Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 | |||||
| Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 | |||||
NEW YORK,
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Class A common stock, $0.01 par value | MDIA | Nasdaq Capital Market | ||||||
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$23,670,214.
2,914,606
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Item 10. Directors, Executive Officers and Corporate Governance |
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digital advertising, premium programming and events. syndication. 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 4 5.1 WBLS-FM Urban Adult Contemporary 25-54 4 5.0 Universal Hip Hop Museum, which is currently under construction in New York City. dollars. in our disposed outdoor advertising business. NAME POSITION AGE AT DECEMBER 31, 2021 YEAR FIRST ELECTED OFFICER Rahsan-Rahsan Lindsay Chief Executive Officer and Director 50 2021 Bradford A. Tobin President, Chief Operating Officer and General Counsel 39 2020 Ann C. Beemish Executive Vice President, Chief Financial Officer and Treasurer 49 2021 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 WBLS-FM New York, NY 107.5 June 2022 B 1,362 4.2 Review of Ownership Restrictions •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; •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 Operations •proposals to impose spectrum use or other fees on FCC licensees; •proposals to 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 restrict or prohibit the advertising of beer, wine and other alcoholic beverages; •proposals to tighten safety guidelines relating to radio frequency radiation exposure; •proposals to modify broadcasters’ public interest obligations; and stations, which we believe has continued to impact us even as of the date of this report. 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 artists that can headline or who can sell out larger venues, which we rent. Accordingly, our operations. •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 • 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 • low-power FM radio, which could result in additional FM radio broadcast outlets. licenses. operations. 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 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”), the Articles of Incorporation or the By-laws, or state. decline. intangibles. October 1, 2021 October 1, 2020 Discount Rate 12.1% 12.4% Long-term Revenue Growth Rate 1.3% 1.0% Mature Market Share 9.2% 9.4% Operating Profit Margin 24.2-29.0% 26.6-29.5% 2022 Year ended December 31, Change (Dollars in thousands) 2021 2020 $ % Net revenues: Radio $ 41,727 $ 26,020 $ 15,707 60.4 % Outdoor Advertising 13,766 13,241 525 4.0 % Total net revenues $ 55,493 $ 39,261 $ 16,232 41.3 % ease. Year ended December 31, Change (Dollars in thousands) 2021 2020 $ % Operating expenses excluding depreciation and amortization expense: Radio $ 28,667 $ 22,827 $ 5,840 25.6 % Outdoor Advertising 9,057 9,517 (460 ) (4.8 )% Total operating expenses excluding depreciation and amortization expense $ 37,724 $ 32,344 $ 5,380 16.6 % Year ended December 31, Change (Dollars in thousands) 2021 2020 $ % Corporate expenses $ 8,434 $ 4,338 $ 4,096 94.4 % higher professional service fees. Year ended December 31, Change (Dollars in thousands) 2021 2020 $ % Depreciation and amortization: Radio $ 667 $ 893 $ (226 ) (25.3 )% Outdoor Advertising 3,258 3,188 70 2.2 % Total depreciation and amortization $ 3,925 $ 4,081 $ (156 ) (3.8 )% Year ended December 31, Change (Dollars in thousands) 2021 2020 $ % (Gain) loss on disposal of assets: Radio $ — $ — $ — N/A Outdoor Advertising (47 ) 197 (244 ) (123.9 )% (Gain) loss on disposal of assets $ (47 ) $ 197 $ (244 ) (123.9 )% current year. Year ended December 31, Change (Dollars in thousands) 2021 2020 $ % Operating income (loss): Radio $ 12,393 $ 2,300 $ 10,093 438.8 % Outdoor Advertising 1,498 339 1,159 341.9 % All Other (8,434 ) (4,338 ) (4,096 ) 94.4 % Total operating income (loss) $ 5,457 $ (1,699 ) $ 7,156 (421.2 )% Year ended December 31, Change (Dollars in thousands) 2021 2020 $ % Interest expense $ (11,100 ) $ (9,493 ) $ (1,607 ) 16.9 % There were no such transactions in the current year. Year ended December 31, Change (Dollars in thousands) 2021 2020 $ % Provision for income taxes $ 358 $ 15,561 $ (15,203 ) (97.7 )% Year ended December 31, Change (Dollars in thousands) 2021 2020 $ % Consolidated net loss $ (6,082 ) $ (26,753 ) $ 20,671 (77.3 )% increased operating loss from continuing operations. See above and Note 2 — Discontinued Operations in our consolidated financial statements included elsewhere in this report. 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. current year. current year due to timing of payments. tax withholding obligations of $1.3 million. results. Year ended December 31, (in thousands, except per share amounts) 2021 2020 NET REVENUES $ 55,493 $ 39,261 OPERATING EXPENSES: Operating expenses excluding depreciation and amortization expense 37,724 32,344 Corporate expenses 8,434 4,338 Depreciation and amortization 3,925 4,081 (Gain) loss on disposal of assets (47 ) 197 Total operating expenses 50,036 40,960 OPERATING INCOME (LOSS) 5,457 (1,699 ) OTHER EXPENSE: Interest expense (11,100 ) (9,493 ) Loss on debt extinguishment (81 ) — Total other expense (11,181 ) (9,493 ) LOSS BEFORE INCOME TAXES (5,724 ) (11,192 ) PROVISION FOR INCOME TAXES 358 15,561 CONSOLIDATED NET LOSS (6,082 ) (26,753 ) PREFERRED STOCK DIVIDENDS 2,752 2,148 NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (8,834 ) $ (28,901 ) Basic and diluted net loss per share attributable to common shareholders: $ (1.22 ) $ (4.07 ) Basic and diluted weighted average common shares outstanding 7,217 7,094 DECEMBER 31, DECEMBER 31, (in thousands, except share data) 2021 2020 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 6,121 $ 4,171 Accounts receivable, net of allowance for doubtful accounts of $313 and $503, respectively 13,756 8,508 Prepaid expenses 1,238 1,247 Other 526 1,274 Total current assets 21,641 15,200 PROPERTY AND EQUIPMENT: Land and buildings 1,736 1,669 Leasehold improvements 8,479 8,479 Broadcasting equipment 5,989 5,927 Outdoor advertising structures 27,344 26,390 Office equipment, computer equipment, software and automobiles 2,566 2,210 Construction in progress 88 37 46,202 44,712 Less accumulated depreciation and amortization (19,669 ) (17,062 ) Total property and equipment, net 26,533 27,650 INTANGIBLE ASSETS: Indefinite lived intangibles 63,999 63,999 Goodwill 13,102 13,102 Other intangibles 5,060 5,060 82,161 82,161 Less accumulated amortization (4,131 ) (2,944 ) Total intangible assets, net 78,030 79,217 OTHER ASSETS: Operating lease right of use assets 21,663 23,953 Deposits and other 343 331 Total other assets 22,006 24,284 Total assets $ 148,210 $ 146,351 DECEMBER 31, DECEMBER 31, (in thousands, except share data) 2021 2020 LIABILITIES AND RETAINED DEFICIT CURRENT LIABILITIES: Accounts payable and accrued expenses $ 2,710 $ 2,557 Current maturities of long-term debt 2,754 1,836 Accrued salaries and commissions 1,284 709 Deferred revenue 2,022 1,535 Operating lease liabilities 3,801 3,573 Other 1,412 549 Total current liabilities 13,983 10,759 LONG-TERM DEBT, NET OF CURRENT PORTION 97,527 93,918 OPERATING LEASE LIABILITIES, NET OF CURRENT 16,909 20,176 ASSET RETIREMENT OBLIGATION 7,267 6,316 DEFERRED INCOME TAXES 2,069 1,711 OTHER NONCURRENT LIABILITIES 16 221 Total liabilities 137,771 133,101 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 27,010 24,258 RETAINED DEFICIT: Class A common stock, $0.01 par value; authorized 170,000,000 shares; issued and outstanding 3,056,757 shares and 1,785,880 shares at December 31, 2021 and 2020, respectively 31 18 Class B common stock, $0.01 par value; authorized 50,000,000 shares; issued and outstanding 5,413,197 shares at December 31, 2021 and 2020 54 54 Class C common stock, $0.01 par value; authorized 30,000,000 shares; NaN issued — — Additional paid-in capital 24,030 20,772 Accumulated deficit (40,686 ) (31,852 ) Total deficit (16,571 ) (11,008 ) Total liabilities and deficit $ 148,210 $ 146,351 EARNINGS (DEFICIT) Class A Common Stock Class B Common Stock (in thousands, except share data) Shares Amount Shares Amount APIC Accumulated Deficit Total 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 related 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 ) Net loss — — — — — (6,082 ) (6,082 ) Sale of class A common shares 34,609 1 — — 341 — 342 Issuance of class A to employees, officers and directors 1,236,268 12 — — 2,917 — 2,929 Preferred stock dividends — — — — — (2,752 ) (2,752 ) BALANCE, DECEMBER 31, 2021 3,056,757 $ 31 5,413,197 $ 54 $ 24,030 $ (40,686 ) $ (16,571 ) Year ended December 31, (in thousands) 2021 2020 OPERATING ACTIVITIES: Consolidated net loss $ (6,082 ) $ (26,753 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Loss on debt extinguishment 81 — Depreciation and amortization 3,925 4,081 Amortization of deferred financing costs, including original issue discount 636 590 Noncash interest