the SG Broadcasting Promissory Note such that the maximum aggregate principal amount issuable under the note was increased from $6.3 million to $10.3 million. Also on February 28, 2020, SG Broadcasting loaned an additional $2.0 million to the Company pursuant to the amended note for working capital purposes.
On March 27, 2020, the Company and SG Broadcasting further amended and restated the SG Broadcasting Promissory Note (the “Second Amended and Restated SG Promissory Note”) such that the maximum aggregate principal amount issuable under the note was increased from $10.3 million to $20.0 million. On March 27, 2020, SG Broadcasting loaned an additional $3.0 million to the Company pursuant to the Second Amended and Restated SG Promissory Note for working capital purposes.
On August 28, 2020, SG Broadcasting loaned an additional $8.7 million to the Company pursuant to the Second Amended and Restated SG Promissory Note for working capital purposes.
On November 25, 2020, annual interest of $1.1 million was paid in kind and added to the principal balance outstanding. Consequently, the principal amount outstanding under the Second Amended and Restated SG Broadcasting Promissory Note as of December 31, 2020 was $21.1 million.
On September 30, 2020, SG Broadcasting loaned an additional $0.3 million to the Company pursuant to an additional SG Broadcasting Promissory Note (the “Additional SG Broadcasting Promissory Note”) for working capital purposes. The Additional SG Broadcasting Promissory Note carries interest at a base rate equal to the interest on any senior credit facility, or if no senior credit facility is outstanding, of 6.0%, and an additional increase of 1.0% following the second anniversary of the date of issuance of the Second Amended and Restated SG Promissory Note and additional increases of 1.0% following each successive anniversary of the Second Amended and Restated SG Promissory Note thereafter. The Additional SG Broadcasting Promissory Note matures on May 25, 2025. Additionally, interest under the Additional SG Broadcasting Promissory Note is payable in kind through maturity, and is convertible into MediaCo Class A common stock at the option of SG Broadcasting 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. However, the Additional SG Broadcasting Promissory Note contains a limitation on conversion of the outstanding principal and any accrued but unpaid interest thereunder into shares of the Class A Common Stock, par value $0.01 per share (the “Class A Stock”), of the Company, such that the maximum number of shares of Class A Stock to be issued in connection with the conversion of the Additional SG Broadcasting Promissory Note shall not, without the prior approval of the shareholders of the Company, (i) exceed a number of shares equal to 19.9% of the outstanding shares of common stock of the Company immediately prior to September 30, 2020, (ii) exceed a number of shares that would evidence voting power greater than 19.9% of the combined voting power of the outstanding voting securities of the Company immediately prior to September 30, 2020, or (iii) otherwise exceed such number of shares of capital stock of the Company that would violate applicable listing rules of the Nasdaq Stock Market (“Nasdaq”), in each of subsections (i) through (iii), only to the extent required by applicable Nasdaq rules and guidance (the “Share Cap”). In the event the number of shares of Class A Stock to be issued upon conversion of the Additional SG Broadcasting Promissory Note exceeds the Share Cap, then the portions of the Additional SG Broadcasting Promissory Note that would result in the issuance of any excess shares shall cease being convertible, and the Company shall instead either (x) repay such portions of the Additional SG Broadcasting Promissory Note in cash or (y) obtain shareholder approval of the issuance of shares of Class A Stock in excess of the Share Cap prior to the issuance thereof.
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Based on amounts outstanding at December 31, 2020, mandatory principal payments of long-term debt for the next five years and thereafter are summarized below:
2022. Year ended December 31, | | Senior Credit Facility | | | Emmis Notes | | | SG Broadcasting Notes | | | Total | |
2021 | | | 70,972 | | | | — | | | | — | | | | 70,972 | |
2022 | | | — | | | | — | | | | — | | | | - | |
2023 | | | — | | | | — | | | | — | | | | - | |
2024 | | | — | | | | 5,535 | | | | — | | | | 5,535 | |
2025 | | | — | | | | — | | | | 21,400 | | | | 21,400 | |
Total | | $ | 70,972 | | | $ | 5,535 | | | $ | 21,400 | | | $ | 97,907 | |
7.
8. FAIR VALUE MEASUREMENTS
As defined in ASC Topic 820, “
Fair
Value Measurement,” fair value is the
exchange price
that would be received to sell an asset or
paid to transfer a liability
(an exit price) in an orderly transaction between market participants at the measurement
date (exit price).date. The Company
utilizesuses market data or assumptions
that 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
canmay be readily observable,
corroborated by market
corroborateddata, or generally unobservable. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.
ASC Topic 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement).Recurring Fair Value Measurements
The Company has no financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31,
20192023 or
2020.2022.
Non-Recurring Fair Value Measurements
The Company has certain assets that are measured at fair value on a non-recurring basis including those described in Note 10
Intangible—Intangible Assets,
and Goodwill, and are adjusted to fair value only when the carrying values are more than the fair
values, and those described in Note 8, Acquisition, whereby assets and liabilities acquired as part of an acquisition are measured at fair value on the date of the acquisition.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 10
and Note 8 for more discussion).
Fair Value of Other Financial Instruments
Certain nonfinancial assets and liabilities are measured at fair value on a
nonrecurringnon-recurring basis and are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment. The estimated fair value of financial instruments is determined using the best available market information and appropriate valuation methodologies. Considerable judgment is necessary, however, in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented are not necessarily indicative of the amounts that the Company could realize in a current market exchange, or the value that ultimately will be realized upon maturity or disposition. The use of different market assumptions may have a material effect on the estimated fair value amounts. The following methods and assumptions were used to estimate the fair value of financial instruments:
-
•Cash and cash equivalents: The carrying amount of these assets approximates fair value because of the short maturity of these instruments.- Senior Credit Facility
•Other long-term debt: As of December 31, 2020, the fair value and carrying value, excluding original issue discount, of the Company’s Senior Credit Facility debt was $71.0 million. This debtThe Emmis Convertible Promissory Note is not actively traded and is considered a Level 3 instrument. The Company believes the current carrying value of this debt approximates its fair value.- Other long-term debt : The Emmis Promissory Note and SG Broadcasting Note are not actively traded and are considered Level 3 instruments. The Company believes the current carrying value of this debt approximates its fair value.
8. ACQUISITION
On December 9, 2019, the Company’s Board approved the assumption from an affiliate of SG Broadcasting of an agreement to purchase FMG Valdosta, LLC and FMG Kentucky, LLC from Fairway Outdoor Advertising Group, LLC for a purchase price of $43.1 million, subject to customary working capital adjustments. Closing of the transaction occurred on December 13, 2019. FMG Valdosta, LLC and FMG Kentucky, LLC are outdoor advertising businesses that operate advertising displays principally across Kentucky, West Virginia, Florida and Georgia. Fees and expenses associated with the transaction were $1.2 million, which are included in corporate expenses in the consolidated and combined statement of operations. The acquisition was funded through $23.4 million of additional borrowings under the Senior Credit Facility as described in Note 6, which were net of a debt discount of $0.8 million, resulting in $22.6 million of proceeds. The remainder was financed by SG Broadcasting through $22.0 million of newly-issued Series A Convertible Preferred Stock. The Series A Convertible Preferred Stock
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pays an in-kind dividend equal to the rate on the existing SG Broadcasting Promissory Note described in Note 6, is convertible into MediaCo Class A common stock on the same terms as the SG Broadcasting Promissory Note, and is redeemable at the option of the holder five years and six months after issuance. The Company believes this is a highly-scalable business model with attractive operative leverage.