expense 3,575 1,684 Noncash lease expense 3,016 2,852 Provision for bad debts 71 543 Accretion of asset retirement obligations 848 726 Provision for deferred income taxes 358 15,561 Noncash compensation 3,650 129 (Gain) loss on sale of property and equipment (47 ) 197 Changes in assets and liabilities: Accounts receivable (5,319 ) 1,896 Prepaid expenses and other current assets 757 416 Other assets (784 ) (331 ) Accounts payable and accrued liabilities 640 (8,761 ) Deferred revenue 487 (146 ) Operating lease liabilities (3,039 ) (2,395 ) Other liabilities 167 68 Net cash provided by (used in) operating activities 2,940 (9,643 ) INVESTING ACTIVITIES: Purchases of property and equipment (1,403 ) (409 ) Other 146 — Net cash used in investing activities (1,257 ) (409 ) FINANCING ACTIVITIES: Payments on long-term debt (3,000 ) (1,836 ) Proceeds from long-term debt 4,000 14,000 Proceeds of stock issuances 342 — Payments for debt related costs (354 ) (24 ) Settlement of tax withholding obligations (721 ) — Net cash provided by financing activities 267 12,140 INCREASE IN CASH AND CASH EQUIVALENTS 1,950 2,088 CASH AND CASH EQUIVALENTS: Beginning of period 4,171 2,083 End of period $ 6,121 $ 4,171 SUPPLEMENTAL DISCLOSURES: Cash paid for: Interest $ 6,308 $ 7,067 Income taxes — — Noncash financing transactions: Noncash debt-related costs — 281 advertising, premium programming and events. Balance At Beginning Of Period Provision Write-Offs Balance At End Of Period Year ended December 31, 2020 $ 157 543 (197 ) $ 503 Year ended December 31, 2021 $ 503 71 (261 ) $ 313 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. 2022. 2022. We have elected to determine the earnings 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 same. Year Ended December 31, 2021 2020 Net loss $ (6,082 ) $ (26,753 ) Preferred dividends 2,752 2,148 Net loss attributable to common shareholders $ (8,834 ) $ (28,901 ) Basic and diluted weighted average common shares outstanding 7,217 7,094 Net loss per share attributable to common shareholders $ (1.22 ) $ (4.07 ) Year Ended December 31, (in thousands) 2021 2020 Convertible Emmis promissory note 2,269 1,370 Convertible Standard General promissory notes 8,725 5,308 Series A convertible preferred stock 9,845 6,005 Restricted stock awards 515 39 Total 21,354 12,722 estimates. statements, including, but not limited to, our income taxes footnote disclosure. Awards Price Grants outstanding, beginning of period 103 $ 5.41 Granted 1,366 3.67 Vested (restriction lapsed) (363 ) 3.75 Forfeited (22 ) 5.56 Grants outstanding, end of period 1,084 $ 3.77 Year Ended December 31, 2021 2020 Operating expenses excluding depreciation and amortization $ 1,436 $ — Corporate expenses 2,214 129 Stock-based compensation expense $ 3,650 $ 129 performance obligations are fulfilled. Year Ended December 31, 2021 2020 Net revenues: Radio Advertising $ 30,012 54.1 % $ 19,129 48.7 % Nontraditional 4,864 8.8 % 761 1.9 % Digital 2,864 5.2 % 2,256 5.7 % Outdoor Advertising (1) 12,725 22.9 % 12,459 31.7 % Other 5,028 9.0 % 4,656 12.0 % Total net revenues $ 55,493 $ 39,261 December 31, 2021 December 31, 2020 Senior credit facility $ 68,343 $ 70,972 Notes payable to Emmis 6,154 5,535 Notes payable to SG Broadcasting 27,574 21,400 Less: Current maturities (2,754 ) (1,836 ) Less: Unamortized original discount (1,790 ) (2,153 ) Total long-term debt, net of current portion and debt discount $ 97,527 $ 93,918 note matures within the next 12 months. Year ended December 31, Senior Credit Facility Emmis Notes SG Broadcasting Notes Total 2022 2,754 — — 2,754 2023 3,672 — — 3,672 2024 61,917 6,154 — 68,071 2025 — — 27,574 27,574 2026 — — — — Total $ 68,343 $ 6,154 $ 27,574 $ 102,071 2022. this debt approximates its fair value. payments. material for the year ended December 31, 2022. Year Ended December 31, 2021 2020 Lease Cost Operating lease cost $ 5,018 $ 4,986 Other Information Operating cash flows from operating leases 5,858 5,020 Right-of-use assets obtained in exchange for new operating lease liabilities 754 — Weighted average remaining lease term - operating leases (in years) 8.5 9.0 Weighted average discount rate - operating leases 9.4 % 9.1 % Year ended December 31, 2022 $ 4,922 2023 4,390 2024 2,890 2025 2,873 2026 2,740 After 2026 12,785 Total lease payments 30,600 Less: imputed interest (9,890 ) Total recorded lease liabilities $ 20,710 Year ended December 31, 2022 $ 7,588 2023 597 2024 82 2025 4 2026 — After 2026 — December 31, 2021 December 31, 2020 Indefinite-lived intangible assets: FCC Licenses $ 63,266 $ 63,266 Trade Name 733 733 Goodwill 13,102 13,102 Definite-lived intangible assets: Programming Contract — 220 Customer List 929 1,896 Total $ 78,030 $ 79,217 October 1, 2021 October 1, 2020 Discount Rate 12.1% 12.4% Long-term Revenue Growth Rate 1.3% 1.0% Mature Market Share 9.2% 9.4% Operating Profit Margin 24.2-29.0% 26.6-29.5% December 31, 2021 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 — $ 2,154 $ 2,154 $ — $ 2,154 $ 1,934 $ 220 Customer List 1.0 2,906 1,977 929 2,906 1,010 1,896 Total $ 5,060 $ 4,131 $ 929 $ 5,060 $ 2,944 $ 2,116 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. 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 Additions to asset retirement obligations 179 Accretion expense 848 Liabilities settled (76 ) Balance at December 31, 2021 $ 7,267 Year ended December 31, Total Payments 2022 $ 1,137 2023 249 2024 — 2025 — 2026 — Thereafter — Total $ 1,386 Year Ended December 31, 2021 2020 Current: Federal $ — $ — State — — Total current — — Deferred: Federal 110 10,146 State 248 5,415 Total deferred 358 15,561 Provision for income taxes $ 358 $ 15,561 Year Ended December 31, 2021 2020 Federal statutory income tax rate 21 % 21 % Computed income tax provision at federal statutory rate $ (1,203 ) $ (2,350 ) State income tax (473 ) (920 ) Equity based compensation (201 ) 0 Valuation allowance 2,205 18,795 Other 30 36 Provision for income taxes $ 358 $ 15,561 December 31, 2021 December 31, 2020 Deferred tax assets: Intangible assets $ 13,622 $ 14,427 Lease liability 6,230 7,125 Interest deduction carryforward 4,311 2,219 Stock compensation 726 39 Net operating losses 8,674 8,009 Other 412 285 Valuation allowance (21,000 ) (18,795 ) Total deferred tax assets 12,975 13,309 Deferred tax liabilities Indefinite-lived intangible assets (7,056 ) (5,939 ) Right of use asset (6,477 ) (7,186 ) Property and equipment (1,511 ) (1,895 ) Total deferred tax liabilities (15,044 ) (15,020 ) Net deferred tax liabilities $ (2,069 ) $ (1,711 ) positions was approximately $0.4 million all which is reported as a noncurrent liability. The Year Ended December 31, 2021 Radio Outdoor Advertising All Other Consolidated Net revenues $ 41,727 $ 13,766 $ — $ 55,493 Operating expenses excluding depreciation and amortization expense 28,667 9,057 — 37,724 Corporate expenses — — 8,434 8,434 Depreciation and amortization 667 3,258 — 3,925 Loss on disposal of assets — (47 ) — (47 ) Operating income (loss) $ 12,393 $ 1,498 $ (8,434 ) $ 5,457 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 — — 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 ) Total Assets Radio Outdoor Advertising Consolidated December 31, 2021 $ 90,485 $ 57,725 $ 148,210 December 31, 2020 84,219 62,132 146,351 Notes”). December 31, 2023 or 2022. outstanding principal for 11 thousand shares of the Company’s Class A common stock. at December 31, 2023 7. common stock. (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 Management has evaluated the effectiveness of its internal control over financial reporting as of December 31, 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) Class A common stock Equity Compensation Plans Approved by Security Holders 1,084,019 $ 3.77 1,667,525 Equity Compensation Plans Not Approved by Security Holders — — — Total 1,084,019 $ 3.77 1,667,525 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 X 4.1 10-KT 12/31/2019 4.1 3/27/2020 10.1† 10-Q 9/30/2021 10.1 11/12/2021 10.2† Definitive Proxy Ex. A 4/2/2021 10.3 8-K 10.1 3/2/2020 10.4 8-K 10.2 5/21/2021 10.5 8-K 10.2 3/2/2020 10.6 10-KT 12/31/2019 10.19 3/27/2020 10.7 10-KT 12/31/2019 10.20 3/27/2020 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 8-K 10.1 8/31/2020 Incorporated by Reference Exhibit Number Exhibit Description Filed Herewith Form Period Ending Exhibit Filing Date 10.11 8-K 10.1 5/21/2021 10.12 X 21 X 23 X 31.1 X 31.2 X 32.1 X 32.2 X 101.INS Inline XBRL Instance Document X 101.SCH Inline XBRL Taxonomy Extension Schema Document X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) X MEDIACO HOLDING INC. Interim President and Chief Operating Officer (Principal Executive Officer) Date: /s/ Ann C. Beemish Executive Vice President, Chief Financial Officer Ann C. Beemish Principal Accounting Officer) Date: /s/ Patrick M. Walsh Director Patrick M. Walsh Date: /s/ J. Scott Enright Director J. Scott Enright Date: /s/ Andrew Glaze Director Andrew Glaze /s/ Mary Beth McAdaragh Director Mary Beth McAdaragh Date: /s/ Deborah McDermott Director Deborah McDermott Date: /s/ Jeffrey H. Smulyan Director Jeffrey H. Smulyanoutdoor advertising.WQHT-FMWQHT(FM) and WBLS-FM,WBLS(FM), which serve the New York City demographic market area that primarily targets Black, Hispanic, and multi-cultural consumers, as well as approximately 3,500 outdoor advertising displays in the Southeast (Georgia, Alabama, South Carolina and Florida) and the Mid-Atlantic (Kentucky, West Virginia and Ohio) regions of the United States.consumers. We derive our revenues primarily from radio outdoor, and digital advertising sales, but we also generate revenues from events, including sponsorships and ticket sales, licensing, and syndication.spaces and outdoor advertising businesses that focus on underserved areas.spaces. Our strategy is focused on the following operating principles: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.in our radio segment primarily focus on the health care and education sectors. We believe our capabilities can address these clients’ under-served needs.42021,2023, 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 2022December 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 FORMAT RANKING IN PRIMARY DEMOGRAPHIC TARGET 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 2021,2023, approximately 21%17% of our total spot radio advertising revenues were derived from national sales and 79%83% were derived from local sales.OUTDOOR ADVERTISINGAs of December 31, 2021, we owned and operated approximately3,500 outdoor advertising displays in seven 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.Bulletinsare 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, 2021, we operated approximately 1,115 bulletinstructures with a total of 2,530 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.Postersare 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, 2021, we operated approximately335 poster displays with a total of729 faces.We generally lease poster space for four 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 can generate 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, 2021, our inventory included21 digital display billboards with a total of 200faces. We own the physical structures on which the advertising copy is displayed. We build the structures on locations we either own or lease.5In 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. 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.In January 2022, we helped raise over $1 million by broadcasting We have embarked on a day-long fundraiser forrelationship with the families impacted by the Bronx apartment fire at Twin Parks North-West.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 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.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 ours that operate a limited number of structures in one or a few local markets.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.We believe that our strong emphasis on sales and customer service and our position as a major provider of advertising services in each Additionally, the strength of our primary markets enablesdigital reach and brand recognition allows us to compete effectively with the other outdoorfor national digital advertising companies, as well as with other media, within those markets.62021,2023, we had 192116 full-time and part-time employees, compared to 189141 at December 31, 2020, of2022, at which 134earlier date 49 employees were employed under the prior employee leasing arrangement (the “Employee Leasing Agreement”) with Emmis Operating Company (“EOC”). On January 1, 2021, we hired all the leased employees under the Employee Leasing Agreement with EOC and assumed the employment and collective bargaining agreements related to those employees.as well as formal surveysto ensure the mission is executed, while ensuring transparency.192116 full-time and part-time employees driving the business, over 66%84% are Black, Hispanic, or Asian, and 39% are female.72021.2023. 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 directors.NAME POSITION YEAR FIRST ELECTED OFFICER Kudjo Sogadzi Kudjo Sogadzi Interim President and Chief Operating Officer 41 2023 Ann C. Beemish Executive Vice President, Chief Financial Officer and Treasurer 51 2021 LindsaySogadzi was appointed to the position of Chief ExecutiveOperating Officer in June 2021.July 2023 and interim President in October 2023. Prior to joining MediaCo, Mr. LindsaySogadzi served as the Executive Vice President of Advertising Sales and Marketing for Urban One, Inc. for nine years, where he oversaw advertising sales, integrated marketing, and sales operations for TV One and sister network CLEO TV, which he helped launch inan investment analyst at Standard General LP since 2019. In 2020, he took overHe has also held positions as head of iOne Digital ad sales and One Solution, Urban One’s cross-platform marketing group, as well as One X Studios, the branded content production arm of Urban One. Mr. Lindsay has been a member of the Advisory Board of Rutgers University School of Business since 2018. In addition, he maintains a seat on the International Radio and Television Society board, a position that he has held for the past four yearsPrincipal at OS Global LLC from 2015 to 2019, Hedge Fund Analyst at EnTrust Global, and serves as the co-chair ofon the board of directors for The Brotherhood/Sister Sol, a Harlem-based nonprofit organization providing education and personal development, career training and support services to underserved youth.Mr. Tobin has served as President, Chief Operating Officer, and General Counsel since June 2021, after being appointed as Chief Operating Officer in August 2020. Gloria Maris LLC.Mr. Tobin has over 12 yearsTable of legal and operational experience. ContentsPrior to joining the Company, Mr. Tobin served as Secretary, General Counsel and Chief Compliance Officer of Standard Diversified Inc. (a former 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.8WQHT-FMWQHT(FM) and WBLS-FM are currently pending before the FCC.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, 2021:Under the Communications Act, upon the filing 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:
2023:•has served the public interest, convenience and necessity;•has committed no serious violations of the Communications Act or the FCC rules; andRadio Market Stations City of License Frequency FCC Class Height Above Average Terrain (in feet) 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 2030 B 1,362 4.2 •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 the vast majority of cases, the FCC renews a broadcast license even when petitions to deny have been filed against the renewal application. We do not anticipate any impediments to the renewal of our radio licenses.intactunchanged since their initial adoption following the 1996 Act. The FCC’s previous ownership reviews have been subject to litigation. In April 2021, the U.S. Supreme Court reversed a lower court decision blocking a number of FCC rule changes designed to update the FCC’s media ownership regulations. As a result, the FCC’s Radio/Television Cross-Ownership Rule, which limited the number of radio and television and stations that could be commonly owned in a single market, was eliminated.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 2022 quadrennial review proceedingproceedings will result in modifications of the ownership rules or the impact (if any) that such modifications would have on our business.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)•all officer and director positions in a licensee or its direct/indirect parent(s);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;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).9•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; andif 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.20182022 quadrennial review order,proceeding, the FCC is considering all aspects of the local radio ownership rule, including whether the rule in its current form remains necessary in the public interest.Operation10overnearly 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.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 has negotiated individual licensing agreements with radio stations for songs within its repertoire. 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.performanceperforming rights organizations. In 2021, the Copyright Royalty Board (“CRB”) completed its proceeding to set rates for the 2021-2025 license period. The CRB set a rate during this period for performances by non-subscription noninteractive services of $0.0021 per listener per song, and a rate for noninteractive subscription services of $0.0026 per listener per song, both of which are subject to changes that mirror changes in the Consumer Price Index.•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 restrict or prohibit the advertising of beer, wine and other alcoholic beverages;proposals to tighten safety guidelines relating to radio frequency radiation exposure;proposals to modify broadcasters’ public interest obligations; andproposals, including by states, to limit the tax deductibility of advertising expenses by advertisers.any of thesesuch proposals or changes might have on our business.11REGULATION OF OUTDOOR ADVERTISINGOutdoor 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.on-going coronavirus (“COVID-19”)COVID-19 pandemic has had a material adverse effect on our advertising revenues particularly at our New York radio stations.