As of December 31, 2020, our fair value allocation of the assets acquired and liabilities assumed from Fairway is considered final. A number of purchase price allocation adjustments were made in the year ended December 31, 2020, which resulted in an increase to goodwill of $1.7 million. The Company believes there are growth opportunities in the billboard business, including organic growth and potential acquisitions, that could rapidly scale the business. The allocations presented in the table below are based upon management’s estimate of the fair value using valuation techniques including income, cost and market approaches. The most significant asset acquired, property, plant and equipment, was valued using the cost approach. The purchase price allocation was as follows:
Cash consideration | $ | 43,108 | |
Due from Seller | | (106 | ) |
Total Consideration | $ | 43,002 | |
| | | |
Accounts receivable | $ | 1,521 | |
Other current assets | | 133 | |
Property, plant and equipment | | 28,638 | |
Operating lease, right-of-use assets | | 15,376 | |
Goodwill | | 13,102 | |
Intangibles (Note 10) | | 3,639 | |
Deferred tax asset | | 1,028 | |
Other assets | | 15 | |
Assets Acquired | $ | 63,452 | |
Accounts payable and accrued expenses | $ | 730 | |
Current portion of operating lease liabilities | | 877 | |
Operating lease liabilities, less current portion | | 12,320 | |
Asset retirement obligations (Note 11) | | 5,618 | |
Deferred revenue | | 753 | |
Other noncurrent liabilities | | 152 | |
Liabilities Assumed | $ | 20,450 | |
Net Assets Acquired | $ | 43,002 | |
The Fairway Acquisition was accounted for under the acquisition method of accounting, and, accordingly, the accompanying consolidated and combined financial statements include the results of operations of each acquired entity from the date of acquisition. The revenues and operating income contributed to MediaCo by the acquired businesses for the period December 13, 2019 to December 31, 2019 were $0.7 million and $0.2 million, respectively. The operating income is exclusive of acquisition costs of $1.2 million that are included in “All Other” in Note 14.
The following unaudited pro forma financial information for the Company gives effect to the acquisitions as if they had occurred on March 1, 2019. These pro forma results do not purport to be indicative of the results of operations which actually would have resulted had the acquisitions occurred on such date or to project the Company’s results of operations for any future period.
| | Ten Months Ended December 31, 2019 (unaudited) | |
Net revenues | | $ | 51,869 | |
Net income attributable to common shareholders | | | 1,042 | |
Goodwill of $13.1 million was recognized as a result of the purchase which represented the excess of the purchase price over the identifiable acquired assets, $10.8 million of which is deductible for tax purposes. The goodwill acquired is assigned to the outdoor advertising segment.
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9. LEASES
We determine if an arrangement is a lease at inception. We have operating leases for office space
and tower space,
the land on which some outdoor advertising structures are erected, equipment and automobiles expiring at various dates through October
2049.2039. Some leases have options to extend and some have options to terminate.
Beginning March 1, 2019, operatingOperating leases are included in operating lease right-of-use assets, current operating lease liabilities, and noncurrent operating lease liabilities in our 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.
VariableNone of our leases contain variable lease
expense recognized in the year ended December 31, 2020, was not material.payments.
We elected not to apply the recognition requirements of ASC 842, “LeasesLeases”,” 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 consolidated and combined 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 infor the year ended December 31, 2020,2023 was $0.1 million and was not material.material for the year ended December 31, 2022.
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 consolidated and combined financial statements was as follows:
| | Year Ended December 31, | |
| | 2020 | |
| Year Ended December 31, | | | Year Ended December 31, |
| 2023 | | | 2023 | | 2022 |
Lease Cost | | | | |
| Operating lease cost | |
| Operating lease cost | |
Operating lease cost | | $ | 4,986 | | $ | 3,468 | | $ | 2,550 |
Other Information | | | | |
Operating cash flows from operating leases | | | 5,020 | |
Right-of-use assets obtained in exchange for new operating lease liabilities | | | — | |
| Operating cash flows from operating leases | |
| Operating cash flows from operating leases | | 2,061 | | 2,996 |
| | Weighted average remaining lease term - operating leases (in years) | |
| Weighted average remaining lease term - operating leases (in years) | |
Weighted average remaining lease term - operating leases (in years) | | | 9.0 | | 14.0 | | 7.0 |
Weighted average discount rate - operating leases | | | 9.1 | % | Weighted average discount rate - operating leases | 11.4 | % | | 5.9 | % |
As of December 31, 2020,2023, the annual minimum lease payments of our operating lease liabilities were as follows:
Year ending December 31, | | | |
2021 | $ | 5,293 | |
2022 | | 5,192 | |
2023 | | 4,218 | |
2024 | | 2,808 | |
2025 | | 2,802 | |
After 2025 | | 16,106 | |
Total lease payments | | 36,419 | |
Less imputed interest | | 12,670 | |
Total recorded lease liabilities | $ | 23,749 | |
| | | | | |
| Year ended December 31, | |
| 2024 | $ | 1,663 | |
| 2025 | 2,053 | |
| 2026 | 2,453 | |
| 2027 | 2,477 | |
| 2028 | 2,500 | |
| After 2028 | 26,560 | |
| Total lease payments | 37,706 | |
| Less: imputed interest | (21,929) | |
| Total recorded lease liabilities | $ | 15,777 | |
Our outdoor advertising business generates lessor revenue derived from operating leases accounted for under ASC 842, “Leases.” Minimum fixed lease consideration under non-cancelable operating leases for each of the next five years and thereafter, excluding variable lease consideration, as of December 31, 2020, is as follows:
Year ending December 31, | | | |
2021 | $ | 6,547 | |
2022 | | 41 | |
2023 | | — | |
2024 | | — | |
2025 | | — | |
After 2025 | | — | |
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10. INTANGIBLE ASSETS
AND GOODWILLAs of December 31,
20192023 and
2020,2022, intangible assets,
net consisted of the following:
| | As of December 31, 2019 | | | | As of December 31, 2020 | |
| December 31, 2023 | | | December 31, 2023 | | December 31, 2022 |
Indefinite-lived intangible assets: | | | | | | | | |
FCC Licenses | | $ | 63,266 | | | $ | 63,266 | |
Trade Name | | | 730 | | | | 733 | |
Goodwill | | | 11,424 | | | | 13,102 | |
| FCC Licenses | |
| FCC Licenses | |
| Definite-lived intangible assets: | | | | | | | | |
Programming Contract | | | 514 | | | | 220 | |
Customer List | | | 3,015 | | | | 1,896 | |
| | Definite-lived intangible assets: | |
| | Definite-lived intangible assets: | |
| | Software | |
| | Software | |
| | Software | |
| Total | | $ | 78,949 | | | $ | 79,217 | |
| Total | |
| Total | |
In accordance with ASC Topic 350, Intangibles—Goodwill and Other, the Company reviews goodwill and other intangiblesintangible assets at least annually for impairment. In connection with any such review, if the recorded value of goodwill and other intangiblesintangible assets is greater than its fair value, the intangiblesthey are written down and charged to results of operations. Our FCC licenses were successfully renewed in 2022 through June 2030. FCC licenses are renewed every eight years at a nominal cost, and historically both of our FCC licenses have been renewed at the end of their respective eight-year periods. Since we expect that both of our FCC licenses will continue to be renewed in the future, we believe they have indefinite lives. Given that our radio stations operate in the same geographic market they are considered a single unit of accounting. The trade name is an indefinite-lived intangible asset based on our intention to renew it when legally required and to utilize it going forward. The Company generally performs its annual impairment review of indefinite-lived intangibles as of October 1 each year.