("(“Miller Kaplan"Kaplan”), during the yearyears ended December 31, 2021,2023 and the year ended December 31, 2020, were up 41.2%2022, were down 3.3% and down 31.3%up 1.6%, respectively. During these same periods, the U.S. Bureau of Economic Analysis reports that U.S. real gross domestic product grew 5.7%2.5% and contracted 3.4%1.9%, respectively.12Our operations have been, and continue to be, adversely affected by the pandemic.We hold a number of events, most notably in June of each year, in which large numbers of people are in close proximity. We were requiredis highly sensitive to cancel Summer Jam in 2020 due to the COVID-19 pandemic, which adversely impacted our financial results in 2020. We delayed Summer Jam in 2021 until late August due to slower than expected reopening of the New York/New Jersey market. Summer Jam in 2021 was further impacted by the effects of hurricane Henri. Our ability to successfully hold future Summer Jamspublic tastes and is dependent on among other things, stateour ability to secure popular artists, and local restrictionsour ticketing revenue can be impacted by changes in consumer preferences.crowd sizesthe availability of popular artists and people’s willingnessevents. Summer Jam depends in part on our ability to attend large gatherings. We cannot predict when, if ever, advertising levels will returnanticipate the tastes of consumers and to pre-pandemic levels.outdoor advertising markets, we face competition from largerticket sales success depends, in part, upon the ability of these third parties to correctly anticipate public demand for particular events, as well as the availability of popular artists, entertainers and more diversified outdoor advertisers and other formsteams.our outdoor advertising markets, we face competition from other outdoor advertisers and other media in these markets. Although we are oneadvance of the largest companies focusing exclusivelybeginning of the tour and we often agree to pay an artist a fixed guaranteed amount prior to our receiving any revenue. Therefore, if the public is not receptive, or an artist cancels, we may incur a loss depending on outdoor advertisingthe amount 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 our failure to anticipate, identify or react to these changes could result in reduced demand for 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.13"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.2021,2023, SG Broadcasting controlled approximatelyapproximately 94.7% 72.3% 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.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.licenses with the FCC.FCC licenses. We could be prevented from operating a radio station if we fail to maintain its license.14We are currentlyOur licenses were successfully renewed in the renewal process for our licenses with the FCC.2022 through June 2030. While we are not aware of facts or circumstances that would prevent us from having our current licenses renewed thoughin 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 a government agency, the FCC may, in response to a petition from a third party or on its own initiative, 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.orour business operationsaffectaffect 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. 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.152021,2023, our intangible assets comprised 53%68% of our total assets. We did not record any impairment charges during the years ended December 31, 2021,2023, and December 31, 2020.2022. 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.evolving COVID-19 pandemic, may have a material adverse effect on our advertising revenues and operating results.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.systems andsystems. The modification, change of, or interruption of such systems may disrupt our business, processes and internal controls.16sectors.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.our Indebtedness:Our substantial indebtedness could adversely affect our financial health.We have a significant amount of indebtedness. As of December 31, 2021, our total indebtedness was $102.1 million, consisting of $68.3 million under our five-year senior secured term loan agreement (the “Senior Credit Facility”) with GACP Finance Co., LLC (“GACP”) as administrative agent and collateral agent, $6.2 million of notes payable (the “Emmis Promissory Note”) to Emmis Communications Corporation (“Emmis”), from which we were spun off in November 2019, and $27.6 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.Noncompliance with the financial covenants in our debt instruments 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 $10.1 million due under its Senior Credit Facility from March 24, 2022, on which we are filing this Annual Report on Form 10-K, through March 24, 2023. In addition, our Senior Credit Facility, requires us to maintain Minimum Liquidity (as defined in the Senior Credit Facility) of $3.0 million monthly until maturity and Minimum Consolidated Fixed Charge Coverage Ratio (as defined in the Senior Credit Facility) of 1.00:1.00 through and including December 31, 2022, with it increasing to 1.10:1.00 on and after January 1, 2023. The Company expects its revenues and profitability to continue to experience the impact of the lingering COVID-19 pandemic. We remain uncertain of the duration and severity of the future COVID impact on the business and remains unknown as of the date of issuance of these financial statements. Management anticipates that the Company will be able 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 low and high watermark trigger of 60% or 70% of the fair value of the Company’s FCC licenses plus corresponding low or highwater mark trigger based on 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, 2021 is deemed to be an Acceptable Appraisal (as defined in the Senior Credit Facility) by our lender in its sole discretion, we believe will remain in compliance for this calculation. Our lender is not required to accept this appraisal and has the right to obtain a different appraisal, which could result in a different borrowing base calculation amount, if any.We believe based on our projected financial performance, our ability to closely run and monitor our business and our ability to draw on capital, that we will remain in compliance with all covenants throughout the next twelve months.17current 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.2021,2023, SG Broadcasting held approximately 94.7%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.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, 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."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 MediaCoMediaCoour Class A common stock. There can be no assurance that we will be able to comply with Nasdaq's continued listing requirements.•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 MediaCo,•any action asserting a claim arising pursuant to any provision of the Indiana Business Corporation Law (the "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.18(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. 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.21up 41.2%down 3.3% for the year ended December 31, 2021, but down 31.3%2023, and up 1.6% for the year ended December 31, 2020,2022, as compared to the same periods of the prior year. During these periods, revenues for our New York cluster were up 62.2%down 18.3% and down 42.1%8.5%, respectively. The increases in the year ended December 31, 2021, as compared to the prior yeardecreases for our New York cluster were largely driven by revenues generated bylower healthcare spend, which our largest outdoor concert, Summer Jam, which was heldstations benefited from more than those serving the general population in August 2021, but was cancelled in 2020the prior year due to the pandemic, which led to reduced revenuestargeted nature of the awareness campaigns and lower casino/gambling spend as the regulatory environment in New York as made it less attractive in the year ended December 31, 2020.