In the ten months ended December 31, 2019, the Company performed the analysis of the FCC licenses as of November 25, the date of the transfer of the stations from Emmis to MediaCo. At the time of each impairment review, if the fair value of the indefinite-lived intangible is less than its carrying value, a charge is recorded to results of operations. When indicators of impairment are present, the Company will perform an interim impairment test. We will perform additional interim impairment assessments whenever triggering events suggest such testing for the recoverability of these assets is warranted. During the
ten-month periodyears ended December 31,
20192023, and
the year ended December 31, 2020,2022, the Company did not record any impairment losses.
Valuation of Indefinite-lived Broadcasting Licenses
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 consideredconsiders both income and market valuation methods when it performedperforms its impairment tests. Under the income method, the Company projects cash flows that would be generated by each of its unitsunit of accounting assuming the unit of accounting was commencing operations in its respective 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 eachits 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 the current economic
conditions into consideration.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.
Below are some of the key assumptions used in our income method annual impairment assessments. In recent years, we have reducedThe long-term growth rates in the New York market in which we operate are based on recent industry trends and our expectations for the market going forward.
| | November 25, 2019 | | | October 1, 2020 | |
| October 1, 2023 | | | October 1, 2023 | | October 1, 2022 |
Discount Rate | | 11.9% | | | 12.4% | | Discount Rate | 12.7% | | 12.7% |
Long-term Revenue Growth Rate | | -0.6% | | | 1.0% | | Long-term Revenue Growth Rate | 0.5% | | 0.6% |
Mature Market Share | | 9.0% | | | 9.4% | | Mature Market Share | 10.8% | | 9.8% |
Operating Profit Margin | | 22.7-26.7% | | | 26.6-29.5% | | Operating Profit Margin | 22.9-29.0% | | 23.5-29.0% |
As of both December 31,
20192023 and
December 31 2020,2022, the carrying amount of the Company’s FCC licenses was $63.3 million.
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Valuation of Trade Name
As a result of the Fairway Acquisition, the Company acquired the trade name ‘Fairway’. The trade name is well known in the industry and is being retained for continued market use following the acquisition. This trade name favorably factors into customer purchasing decisions. For the purchase price allocation, the trade name was valued using the relief from royalty method. This method is based on what a company would be willing to pay for a royalty in order to exploit the related benefits of the trade name. The value of the trade name is determined by discounting the inherent after-tax royalty savings associated with ownership or possession of the trade name. The valuation assigned to the trade name as a result of the purchase price accounting is $0.7 million. We assess the trade name annually for impairment on October 1 of each year. We utilized the relief from royalty method to perform our annual impairment assessment. There was no impairment recognized for the year ended December 31, 2020.
Valuation of Goodwill
As a result of the Fairway Acquisition discussed in Note 8, the Company has recorded $13.1 million of goodwill. This accounts for all goodwill on the consolidated balance sheet as of December 31, 2020. The Fairway Acquisition closed on December 13, 2019 and all assets acquired and liabilities assumed were valued as of that date, resulting in a goodwill valuation of $13.1 million. ASC Topic 350-20-35 requires the Company to test goodwill for impairment at least annually. Under ASC 350 we have the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value as a basis for determining whether it is necessary to perform an annual quantitative goodwill impairment test. Given the macroeconomic environment as a result of the COVID-19 pandemic we have elected not to perform the qualitative assessment. When performing a quantitative assessment for impairment, the Company uses a market approach to determine the fair value of the reporting unit. Management determines the fair value for the reporting unit by multiplying the cash flows of the reporting unit by an estimated market multiple. Management believes this methodology for valuing outdoor advertising businesses is a common approach and believes that the multiples used in the valuation are reasonable given our peer comparisons, analyst reports, and market transactions. To corroborate the fair values determined using the market approach described above, management also uses an income approach, which is a discounted cash flow method to determine the fair value of the reporting unit. If the carrying value of a reporting unit’s goodwill exceeds its fair value, the Company recognizes an impairment charge equal to the difference in the statement of operations.
Definite-lived Intangibles
The following table presents the weighted-average remaining useful life at December 31,
20202023 and gross carrying amount and accumulated amortization for each major class of definite-lived intangible assets at December 31,
20192023 and
2020:2022: | | | | | | As of December 31, 2019 | | | As of December 31, 2020 | |
| | Weighted Average Remaining Useful Life (in years) | | | Gross Carrying Amount | | | Accumulated Amortization | | | Net Carrying Amount | | | Gross Carrying Amount | | | Accumulated Amortization | | | Net Carrying Amount | |
Programming Contract | | | 0.8 | | | $ | 2,154 | | | $ | 1,640 | | | $ | 514 | | | $ | 2,154 | | | $ | 1,934 | | | $ | 220 | |
Customer List | | | 2.0 | | | | 3,030 | | | | 15 | | | | 3,015 | | | | 2,906 | | | | 1,010 | | | | 1,896 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | December 31, 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 | 4.3 | | $ | 1,583 | | | $ | 256 | | | $ | 1,327 | | | $ | 1,495 | | | $ | 58 | | | $ | 1,437 | |
| | | | | | | | | | | | | |
The
customer listsoftware was
acquired as partdeveloped internally by our radio operations and represents our updated websites and mobile applications, which offer increased functionality and opportunities to grow and interact with our audience. They cost $1.6 million to develop and useful lives of
the Fairway Acquisition on December 13, 2019five years and
was valued as part of the purchase price allocation performed at closing. Customer relationships represent a source of repeat business. The information contained in such relationships usually includes the preferences of the customer, the buying patterns of the customer, and the history of purchases that have been made by the customer. In calculating the value of Fairway Outdoors’ customer relationships, we employed the multiperiod excess earnings method of the income approach, which estimates value based on the present value of future economic benefits. This methodology resulted in a valuation of $2.9 million. A useful life of threeseven years
has beenwere assigned to the
customer list.application and website, respectively. Assets related to our websites placed in service during 2022 were disposed in the current year resulting in a loss of $0.3 million, included in Loss on disposal of assets in the consolidated statements of operations.
Total amortization expense from definite-lived intangibles for the
ten-month periodyears ended December 31,
2019,2023, and
the year ended December 31, 2020,2022, was $0.3 million and
$1.3$0.1 million, respectively. The
following table presents the Company’s estimate ofCompany estimates amortization expense
for each of the
next five
succeeding years
for definite-lived intangibles:as follows: | Year ended December 31, | | Expected Amortization Expense | | Year ended December 31, | | Amortization Expense |
2021 | | $ | 1,189 | |
2022 | | | 927 | |
2023 | | | — | |
2024 | | | — | |
2025 | | | — | |
| 2026 | |
| 2027 | |
| 2028 | |
| After 2028 | |
| Total | |
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11.
ASSET RETIREMENT OBLIGATIONSThe Company’s asset retirement obligation includes the costs associated with the removal of its structures, resurfacing of the land and retirement cost, if applicable, related to the Company’s outdoor advertising portfolio. The following table reflects information related to our asset retirement obligations.
Balance at December 31, 2019 | | | $ | 5,623 | |
Purchase price allocation adjustment | | | | 29 | |
Accretion expense | | | | 726 | |
Liabilities settled | | | | (62 | ) |
Balance at December 31, 2020 | | | $ | 6,316 | |
12. OTHER COMMITMENTS AND CONTINGENCIES
a.