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 Companyactively 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 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. While not a material amount, some of our advertisers experienced a material decline in their businesses and were not able to pay amounts owed to us when they came due. Throughout 2021, with the increased availability of vaccines, the U.S. experienced an easing of restrictions on travel as well as social gatherings and business activities. However, the broad economic impact of the COVID-19 pandemic remains across multiple sectors, specifically disrupting logistics and global supply chains. If the spread of COVID-19 reaccelerates, or if supply chain disruptions persist, causing certain advertising categories (e.g., automotive dealers) to advertise less, 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.2021,2023, we have recorded approximately $63.3 million for FCC licenses, which represents approximately 43%66% of our total assets. We would not be able to operate our 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, each of our FCC licenses has been renewed at the end of its respective period, and we expect that each FCC license will continue to be renewed in the future. We consider our FCC licenses to be indefinite-lived intangible.2021,2023, and 2020,2022, 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.value22October 1, 2023 October 1, 2023 October 1, 2022 Discount Rate 12.7% 12.7% Long-term Revenue Growth Rate 0.5% 0.6% Mature Market Share 10.8% 9.8% Operating Profit Margin 22.9-29.0% 23.5-29.0% Valuation of GoodwillThe Company has recorded $13.1 million of goodwill on the consolidated balance sheet as of December 31, 2021, of which all is part of the Outdoor Advertising segment. 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. We perform this assessment annually as of October 1.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.20212023 compared to year ended December 31, 2020Year ended December 31, Change (Dollars in thousands) 2023 2022 $ % Net revenues $ 32,391 $ 38,595 $ (6,204) (16.1) % increaseddecreased due to overalla substantial declines in healthcare spend as COVID-19 vaccination awareness campaigns slowed as well as online gambling, automotive and wireless advertising revenues rebounding from the COVID-19 pandemic. In addition, various statespend. These decreases were partially offset by stronger ticket sales and local departmentsbroadcast sponsorships of health increased their advertising to drive education and awareness surrounding vaccination efforts. Our stations benefited more than stations serving the general population due to the targeted nature of the awareness campaigns. Also, during the current year, we held our annual outdoor concert, Summer Jam which was cancelled inconcert, as well as stronger tourism and live event advertising spend as the prior year duerestrictions on travel, social gatherings, and business activities have continued to the COVID-19 pandemic.increased 41.2%decreased 3.3% for the year ended December 31, 2021,2023, as compared to the prior year. Our gross revenues reported to Miller Kaplan were up 62.2%down 18.3% for the year ended December 31, 2021,2023, as compared to the prior year.Outdoor advertising revenues increased due to overall advertising revenues rebounding from the COVID-19 pandemic. Revenues in our outdoor advertising business have been less volatile than our radio business due to greater geographic diversification and longer duration advertising contracts with customers.23Year ended December 31, Change (Dollars in thousands) 2023 2022 $ % Operating expenses excluding depreciation and amortization expenses: $ 32,633 $ 32,847 $ (214) (0.7) % increaseddecreased during the year ended December 31, 2021 due to expenses associated with holding2023 as lower Summer Jam production costs, ratings costs, and music license fees were partially offset by $1.1 millionhigher noncash lease expense related to the new office lease that commenced in February 2023 and professional service fees, which were mainly incurred during the first quarter.Year ended December 31, Change (Dollars in thousands) 2023 2022 $ % Corporate expenses $ 5,451 $ 6,463 $ (1,012) (15.7) % 2021.Outdoor advertising operating expenses excluding depreciation and amortization are largely fixed in nature; however, we recorded approximately $0.6 million of employee retention credits2023 was primarily due lower stock based compensation expense driven by higher stock based bonuses awarded in the year ended December 31, 2021, which reduced operating expenses when compared to the prior year.Corporate expenses:The increase in corporate expenses was related to personnel hires as the management agreement with Emmis ended in November 2021, as well as noncash compensation expense associated with restricted stock awards. These increases wereyear, partially offset by $0.2 million of employee retention credits in the current year.Year ended December 31, Change (Dollars in thousands) 2023 2022 $ % Depreciation and amortization $ 568 $ 666 $ (98) (14.7) % year.Outdoor advertising depreciationyear, partially offset by intangible software costs related to our updated websites and amortization increased due to revisions to the preliminary purchase price allocation recorded during 2020 and associated adjustments to depreciation and amortization, coupled with depreciation expense associated with two small asset acquisitions that closedmobile applications placed in service in the secondthird quarter of the current year.(Gain) loss2022.Year ended December 31, Change (Dollars in thousands) 2023 2022 $ % Loss on disposal of assets $ 526 $ 5 $ 521 10,420.0 % The gainsaledisposal of asset forassets increased compared to the prior year ended December 31, 2021 principally relatesprimarily due to the disposal of certain outdoor advertising assets. Loss on disposal ofintangible assets related to our websites and a generator at our prior location upon the move to our new location for the year ended December 31, 2020, relates to the disposal of various billboard structuresour radio operations and corporate offices in the ordinary course of business.income (loss): income:Year ended December 31, Change (Dollars in thousands) 2023 2022 $ % Operating (loss) income $ (6,787) $ (1,386) $ (5,401) 389.7 % “Operating“Operating expenses excluding depreciation and amortization,” “Corporate expenses,” “Depreciation and amortization,” and “Loss on disposal of assets”“Corporate expenses” above. above.24Year ended December 31, Year ended December 31, Change (Dollars in thousands) 2023 2022 $ % Interest expense $ (426) $ $ (6,980) $ $ 6,554 (93.9) (93.9) % increaseddecreased due to (i) the additional funding frompay 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 during 2021, which tookpromissory notes into the formCompany’s Class A common stock, and the partial conversions in August and December 2022 of additional loans, (ii)$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 Promissory Note and SG Broadcasting Promissory Notesconvertible promissory note being paid in kind in the fourth quarter of 2020,2022, which increased the principal balance for the current year.Year ended December 31, Change (Dollars in thousands) 2023 2022 $ % Other income $ 100 $ 125 $ (25) (20.0) % (iii) an additional 1% paidvarious other expenses.Year ended December 31, Change (Dollars in thousands) 2023 2022 $ % Loss on debt extinguishment $ — $ (1,218) $ 1,218 (100.0) % kind interest rate applicable beginning May 19, 2021 as a resultthe prior year related to the pay down in December 2022 of Amendment No. 4 to the senior credit facility.Year ended December 31, Year ended December 31, Change (Dollars in thousands) 2023 2022 $ % Provision for income taxes $ 308 $ $ 336 $ $ (28) (8.3) (8.3) % As a result of a sharp deterioration of business activity relatedYear ended December 31, Change (Dollars in thousands) 2023 2022 $ % Consolidated net (loss) income $ (7,631) $ 30,914 $ (38,545) (124.7) % COVID-19 pandemic during 2020,gain on sale of Fairway in the Company concluded that it was more likely than not that it would be unable to realize its deferred tax assetsprior year and recorded a valuation allowance against these assets.Consolidated net loss: above.cash available through borrowings under the SG Broadcasting Promissory Note, and our At Market Issuance Sales Agreement, under which we had $12.2 million of availability as of March 16, 2022.Agreement. Our primary uses of capital have been, and are expected to continue to be, capital expenditures, working capital, and acquisitions.acquisitions.20212023, 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 $7.1 million due under its 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. As a result, there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued.$7.7$2.2 million. At December 31, 2020,2022, we had cash, and cash equivalents and restricted cash of $4.2$15.3 million and net working capital of $4.4$13.3 million. The increasedecrease in net working capital is duewas driven by payment of income taxes related to an increase in cashthe gain on sale of Fairway and lower accounts receivable resulting from improved business operations, partially offset by an increaseas sales declined in accrued interest due to the timing of payments.During 2021, MediaCo benefitted from The Consolidated Appropriations Act, passed in December 2020, which expanded the employee retention credit program. The credits cover 70% of qualified wages, plus the cost to continue providing health benefits to our employees, subject to a $7 thousand cap per employee per quarter. Due to revenue declines, we qualified for approximately $1.9 million of employee retention credits during 2021, of which $1.1 million was received in cash and $0.8 million of employment tax withholdings were retained.At December 31, 2021, we had $68.3 million of borrowings outstanding under the Senior Credit Facility, of which $2.8 million is current. The borrowing rate under our Senior Credit Facility was 9.5% at December 31, 2021. Additionally, at December 31, 2021, we had $6.2 million and $27.6 million of promissory notes outstanding to Emmis and SG Broadcasting, respectively, all of which is classified as long-term.The debt service requirements of MediaCo over the next twelve-month period are expected to be $9.3 million related to our Senior Credit Facility ($2.8 million of principal repayments and $6.5 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, 2021 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. However, our Senior Credit Facility substantially limits our ability to make acquisitions.provided byused in continuing operating activities was $2.95.6 million for the year ended December 31, 20212023 compared to cash used inprovided by continuing operating activities of $9.6$2.3 million for the year ended December 31, 2020.2022. The increasedecrease was mainly attributable to an increasepayments of income taxes, lower collections of accounts receivable compared to the prior year, and lower accounts payable in operating income as we recover from the COVID-19 pandemic.of $1.3 million and $0.4 million for the years ended December 31, 2021, and 2020, respectively, was attributable to capital expenditures.25Financing ActivitiesCash provided by financing activities of $0.3$1.7 million for the year ended December 31, 2021,2023, primarily attributable to capital expenditures related to a new digital platform project and the build out of our new space for radio operations and corporate offices. Cash provided by investing activities of $77.6 million for the year ended December 31, 2022 was dueprimarily attributable to debt proceeds of $4.0 million andthe proceeds from the issuancesale of Fairway, partially offset by capital expenditures.$0.3 million, partially offset by debt payments and debt related costs of $3.4$0.8 million and settlement of tax withholding obligations of $0.7$0.4 million.provided byused in continuing financing activities of $12.1was $70.1 million for the year ended December 31, 2020,2022, primarily consistedattributable to the pay down of proceeds ofoutstanding long-term debt of $12.2$68.6 million netand settlement of debt payments.results, particularly since our Senior Credit Facility is comprised entirely of variable-rate debt.1211 to the consolidated 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 financial statements, nor does the Company have any interests in or relationships with any “special-purpose entities” that are not reflected in the consolidated financial statements or disclosed in the Notes to consolidated financial statements.26Subsidiariessubsidiaries (the Company) as of December 31, 20212023 and 2020,2022, the related consolidated statements of operations, changes in retained deficit,earnings (deficit), and cash flows for each of the two years in the period ended December 31, 2021,2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 20212023 and 2020,2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2021,2023, in conformity with U.S. generally accepted accounting principles.Company’sCompany's internal control over financial reporting. Accordingly, we express no such opinion.March 24, 202227Year ended December 31, Year ended December 31, (in thousands, except per share amounts) 2023 2022 OPERATING EXPENSES: Loss on disposal of assets OPERATING LOSS OTHER INCOME (EXPENSE): OTHER INCOME (EXPENSE): Interest expense, net Other income LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 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 NET (LOSS) INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS 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 28(in thousands, except share data) DECEMBER 31,
2023DECEMBER 31,
2022CURRENT ASSETS: CURRENT ASSETS: Cash and cash equivalents Cash and cash equivalents Restricted cash Accounts receivable, net of allowance for doubtful accounts of $353 and $122, respectively Current assets of discontinued operations PROPERTY AND EQUIPMENT: Leasehold improvements Leasehold improvements Office equipment, computer equipment, software and automobiles Office equipment, computer equipment, software and automobiles 6,385 INTANGIBLE ASSETS: Other intangibles Other intangibles OTHER ASSETS: Total assets Total assets 29(in thousands, except share data) DECEMBER 31,
2023DECEMBER 31,
2022CURRENT LIABILITIES: CURRENT LIABILITIES: Accounts payable and accrued expenses Accounts payable and accrued expenses Income taxes payable Current liabilities of discontinued operations DEFERRED INCOME TAXES DEFERRED INCOME TAXES 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 Total equity Total liabilities and equity 30DEFICIT2021,2023, AND 20202022Class A Common Stock (in thousands, except share data) (in thousands, except share data) Shares Amount Shares Amount APIC Retained Earnings (Deficit) Total BALANCE, DECEMBER 31, 2021 Net income Issuance of class A to employees, officers and directors Issuance of class A to employees, officers and directors Issuance of class A to employees, officers and directors Conversion of convertible promissory notes Conversion of preferred shares Repurchase of class A common shares Preferred stock dividends BALANCE, DECEMBER 31, 2022 Issuance of class A to employees, officers and directors Issuance of class A to employees, officers and directors Repurchase of class A common shares Repurchase of class A common shares Repurchase of class A common shares BALANCE, DECEMBER 31, 2023 31Year ended December 31, Year ended December 31, (in thousands) 2023 2022 Consolidated net (loss) income Consolidated net (loss) income Consolidated net (loss) income Less: Loss (income) from discontinued operations, net of tax Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities from continuing operations: Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities from continuing operations: Noncash loss on debt extinguishment Provision for deferred income taxes Provision for deferred income taxes Loss on sale of property and equipment Other noncash items Changes in assets and liabilities: Income taxes Net cash (used in) provided by continuing operating activities Net cash provided by (used in) discontinued operating activities Net cash (used in) provided by operating activities INVESTING ACTIVITIES: Purchases of internally-created software Proceeds from sale of discontinued operations Proceeds from sale of discontinued operations Proceeds from sale of discontinued operations Net cash (used in) provided by continuing investing activities Net cash used in discontinued investing activities Net cash (used in) provided by investing activities FINANCING ACTIVITIES: Repurchases of class A common stock Repurchases of class A common stock Repurchases of class A common stock Settlement of tax withholding obligations Settlement of tax withholding obligations Net cash used in continuing financing activities Net cash used in discontinued financing activities Net cash used in financing activities (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH CASH, CASH EQUIVALENTS AND RESTRICTED CASH: CASH, CASH EQUIVALENTS AND RESTRICTED CASH: SUPPLEMENTAL DISCLOSURES: SUPPLEMENTAL DISCLOSURES: Cash paid for: Income taxes - Federal Income taxes - State 32outdoor and digital advertising.2two radio stations, WQHT-FMWQHT(FM) and WBLS-FMWBLS(FM) (the “Stations”), which serve the New York City demographic market area that primarily targets Black, Hispanic, and multi-cultural consumers, as well as approximately 3,500 outdoor advertising displays in the Southeast (Georgia, Alabama, South Carolina and Florida) and the Mid-Atlantic (Kentucky, West Virginia and Ohio) regions of the United States.consumers. We derive our revenues primarily from radio outdoor, and digital advertising sales, but we also generate revenues from events, including sponsorships and ticket sales, licensing, and syndication. 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.2021,2023, and 2020,2022, was as follows: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 3315 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 years ended December 31, 2021,2023, and 2020,2022, was $2.7$0.3 million and $2.8$0.6 million, respectively. and Goodwill and GoodwillGoodwill consists of the excess of the purchase price over the fair value of tangible and identifiable intangible net assets acquired. 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 years ended December 31, 2021,2023, and 2020. 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.$0.2$0.5 million and $0.4$0.6 million for the years ended December 31, 2021,2023, and 2020,2022, respectively.Asset Retirement ObligationsWe 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.