Commitments
In addition to the lease payments described in Note 9, the
The Company has various commitments under
the following types of material contracts: (i) Management Agreement with Emmis (Note 15)contracts that include purchase obligations and
(ii) other contractsemployment agreements with annual commitments
(including payouts to former management of Fairway Outdoor) at December 31,
20202023 as follows:
Year ending December 31, | | Management Agreement | | | Other Contracts | | | Total | |
2021 | | $ | 625 | | | $ | 981 | | | $ | 1,606 | |
2022 | | | — | | | | 581 | | | | 581 | |
2023 | | | — | | | | 12 | | | | 12 | |
| | Year ended December 31, | | Year ended December 31, | | Total Payments |
2024 | | | — | | | | — | | | | — | |
2025 | | | — | | | | — | | | | — | |
| 2026 | |
| 2027 | |
| 2028 | |
Thereafter | | | — | | | | — | | | | — | |
Total | | $ | 625 | | | $ | 1,574 | | | $ | 2,199 | |
The initial term of the management agreement with Emmis runs until November 25, 2021, however, MediaCo can terminate the agreement, without penalty, with six months’ notice. Notice had not been given as of December 31, 2020 and therefore the amount shown in the table above represents the fee that would be due for that six month period.
As of December 31, 2020, WQHT-FM and WBLS-FM leased their employees from Emmis’ wholly owned subsidiary, Emmis Operating Company under an employee leasing arrangement. Effective January 1, 2021, the Employee Leasing Agreement was terminated, and the Company hired all of the leased employees and assumed the employment and collective bargaining agreements related to leased employees. The Company has assumed employment contracts totaling $2.9 million over the next three calendar years.
b.
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.53
On April 1, 2022, the Company received a deficiency letter (the “Nasdaq Letter”) from the Nasdaq Listing Qualifications Department, notifying the Company that the Company is not in compliance with Nasdaq Listing Rule 5550(b)(3), which requires the Company to maintain net income from continuing operations of $0.5 million in the most recently completed fiscal year, or in two of the three most recently completed fiscal years (the “Minimum Net Income Requirement”), nor is it in compliance with either of the alternative listing standards, market value of listed securities or stockholders’ equity. The Company’s failure to comply with the Minimum Net Income Requirement was based on the Company’s filing of its Annual Report on Form 10-K for the year ended December 31, 2021, reporting net loss from continuing operations of $6.1 million.
Pursuant to the Nasdaq Letter, the Company had 45 calendar days from the date of the Nasdaq Letter to submit a plan to regain compliance, and submitted such a plan during this period. The plan was accepted and Nasdaq granted an extension of up to 180 calendar days from the date of the Nasdaq Letter to evidence compliance.
On July 28, 2022, the holder exercised its right under the SG Broadcasting Promissory Notes to convert the outstanding principal and accrued but unpaid interest of $28.0 million and $1.9 million, respectively, for 12.9 million shares of the Company's Class A common stock. The Note Conversion increased the Company’s stockholders’ equity by approximately $29.9 million. As a result, the Company regained compliance with the stockholders’ equity requirement based upon the transactions and events described above.
On August 1, 2022, Nasdaq sent the Company a letter confirming conditional compliance with Listing Rule 5550(b)(1), reminding the Company that it must maintain compliance on a go forward basis (the “Nasdaq Compliance Letter”).
On November 15, 2022, the Company received a second deficiency letter (the “Second Nasdaq Letter”) from the staff of the Nasdaq Listing Qualifications Department (the “Staff”) stating that because the Company had reported stockholders’ equity of $2.0 million in its Quarterly Report on Form 10-Q for the period ended September 30, 2022, the Company no longer complies with Nasdaq Listing Rule 5550(b)(1), which requires a minimum $2.5 million stockholders’ equity and thus the Company's Class A common stock (listed on The Nasdaq Capital Market) would be subject to delisting unless the Company requests a hearing before a Nasdaq Hearings Panel (the “Panel”) on or before November 22, 2022.
Pursuant to the Nasdaq Letter, the Company promptly requested a hearing before the Panel, with the intention of presenting a plan to regain compliance with the Rule.
On December 14, 2022, the Company received a letter (the “Third Nasdaq Letter”) from the Nasdaq Office of General Counsel stating that it had been informed by the Staff that the Company’s stockholders’ equity deficiency had been cured, and that the Company is now in compliance with all applicable listing standards. Consequently, the Third Nasdaq Letter informed the Company that the scheduled hearing to appeal the delisting proceedings had been cancelled, and the Company’s stock will continue to be listed on The Nasdaq Stock Market.
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”).
The Nasdaq deficiency letter has no immediate effect on the listing of the Class A common stock, and the Class A 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 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.
If at any time before September 9, 2024, the bid price of our Class A 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 we have achieved compliance. If we do not regain compliance with the Minimum Bid Price Requirement by the end of the second compliance period, the Class A common stock will become subject to delisting. In the event that the Company receives notice that the Class A common stock is being delisted, the Nasdaq listing rules permit the Company to appeal a delisting determination by the Staff to a hearings panel.
The Company intends to continue to monitor the closing bid price of the Common Stock between now and September 9, 2024, and will 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.
The provision for income taxes for
continuing operations for the
ten monthsyears ended December 31,
2019,2023, and
year ended December 31, 20202022, consisted of the following:
| | | For the ten months ended December 31, 2019 | | | For the year ended December 31, 2020 | |
| Year Ended December 31, | | | Year Ended December 31, |
| 2023 | | | 2023 | | 2022 |
Current: | | | | | | | | |
| Federal | |
| Federal | |
Federal | | $ | 187 | | | $ | — | |
State | | | 124 | | | | — | |
Total current | | | 311 | | | | — | |
Deferred: | | | | | | | | |
Federal | | | 522 | | | | 10,146 | |
| Federal | |
| Federal | |
State | | | 689 | | | | 5,415 | |
Total deferred | | | 1,211 | | | | 15,561 | |
Provision for income taxes | | $ | 1,522 | | | $ | 15,561 | |
The provision for income taxes for
continuing operations for the
ten-month periodyears ended December 31,
2019,2023, and
the year ended December 31, 2020 and2022, differs from that computed at the Federal statutory corporate tax rate as follows:
| | | For the ten months ended December 31, 2019 | | | For the year ended December 31, 2020 | |
| Year Ended December 31, | | | Year Ended December 31, |
| 2023 | | | 2023 | | 2022 |
Federal statutory income tax rate | | | 21 | % | | | 21 | % | Federal statutory income tax rate | 21 | % | | 21 | % |
Computed income tax provision at federal statutory rate | | $ | 729 | | | $ | (2,350 | ) |
State income tax | | | 265 | | | | 5,415 | |
State tax rate change | | | 549 | | | | — | |
Entertainment disallowance | | | 20 | | | | 4 | |
| Equity based compensation | |
| | Valuation allowance | |
| Valuation allowance | |
Valuation allowance | | | — | | | | 12,460 | |
Other | | | (41 | ) | | | 32 | |
Provision for income taxes | | $ | 1,522 | | | $ | 15,561 | |
The final determination of our income tax liability may be materially different from our income tax provision. Significant judgment is required in determining our provision for income taxes. Our calculation of the provision for income taxes is subject to our interpretation of applicable tax laws in the jurisdictions in which we file. In addition, our income tax returns are subject to periodic examination by the Internal Revenue Service and other taxing authorities. As of December 31,
2020,2023, the Company had no open income tax examinations.