$1.0 million and $0.9$0.8 million for the years ended December 31, 2021,2023, and 2020, respectively.2022. Barter expenses were $1.0 million and $0.9$0.8 million for the years ended December 31, 2021,2023, and 2020, respectively.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.34lossincome (loss) per share attributable to Class A and Class B common shareholders: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.Year Ended December 31, Year Ended December 31, (in thousands) 2023 2022 if applicable, the Company depreciates or amortizes over the remaining estimated useful life of the asset.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 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. While not a material amount, some of our advertisers experienced a material decline in their businesses and were not able to pay amounts owed to us when they came due. Throughout 2021, with the increased availability of vaccines, the U.S. experienced an easing of restrictions on travel as well as social gatherings and business activities. However, the broad economic impact of the COVID-19 pandemic remains across multiple sectors, specifically disrupting logistics and global supply chains. If the spread of COVID-19 reaccelerates, or if supply chain disruptions persist, causing certain advertising categories (e.g., automotive dealers) to advertise less, 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.35DueThe 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 consolidated financial statements in future reporting periods.Not Yet ImplementedThisWe 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.statements.Year ended December 31, 2023 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 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 20212023 and December 31, 2020, 02022, no shares of Class C common stock were issued or outstanding.yearyears ended December 31, 2021, Class A2023 and 2022, no stock totaling $0.3 million was sold under thethis agreement.3.6)7), or if 0no senior debt is outstanding, 6%, plus additional increases of 1% on December 12, 2020 and each anniversary thereof. On December 13, 2021,2023 and 2020,2022, dividends of $2.7$2.4 million and $2.1$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 080,000 additional shares, respectively, were issued as part of this payment.36Table Of Contentsthese payments.20212020 and 20202021 Equity Compensation Plans.and RSUsawards based on the closing price of our stock on the date of grant. We generally recognize compensation expense related to restricted stock and RSUsawards 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, 2021,2023, and restricted stock activity during the year ended December 31, 20212023 (“Price” reflects the weighted average share price at the date of grant):Awards Awards Price 2021,2023 and 2020. The Company recognized tax benefits of $0.2 million2022. Tax expense related to stock-basedstock compensation for the year ended December 31, 2021. NaN tax benefits were recognized2023 was $0.2 million and was not material for the year ended December 31, 2020.2022.Year Ended December 31, Year Ended December 31, 2023 2023 2022 Loss from discontinued operations before income taxes 2021,2023, there was $1.7$0.7 million of unrecognized compensation cost related to nonvested stock-based compensation arrangements. The cost is expected to be recognized over a weighted average period of approximately 1.71.2 years.5.display advertising on outdoor structures, (iii) non-traditional revenues including event-related revenues and event sponsorship revenues, and (iv)(iii) digital advertising. Payments received from advertisers before the performance obligation is satisfied are recorded as deferred revenue. Substantially all deferred revenue is recognized within twelve months of the payment date. We do not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. Advertising revenues presented in the condensed consolidated financial statements are reflected on a net basis, after the deduction of advertising agency fees, usually at a rate of 15% of gross revenues.Outdoor AdvertisingOur outdoor advertising business has approximately 3,500 faces consistingbulletins, postersdigital 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 billboards. Bulletinsplatforms. Digital revenues are generally large, illuminatedrecognized as the digital advertising structures that are located on major highways and target vehicular traffic. Postersis delivered.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. 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 basisratably over the term of the respective lease.37DigitalDigital revenue relates to revenue generated from the sale of digital marketing services (including display advertisements and video sponsorships, but excluding digital billboard advertisements) 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.productionother 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.)Year Ended December 31, Year Ended December 31, 2023 2023 2022 Spot Radio Advertising Spot Radio Advertising Spot Radio Advertising $ 18,650 57.6 % $ 25,790 66.8 % Digital 3,677 11.4 11.4 % 4,713 12.2 12.2 % 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 1,871 5.7 5.7 % 2,821 7.3 7.3 % (1)A substantial portion of this revenue is from lessor revenue derived from operating leases accounted for under ASC 842, “Leases.”6.followingnote payable to Emmis of $6.5 million and $6.0 million at December 31, 2021,2023 and December 31, 2020:Senior secured term loan agreementThe Company has a five-year senior secured term loan agreement (the “Senior Credit Facility”) with GACP Finance Co., LLC, (“GACP”) a Delaware limited liability company,2022, respectively, and was classified as administrative agent and collateral agent. 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 and a 1.0% incremental interest rate paid in kind under certain circumstances (as discussed below). The Senior Credit Facility matures on November, 25, 2024. Prior to subsequent amendments discussed below, the Senior Credit Facility required 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 were due on the last day of each calendar quarter. At its inception, the Senior Credit Facility included covenants pertaining to, among other things, the ability to incur indebtedness, restrictions on the payment of dividends, minimum liquidity requirements, collateral maintenance, minimum Consolidated Fixed Charge Coverage Ratio of 1.10:1.00, and other customary restrictions.38As of December 31, 2021, several amendments had been entered into by the Company and GACP to modify, among other things, certain provisions relating to the repayment of the Term Loan (as defined in the Senior Credit Facility). On May 19, 2021, the Company entered into Amendment No. 4 to its Senior Credit Facility. Under the terms of Amendment No. 4:•SG Broadcasting agreed to contribute up to $7.0 million to the Company in the form of subordinated debt, with $3.0 million contributed at closing, $1.0 million contributed on June 1, 2021, and up to an additional $3.0 million to be contributed through June 30, 2022, if necessary, to satisfy certain conditions described in Amendment No. 4;•the Company made a principal payment of $3.0 million to reduce borrowings outstanding under the Senior Credit Facility;•0 quarterly scheduled principal payments are required through and including the quarter ending March 31, 2022;•the Minimum Consolidated Fixed Charge Coverage Ratio (as defined in the Senior Credit Facility) was reduced to 1.00:1.00 from April 1, 2020 through and including December 31, 2022, with it increasing to 1.10:1.00 on and after January 1, 2023;•for purposes of calculating compliance with the Minimum Consolidated Fixed Charge Coverage Ratio, Consolidated EBITDA (as defined in the Senior Credit Facility) includes certain amounts contributed by SG Broadcasting in the form of subordinated debt or equity, including those described above;•for purposes of calculating the Company’s borrowing base under the Senior Credit Facility, the multiple applied to Billboard Cash Flow (as defined in the Senior Credit Facility) increased from 3.5 to 5.0 and the advance rate applied to the radio stations’ FCC licenses increased from 60% to 70%;•at any time the multiple applied to Billboard Cash Flow exceeds 3.5 or the advance rate applied to the radio stations’ FCC licenses exceeds 60%, an incremental annual interest rate of 1.0% applies and is paid-in-kind monthly;•certain specified events of default were waived; and•an amendment fee of $0.4 million was paid in cash.As a result of the $3.0 million payment made under the amendment, the Company recorded a loss on debt extinguishment of $81 thousand during the year ended December 31, 2021.For the period May 19, 2021 through December 31, 2021, the multiple applied to billboard cash flow was in excess of 3.5x and the advance rate applied to the Company's FCC Licenses exceeded 60% in order for the Company to achieve minimal compliance with its loan to value covenant. Therefore, the incremental annual interest rate of 1.0% applied during this period and additional interest payments