The components of deferred tax assets and deferred tax liabilities at December 31,
2019,2023, and
December 31, 2020,2022, were as follows:
| | | As of December 31, 2019 | | | As of December 31, 2020 | | | December 31, 2023 | | December 31, 2022 |
Deferred tax assets: | | | | | | | | |
| Intangible assets | |
| Intangible assets | |
Intangible assets | | $ | 15,200 | | | $ | 14,427 | |
Lease liability | | | 7,843 | | | | 7,125 | |
Interest deduction carryforward | | | — | | | | 2,219 | |
Stock compensation | | | — | | | | 39 | |
Net operating losses | | | 6,013 | | | | 8,009 | |
| Property and equipment | |
Other | | | 252 | | | | 285 | |
Valuation allowance | | | — | | | | (18,795 | ) |
Total deferred tax assets | | | 29,308 | | | | 13,309 | |
Deferred tax liabilities | | | | | | | | | Deferred tax liabilities | | | |
Indefinite-lived intangible assets | | | (4,818 | ) | | | (5,939 | ) |
Right of use asset | | | (7,902 | ) | | | (7,186 | ) |
Property and equipment | | | (2,725 | ) | | | (1,895 | ) |
| | Total deferred tax liabilities | |
| Total deferred tax liabilities | |
Total deferred tax liabilities | | | (15,445 | ) | | | (15,020 | ) |
Net deferred tax liabilities | | $ | 13,863 | | | $ | (1,711 | ) |
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A valuation allowance is provided when it is more likely than not that some portion of the deferred tax asset (“DTA”) will not be realized. The Company has considered future taxable income and ongoing prudent and feasible tax-planning strategies in assessing the need for the valuation allowance.
During 2020,As of December 31, 2023, and 2022, the Company recorded a valuation allowance against its deferred tax assets, because the Company's management determined that it was more likely than not that certain assets would not be fully realized, as a result of a sharp deterioration of business activity related to the COVID-19 pandemic, the Company concluded that it was more likely than not that it would be unable to realize its deferred tax assets and recorded an $18.8 million valuation allowance against these assets. pandemic.
The Company records certain deferred tax liabilities (“DTLs”) related to indefinite lived intangibles that are not expected to reverse during the carry-forward period. These DTLs can be considered a source of future taxable income to support realization of net operating losses (“NOLs”) that do not expire and DTAsDTAs that upon reversal would give rise to NOLs that do not expire. With this consideration, the total valuation allowance recorded at December 31, 20202023 and 2022, was $18.8$16.6 million and $14.7 million, respectively, resulting in a net $1.7$2.8 million and $2.5 million DTL, onrespectively.
As of December 31, 2023, the
balance sheet.The Company has $12.1 million of federal net operating losses (“NOLs”) of $33.3and $19.9 million andof state NOLs of $16.7 million available to offset future taxable income. The federal and certain state net operating loss carryforwardsNOLs do not expire, and the remainingexpire. Certain state net operating lossNOL carryforwards begin expiring in the year ending December 2039.
Accounting Standards Codification paragraph 740-10 clarifies the accounting for uncertainty in income taxes by prescribing a recognition threshold and measurement attribute for 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 is greater than 50 percent likely of being realized upon ultimate settlement. As of December 31,
2020,2023, the
Company has noestimated value of the Company's net uncertain tax
positions.14. SEGMENT INFORMATION
positions was approximately $0.4 million all which is reported as a noncurrent liability. The Company’s operations are aligned into two business segments: (i) Radio, and (ii) Outdoor advertising. Radio includes the operations and results of WQHT-FM and WBLS-FM, and outdoor advertising includes the operations and resultsfollowing is a tabular reconciliation of the Fairway businesses acquired in December 2019. The Company groups activities that are not considered operating segments intotal amounts of gross unrecognized tax benefits for the “All Other” category.
These business segments are consistent with the Company’s management of these businesses and its financial reporting structure. Corporate expenses, including transaction costs, are not allocated to reportable segments. The Company’s segments operate exclusively in the United States.
The accounting policies as described in the summary of significant accounting policies included in Note 1 to these consolidated and combined financial statements, are applied consistently across segments.
Year Ended December 31, 2020 | | Radio | | | Outdoor Advertising | | | All Other | | | Consolidated | |
Net revenues | | $ | 26,020 | | | $ | 13,241 | | | $ | — | | | $ | 39,261 | |
Operating expenses excluding depreciation and amortization expense | | | 22,827 | | | | 9,517 | | | | — | | | | 32,344 | |
Corporate expenses excluding depreciation and amortization expense | | | — | | | | — | | | | 4,338 | | | | 4,338 | |
Depreciation and amortization | | | 893 | | | | 3,188 | | | | — | | | | 4,081 | |
Loss on disposal of assets | | | — | | | | 197 | | | | — | | | | 197 | |
Operating income (loss) | | $ | 2,300 | | | $ | 339 | | | $ | (4,338 | ) | | $ | (1,699 | ) |
Ten Months Ended December 31, 2019 | | Radio | | | Outdoor Advertising | | | All Other | | | Consolidated | |
Net revenues | | $ | 40,041 | | | $ | 759 | | | $ | — | | | $ | 40,800 | |
Operating expenses excluding depreciation and amortization expense | | | 30,751 | | | | 375 | | | | — | | | | 31,126 | |
Corporate expenses excluding depreciation and amortization expense | | | — | | | | — | | | | 4,303 | | | | 4,303 | |
Depreciation and amortization | | | 980 | | | | 100 | | | | — | | | | 1,080 | |
Operating income (loss) | | $ | 8,310 | | | $ | 284 | | | $ | (4,303 | ) | | $ | 4,291 | |
Total Assets | | Radio | | | Outdoor Advertising | | | Consolidated | |
As of December 31, 2019 | | $ | 102,921 | | | $ | 64,245 | | | $ | 167,166 | |
As of December 31, 2020 | | | 84,219 | | | | 62,132 | | | | 146,351 | |
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15. RELATED PARTY TRANSACTIONS
Corporate Overhead and Share-Based Compensation
Until November 25, 2019 of the ten-month periodyears ended December 31, 2019, MediaCo was 100% owned by Emmis. Our financial statements2023 and 2022:
| | | | | | | | | | | |
| December 31, 2023 | | December 31, 2022 |
| Gross unrecognized tax benefit - opening balance | $ | — | | | $ | — | |
| Gross increases - tax position prior year | (390) | | | — | |
| Gross increases - tax position current year | — | | | — | |
| Decreases relating to settlement with taxing authorities | — | | | — | |
| Gross decreases - lapse of applicable statute of limitation | — | | | — | |
| Gross unrecognized tax benefit - ending balance | (390) | | | — | |
All of the unrecognized tax benefits as of December 31, 2023 and 2022, if recognized, would reduce the Company’s provision for these periods are derivedincome taxes. Due to the uncertain and complex application of tax regulations, it is possible that the ultimate resolution of audits may result in liabilities that could be different from this estimate. In such case, the books and records of Emmis and were carved-out from Emmis at a carrying value reflective of historical costCompany will record additional tax expense or tax benefit in Emmis’ records. Our historical combined financial results include an allocation of expensethe tax provision, or reclassify amounts on the accompanying consolidated balance sheets in the period in which such matter is effectively settled with the taxing authority.
The Company recognizes interest accrued related to
certain Emmis corporate functions, including executive oversight, legal, finance, human resources,unrecognized tax benefits and
information technology. These expenses have been allocatedpenalties as income tax expense. Related to
us based on direct usage or benefit where specifically identifiable, with the
remainder allocated primarily on a pro rata basisuncertain tax positions noted above, the Company accrued $25 thousand of
revenue, headcountinterest and
other measures. We consider this expense allocation methodology and results thereof to be reasonable for all periods presented.no penalties during the current year.
13. 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-FMWQHT(FM) and
WBLS-FM,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.
The sale closed on November 25, 2019, at which time MediaCo and Emmis also entered into a management agreement (the “Management Agreement”), an employee leasing agreement (the “Employee Leasing Agreement”) and certain other ancillary agreements. The Management Agreement with Emmis Operating Company is for an initial term of two years (cancellable by MediaCo after 18 months) under which Emmis provides various services to us, including accounting, human resources, information technology, legal, public reporting and tax. We pay Emmis an annual fee of $1.3 million in equal monthly installments for these services, plus reimbursement of certain expenses directly related to our operations. For the year ended December 31, 2020, MediaCo recorded $1.3 million of management fee expense which is included in corporate expenses in the accompanying consolidated and combined statements of operations. $0.1 million of this amount was unpaid as of December 31, 2020 and is included in accounts payable and accrued expenses in the accompanying consolidated balance sheets. Under the Employee Leasing Agreement, the employees of the Stations will remain employees of Emmis and we will reimburse Emmis for the cost of these employees, including health and benefit costs. The initial term of the Employee Leasing Agreement lasted through December 31, 2020. Effective January 1, 2021, the Employee Leasing Agreement was terminated, and the Company hired all of the leased employees and assumed the employment and collective bargaining agreements related to leased employees. The Employee Leasing Agreement was terminated at the expiration of the initial term, so no early termination penalties were incurred. Expense related to the Employee Leasing Agreement was $9.6 million for the year ended December 31, 2020. This expense is recognized in operating expenses excluding depreciation and amortization in the consolidated and combined statements of operations. No amount remains unpaid as of December 31, 2020.As part of the acquisition of SG Broadcasting’s controlling interest in the Company from Emmis on November 25, 2019, MediaCo owed to Emmis the working capital of the stations, but the Company was permitted to collect and retain, for a period of nine months, the first $5.0 million of net working capital attributable to the stations as of the closing date. This right to $5.0 million of retained net working capital was satisfied in January 2020 and used in the operations of the business. This amount was paid to Emmis during the three months ended September 30, 2020.
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.
On February 28, 2020, Through December 31, 2021, there were additional borrowings from SG Broadcasting and annual interest amounts paid in kind on the CompanyEmmis Convertible Promissory Note and SG Broadcasting amendedPromissory Notes such that the principal balances outstanding as of December 31, 2021 were $6.2 million and restated$27.6 million, respectively. In addition to the November 2019 SG Broadcasting Promissory Note, such that the maximum aggregate principal amount issuable under the note was increased from $6.3 millionwe issued additional promissory notes to $10.3 million. Also on February 28, 2020,evidence our indebtedness to SG Broadcasting loaned an additional $2.0 million to(collectively with the Company pursuant to the amended note for working capital purposes.
On March 27, 2020, the Company and SG Broadcasting further amended and restated theNovember 2019 SG Broadcasting Promissory Note, such that the maximum aggregate principal amount issuable under the note was increased from $10.3 million to $20.0 million. On March 27, 2020, SG Broadcasting loaned an additional $3.0 million to the Company pursuant to the Second Amended and Restated SG Promissory Note for working capital purposes.
On August 28, 2020, SG Broadcasting loaned an additional $8.7 million to the Company pursuant to the Second Amended and Restated SG Promissory Note for working capital purposes.
On September 30, 2020, SG Broadcasting loaned an additional $0.3 million to the Company pursuant to the Additional SG“SG Broadcasting Promissory Note for working capital purposes.
Notes”).
On November 25, 2020,May 19, 2022, annual interest of $0.5 million and $1.1$0.4 million was paid in kind and added to the principal balancesbalance of the Emmis Convertible Promissory Note and 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, respectively. Consequently, the principal amountwhich expired on June 30, 2023 with no amounts outstanding thereunder as of December 31, 2023 or 2022.
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 SG Broadcastingadded 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, 20202022 under the Emmis Convertible Promissory Note was $5.5$6.0 million.
For the year ended December 31, 2023, interest of $0.5 million
was paid-in-kind and
$21.2added to the principal balance outstanding which was $6.5 million
respectively.at December 31, 2023
The Company recognized interest expense of $0.5$0.6 million and $1.3$0.8 million related to the Emmis Convertible Promissory Note for the years ended December 31, 2023, and 2022, respectively. The Company recognized no interest expense related to the SG Broadcasting Promissory Notes respectively. for the year ended December 31, 2023 and $1.8 million for the year ended December 31, 2022.
Convertible Preferred Stock
On December 13, 2019, in connection with the purchase of Fairway, Acquisition, the Company issued to SG Broadcasting 220,000 shares of MediaCo Series A Convertible Preferred Stock.
Dividends on Series A Convertible Preferred Stock held by SG Broadcasting were
$2.1$2.4 million and $3.3 million for the
yearyears ended December 31,
2020.2023, and 2022. On December 13,
2020 $2.12023 and 2022, $2.4 million
and $3.4 million, respectively, of dividends were paid in kind.
The paymentThese payments in kind increased the accrued value of the preferred stock and
no26,031 and 80,000 additional shares,
respectively, were issued as part of this payment. As of December 31,
2020,2023, and 2022, unpaid cumulative dividends were
$0.2 million and $0.1 million,
respectively, and included in the balance of preferred stock in the accompanying consolidated balance sheets. See Note
34 for a description of the Preferred Stock.
Loan Proceeds Participation Agreement
On
April 22, 2020, MediaCo and Emmis entered into a certain Loan Proceeds Participation Agreement (the “LPPA”) pursuantDecember 28, 2022, SG Broadcasting exercised its right to
which (i) Emmis agreed to use certainpartially convert $4.0 million of the
proceedsoutstanding balance on the MediaCo Series A Preferred Shares, for 3.3 million shares of the
loan Emmis received pursuant to the Paycheck Protection Program (“PPP”) under DivisionCompany's Class A
Title I of the CARES Act to pay certain wages of employees leased to MediaCo pursuant to the Employee Leasing Agreement, between Emmis and MediaCo (ii) Emmis agreed to waive up to $1.5 million in reimbursement obligations of MediaCo to Emmis under the Employee Leasing Agreement to the extent that the PPP Loan is forgiven, and (iii) MediaCo agreed to promptly pay Emmis an amount equal to 31.56% of the amount of the PPP Loan, if any, that Emmis is required to repay, up to the amount of the reimbursement obligations forgiven under (ii) above. Standard General L.P., on behalf of all of the funds for which it serves as an investment advisor, agreed to guaranty MediaCo’s obligations under the LPPA. As of the date of these financial statements, Emmis believes that the loan will be forgiven as Emmis believes it has spent the proceeds on qualifying expenditures. Accordingly, $1.5 million of leased employee expense was waived by Emmis during the year ended December 31, 2020.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 managemanaged the billboard business of Billboards in exchange for payments of $25,000 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
hashad an effective date of August 1, 2020,
has a term of three years, and
has customary provisions on limitation of liability and indemnification.
$42 thousand$0.1 million of income was recognized in the year ended December 31,
20202022 in relation to the Billboard Agreement,
allnone of which was outstanding as of December 31,
2020.2022. Additionally, Fairway incurred $0.2 million of out-of-pocket expenses for the period,
nonesubstantially all of which has been reimbursed as of December 31,
2020.16. SUBSEQUENT EVENTS
2022. On November 25, 2019, MediaCo entered into an Employee Leasing AgreementDecember 9, 2022, in connection with the sale of the assets held by and between Emmis andFairway, the Company. Pursuant to the Employee Leasing Agreement, the Company leased from EOC personnel at radio stations WBLS-FM and WQHT-FM to perform services for the Company consistent with each leased employees’ past practices at the Radio Stations. Effective January 1, 2021, the Employee LeasingBillboard 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. Two of the agreements have a term that expired on February 1, 2024 and are billed at hourly rates of $125 and $150 per hour. Two of the agreements have a term that expires on April 1, 2024 and are billed at rates of $6,000 and $8,400 per month. One agreement may be terminated at any time by either party and is billed at $18,000 per month, plus expenses. As of December 31, 2023, $49 thousand of fees were incurred related to these agreements.
14. SUBSEQUENT EVENTS
There were no other subsequent events other than share repurchases discussed in Note 3 and the Company hired allNasdaq letter received as discussed in Note 11.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this transition report, the Company evaluated the effectiveness of the design and operation of its “disclosure controls and procedures” (“Disclosure Controls”). This evaluation (the “Controls Evaluation”) was performed under the supervision and with the participation of management, including our
Interim President and Chief
ExecutiveOperating Officer (“
CEO”President and COO”) and Chief Financial Officer (“CFO”).
Based upon the Controls Evaluation, our
CEOPresident and COO and CFO concluded that as of December 31,
2020,2023, our Disclosure Controls are effective to ensure that information relating to MediaCo Holding Inc. and Subsidiaries that is required to be disclosed by us in the reports that we file or submit is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms, and is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting.
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f)) that occurred during the quarter ended December 31,
20202023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures and Internal Control over Financial Reporting
In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Management’s Report on Internal Control Over Financial Reporting
The management of MediaCo Holding Inc. is responsible for establishing and maintaining adequate internal control over financial reporting. Pursuant to the rules and regulations of the Securities and Exchange Commission, internal control over financial reporting is a process designed by, or under the supervision of, MediaCo Holding Inc.’s principal executive and principal financial officers and effected by MediaCo Holding Inc.’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
| (1)
| Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
| (2)
| Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of MediaCo Holding Inc. are being made only in accordance with authorizations of management and directors of the Company; and
|
(1)Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; | (3)
| Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of MediaCo Holding Inc.’s assets that could have a material effect on the financial statements.
|
(2)Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of MediaCo Holding Inc. are being made only in accordance with authorizations of management and directors of the Company; and(3)Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of MediaCo Holding Inc.’s assets that could have a material effect on the financial statements.
Management has evaluated the effectiveness of its internal control over financial reporting as of December 31, 2020,2023, based on the control criteria established in a report entitled Internal Control—Integrated Framework (2013 Framework), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on such evaluation, management has concluded that its internal control over financial reporting is effective as of December 31, 2020.Jeffrey H. Smulyan Chairman and Chief Executive Officer
Ryan A. Hornaday Executive Vice President, Chief Financial Officer and Treasurer
2023.
ITEM 9B. OTHER INFORMATION
Effective March 30, 2021, the Company amended Section 2.1
None..
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this item with respect to directors or nominees to be directors of MediaCo is incorporated by reference from the sections entitled “Proposal 1: Election of Directors,” “Delinquent Section 16(a) Reports,” “Corporate Governance – Certain Committees of the Board of Directors,” and “Corporate Governance – Code of Ethics” in the proxy statement for the Annual Meeting of Shareholders expected to be filed within 120 days after the end of the fiscal year to which this report applies. Information about executive officers of MediaCo or its affiliates who are not directors or nominees to be directors is presented in Part I under the caption “Information about our Executive Officers.”
ITEM 11. EXECUTIVE
COMPENSATION.COMPENSATION
The information required by this item is incorporated by reference from the sections entitled “Corporate Governance – Compensation of Directors,” and “Executive Compensation” in the proxy statement for the Annual Meeting of Shareholders expected to be filed within 120 days after the end of the fiscal year to which this report applies.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.MATTERS
Information required by this item is incorporated by reference from the section entitled “Security Ownership of Beneficial Owners and Management” in the proxy statement for the Annual Meeting of Shareholders expected to be filed within 120 days after the end of the fiscal year to which this report applies.
Equity Compensation Plan Information
The following table gives information about our common stock that may be issued upon the exercise of options, warrants and rights under our
2021 and 2020 Equity Compensation
PlanPlans as of December 31,
2020.2023. Our shareholders have approved
this plan.these plans. | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | | | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | | | Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (A)) | |
| Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | | Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (A)) |
Plan Category | | (A) | | | (B) | | | (C) | | Plan Category | (A) | | (B) | | (C) |
Class A common stock | | | | | | | | | | | | |
Equity Compensation Plans | | | | | | | | | | | | |
| Equity Compensation Plans | |
| Equity Compensation Plans | |
| Approved by Security Holders | |
| Approved by Security Holders | |
Approved by Security Holders | | | 102,617 | | | $ | 5.41 | | | | 897,383 | |
Equity Compensation Plans | | | | | | | | | | | | |
Not Approved by Security Holders | | | — | | | | — | | | | — | |
| Not Approved by Security Holders | |
| Not Approved by Security Holders | |
Total | | | 102,617 | | | $ | 5.41 | | | | 897,383 | |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE.INDEPENDENCE
The information required by this item is incorporated by reference from the sections entitled “Corporate Governance – Independent Directors” and “Corporate Governance – Transactions with Related Persons” in the proxy statement for the Annual Meeting of Shareholders expected to be filed within 120 days after the end of the fiscal year to which this report applies.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND
SERVICES.SERVICES
Our independent registered public accounting firm is Ernst & Young LLP, Indianapolis, IN, PCAOB ID 42.
The information required by this item is incorporated by reference from the section entitled “Matters Relating to Independent Registered Public Accountants” in the proxy statement for the Annual Meeting of Shareholders expected to be filed within 120 days after the end of the fiscal year to which this report applies.
59
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES.SCHEDULES
The financial statements filed as a part of this report are set forth under Item 8.
Financial Statement Schedules
No financial statement schedules are required to be filed with this report.
The following exhibits are filed or incorporated by reference as a part of this report:
| |
| | | | | | | | | | | | |
| | | | | | Incorporated by Reference | |
Exhibit Number | | Exhibit Description | | Filed Herewith | | Form | | Period Ending | | Exhibit | | Filing Date |
3.1 | | Amended and Restated Articles of Incorporation of MediaCo Holding Inc., as amended. | | | | 10-KT | | 12/31/2019 | | 3.1 | | 3/27/2020 |
3.2 | | Amended and Restated Code of Bylaws of MediaCo Holding Inc. | | X | | | | | | | | |
4.1 | | Description of Capital Stock | | | | 10-KT | | 12/31/2019 | | 4.1 | | 3/27/2020 |
10.1 | | Employee Leasing Agreement, dated as of November 25, 2019, by and between Emmis Operating Company and MediaCo Holding Inc.*# | | | | 8-K | | | | 10.2 | | 11/27/2019 |
10.2 | | Management Agreement, dated as of November 25, 2019, by and between Emmis Operating Company and MediaCo Holding Inc.*# | | | | 8-K | | | | 10.3 | | 11/27/2019 |
10.3 | | Amended and Restated Promissory Note, dated as of February 28, 2020, by MediaCo Holding Inc. in favor of SG Broadcasting LLC. | | | | 8-K | | | | 10.1 | | 3/2/2020 |
10.4 | | Amendment No. 1 to Amended and Restated Term Loan Agreement, dated as of February 28, 2020, by and among MediaCo Holding Inc., the other parties designated as borrowers thereto, the financial institutions from time to time party thereto, and GACP Finance Co., LLC, a Delaware limited liability company, as administrative agent and collateral agent. | | | | 8-K | | | | 10.2 | | 3/2/2020 |
10.5 | | Second Amended and Restated Promissory Note, dated as of March 27, 2020, by MediaCo Holding Inc. in favor of SG Broadcasting LLC. | | | | 10-KT | | 12/31/2019 | | 10.19 | | 3/27/2020 |
10.6 | | Amendment No. 2 to Amended and Restated Term Loan Agreement, dated as of March 27, 2020, by and among MediaCo Holding Inc., the other parties designated as borrowers thereto, the financial institutions from time to time party thereto, and GACP Finance Co., LLC, a Delaware limited liability company, as administrative agent and collateral agent. | | | | 10-KT | | 12/31/2019 | | 10.20 | | 3/27/2020 |
10.7 | | Loan Proceeds Participation Agreement, dated April 22, 2020, between MediaCo Holding Inc. and Emmis Operating Company. | | | | 8-K | | | | 10.1 | | 4/27/2020 |
10.8 | | Form of Restricted Stock Agreement under 2020 Equity Compensation Plan. | | | | 10-Q | | 6/30/2020 | | 10.2 | | 8/14/2020 |
10.9 | | Management Agreement, effective August 1, 2020, between Fairway Outdoor LLC and Billboards LLC. | | | | 10-Q | | 6/30/2020 | | 10.3 | | 8/14/2020 |
10.10 | | Amendment No. 3 to Amended and Restated Term Loan Agreement, dated as of August 28, 2020, by and among MediaCo Holding Inc., the other parties designated as borrowers thereto, the financial institutions from time to time party thereto, and GACP Finance Co., LLC, a Delaware limited liability company, as administrative agent and collateral agent. | | | | 8-K | | | | 10.1 | | 8/31/2020 |
21 | | Subsidiaries of MediaCo Holding Inc. | | X | | | | | | | | |
23 | | Consent of Independent Registered Public Accounting Firm | | X | | | | | | | | |
24 | | Powers of Attorney | | X | | | | | | | | |
31.1 | | Certification of Principal Executive Officer of MediaCo Holding Inc. pursuant to Rule 13a-14(a) under the Exchange Act | | X | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Incorporated by Reference | | |
Exhibit
Number | | Exhibit Description | | Filed
Herewith | | Form | | Period
Ending | | Exhibit | | Filing
Date |
| 3.1 | | | | | | 10-KT | | 12/31/2019 | | 3.1 | | 3/27/2020 |
| 3.2 | | | | | | 8-K | | | | 3.1 | | 3/27/2023 |
| 3.3 | | | | | | 10-K | | 12/31/2021 | | 3.2 | | 3/24/2022 |
| 4.1 | | | | | | 10-KT | | 12/31/2019 | | 4.1 | | 3/27/2020 |
| 10.2† | | | | | | 8-K | | | | 99.1 | | 2/11/2022 |
| 10.4† | | | | | | Definitive Proxy | | | | Ex. A | | 4/2/2021 |
| 10.5 | | | | | | 8-K | | | | 10.8 | | 11/27/2019 |
| 10.7† | | | | | | 10-Q | | 6/30/2020 | | 10.2 | | 8/14/2020 |
| 10.8† | | | | | | 8-K | | | | 99.1 | | 7/17/2023 |
| 10.9† | | | | | | 8-K | | | | 99.1 | | 10/12/2023 |
| 21 | | | | X | | | | | | | | |
| 23 | | | | X | | | | | | | | |
| 31.1 | | | | X | | | | | | | | |
| 31.2 | | | | X | | | | | | | | |
| 32.1 | | | | X | | | | | | | | |
| 32.2 | | | | X | | | | | | | | |
| 97† | | | | X | | | | | | | | |
60
* Schedules and exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K.
+ The
registrantRegistrant will furnish
supplementally a copy of any omitted schedule
or exhibit as a supplement to the
Securities and Exchange Commission
or its staff upon request.
# Portions of this exhibit, marked by brackets, have been omitted pursuant to Item 601(b)(10) of Regulation S-K because they are both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed. The registrant undertakes to promptly provide an unredacted copy of the exhibit on
† Constitutes a supplemental basis, if requested by the Commissionmanagement contract or its staff.compensatory plan or arrangement.
ITEM 16. FORM 10-K
SUMMARY.SUMMARY
Signatures.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | | | | | |
| | | |
| MEDIACO HOLDING INC. |
| | |
| Date: April 1, 2024 | By: | /s/ Kudjo Sogadzi |
| Date: March 30, 2021
| By:
| /s/ Jeffrey H. Smulyan
Kudjo Sogadzi |
| | | Jeffrey H. Smulyan
|
| | | Interim President and Chief Operating Officer
(Principal Executive Officer Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| | | | | | | | | | | | | | |
| | SIGNATURE | | TITLE |
| | | | |
| Date: April 1, 2024 | | /s/ Kudjo Sogadzi | | | Interim President and Chief Operating Officer |
| | Kudjo Sogadzi | | SIGNATURE
| | TITLE
|
| | | | |
Date: March 30, 2021
| | /s/ Jeffrey H. Smulyan
| | Chief Executive Officer and Director
|
| | Jeffrey H. Smulyan
| | (Principal Executive Officer) |
| | | | |
Date: March 30, 2021 April 1, 2024 | | /s/ Ryan A. Hornaday Ann C. Beemish | | Executive Vice President, Chief Financial Officer and Treasurer |
| | Ann C. Beemish | | Ryan A. Hornaday
| | and Treasurer (Principal(Principal Financial Officer and
|
| | | | Principal Accounting Officer) |
| | | | |
Date: March 30, 2021 April 1, 2024 | | /s/ Patrick M. Walsh | | President and Director
|
| | Patrick M. Walsh | | |
| | | | |
Date: March 30, 2021 April 1, 2024 | | /s/ J. Scott Enright | | Executive Vice President, General Counsel and
Director |
| | J. Scott Enright | | |
| | | | |
| Date: April 1, 2024 | | Secretary and
/s/ Andrew Glaze | | Director |
| | Andrew Glaze | | |
| | | | |
| Date: April 1, 2024 | | /s/ Robert L. Greene | | Director |
| Date: March 30, 2021
| Robert L. Greene | | | Andrew Glaze*
| Director
|
| | | Andrew Glaze
| |
| Date: April 1, 2024 | | | | |
Date: March 30, 2021
| | Laura Lee*
| | Director
|
| | Laura Lee
| | |
| | | | |
Date: March 30, 2021
| | Mary Beth McAdaragh*
| | Director
|
| | /s/ Mary Beth McAdaragh | | Director |
| | Mary Beth McAdaragh | | |
| | | | |
| Date: April 1, 2024 | | /s/ Deborah McDermott | | Director |
| |
Deborah McDermott | | |
| | | | |
Date: March 30, 2021April 1, 2024 | | /s/ Jeffrey H. Smulyan | | Deborah McDermott*
| Director |
| | Jeffrey H. Smulyan | | |
| | | | |
| Date: April 1, 2024 | | Deborah McDermott
/s/ Amit Thakrar | | Director |
| | Amit Thakrar | | | | |
|
*By:
| | /s/ J. Scott Enright
|
| | J. Scott Enright
Attorney-in-Fact
|