of $0.4 million were paid in kind during the year ended December 31, 2021, all of which was added to the principal balance outstanding. $0.1 million of incremental interest was accruedcurrent at December 31, 2021 and was paid-in-kind after January 1, 2022.As of December 31, 2021, there is $68.3 million outstanding under2023 as the Senior Credit Facility, which is carried net of a total unamortized discount of $1.8 million.0no 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, theThe Company has been accruing interest since inception using the rate applicable if the interest will be paid-in-kind.paid in kind. The Emmis Convertible Promissory Note is convertible, in whole or in part, into MediaCo Class A common stock at the option of Emmis and at a strike price equal to the thirty-day volume weighted average price of the MediaCo Class A common stock on the date of conversion. The Emmis Convertible Promissory Note matures on November 25, 2024.2021,2023, interest of $0.6$0.5 million was paid-in-kind and added to the principal balance outstanding which was $6.2$6.5 million at December 31, 2021.Second Amended2023.Restated cash equivalents on hand and projected cash flows from operations. See Note 1 for additional information.Note, AdditionalNotesMay 2021$1.9 million, respectively, for 12.9 million shares of the Company’s Class A common stock. The SG Broadcasting Promissory NoteThe Second Amended and Restated SG Broadcasting Promissory Note carries interestNotes were terminated at a base rate equal to the interest on any senior credit facility, including any applicable paid-in-kind rate, or if 0 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 Second Amended and Restated SG Broadcasting Promissory Note maturesthat time, except for one such promissory note issued on May 25, 2025. Additionally, interest under the Second Amended 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.The Additional SG Broadcasting Promissory Note carries interest at a base rate equal to the interest on any senior credit facility, including any applicable paid-in-kind rate, or if 0 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 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. For the year ended December 31, 2021, annual interest of $2.2 million was paid-in-kind and added to the principal balance outstanding.39On May 19, 2021 the Company issued to SG Broadcasting a subordinated convertible promissory note (the “May 2021 SG Broadcasting Promissory Note”), in return for which SG Broadcasting contributed $3.0 million to the Company to make the prepaymentexpired on June 30, 2023, with no amounts outstanding thereunder as of Senior Credit Facility debt required under Amendment No. 4. Up to $7.0 million may be borrowed pursuant to the May 2021 SG Broadcasting Promissory Note. The May 2021 SG Broadcasting Promissory Note carries interest at a base rate equal to the interest on any senior credit facility, including any applicable paid-in-kind rate,its expiration or if 0 senior credit facility is outstanding, of 6.0%, and an additional increase of 1.0% on November 25, 2021 and additional annual increases of 1.0% following each successive anniversary thereafter. The May 2021 SG Broadcasting Promissory Note matures on May 25, 2025 and interest is payable in-kind through maturity. Subject to prior shareholder approval of the issuance of the shares, the May 2021 SG Broadcasting Promissory Note 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.On June 1, 2021, SG Broadcasting contributed $1.0 million to the Company under the May 2021 SG Broadcasting Promissory Note as required by Amendment No. 4 to the Senior Credit Facility.As of December 31, 2021, there was a total of $27.6 million outstanding under the Second Amended and Restated SG Broadcasting Promissory Note, the Additional SG Broadcasting Promissory Note and the May 2021 SG Broadcasting Promissory Note.In March 2022, the Company extended the ability to draw the remaining $3.0 million on the May 2021 SG Broadcasting Promissory Note to June 30, 2023 and intends to draw the amount necessary to remain in compliance with our debt covenants under the Senior Credit Facility throughout the term of the note.Based on amounts outstanding at December 31, 2021, mandatory principal payments of long-term debt for the next five years and thereafter are summarized below:7.0no financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 20212023 or 2020.Intangible—Intangible Assets, and Goodwill, and are adjusted to fair value only when the carrying values are more than the fair valuesvalues. 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 for more discussion).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: As•Cash and cash equivalents: The carrying amount of these assets approximates fair value because of December 31, 2021, the fair value and carrying value, excluding original issue discount, of the Company’s Senior Credit Facility debt was $68.3 million. This debt 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.40•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. ACQUISITIONOn May 25, 2021, the short maturity of these instruments.purchased 24 outdoor advertising structures consistingbelieves the current carrying value of 41 faces from DS Outdoor LLC dba Hotspots Outdoor for $0.4 million. The structures are located in Alabama.On June 25, 2021, the Company purchased 8 outdoor advertising structures consisting of 26 faces from Carpenter Outdoor, LLC for $0.4 million. The structures are located in Georgia.Both acquisitions are accounted for as asset purchases and our accounting for these transactions was finalized in 2021. The assets associated with both acquisitions are assigned to our Outdoor Advertising segment. In connection with the two asset acquisitions, the Company recorded $0.9 million of property, plant and equipment, $0.3 million of operating lease right-of-use assets and corresponding operating lease liabilities and $0.1 million of additional asset retirement obligations.sites upon which advertising structures are built,and tower space, equipment and automobiles expiring at various dates through October 2049.2039. Some leases have options to extend and some have options to terminate. Operating leases are included in operating lease right-of-use assets, current operating lease liabilities, and noncurrent operating lease liabilities in our consolidated balance sheets. Our outdoor advertising segment treats evergreen leases as though they will be automatically renewed at the endVariableNone of our leases contain variable lease expense for the years ended December 31, 2021, and 2020, was $0.2 million.yearsyear ended December 31, 2021,2023 was $0.1 million and 2020, was not material.Year Ended December 31, Year Ended December 31, 2023 2023 2022 Operating lease cost Operating lease cost $ 3,468 $ 2,550 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) 14.0 7.0 Weighted average discount rate - operating leases 11.4 % 5.9 % 2021,2023, the annual minimum lease payments of our operating lease liabilities were as follows:2024 2024 2027 2028 After 2028 41Our 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, 2021, is as follows: AND GOODWILL20212023 and 2020,2022, intangible assets, net consisted of the following:December 31, 2023 December 31, 2023 December 31, 2022 FCC Licenses FCC Licenses Definite-lived intangible assets: Definite-lived intangible assets: Software Software Software Total Total 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.2021,2023, and 2020,2022, the Company did not record any impairment losses.42October 1, 2023 October 1, 2023 October 1, 2022 Discount Rate 12.7% 12.7% Long-term Revenue Growth Rate 0.5% 0.6% Mature Market Share 10.8% 9.8% Operating Profit Margin 22.9-29.0% 23.5-29.0% 20212023 and December 31 2020,2022, the carrying amount of the Company’s FCC licenses was $63.3 million.Valuation of Trade NameAs 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 was $0.7 million. We assess the trade name annually for impairment on October 1 of each year along with our other indefinite-lived intangibles.Valuation of GoodwillAs a result of the Fairway Acquisition during 2019, the Company recorded $13.1 million of goodwill which accounts for all goodwill on the consolidated balance sheet as of December 31, 2021 and is part of the Outdoor Advertising segment. 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. We perform this assessment annually as of October 1.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.20212023 and gross carrying amount and accumulated amortization for each major class of definite-lived intangible assets at December 31, 20212023 and 2020:2022:December 31, 2023 December 31, 2022 Weighted Average Remaining Useful Life
(in years)Gross
Carrying
AmountAccumulated
AmortizationNet
Carrying
AmountGross
Carrying
AmountAccumulated
AmortizationNet
Carrying
AmountSoftware 4.3 $ 1,583 $ 256 $ 1,327 $ 1,495 $ 58 $ 1,437 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 waswere assigned to the customer list.2021,2023, and 2020,2022, was $1.2$0.3 million and $1.3$0.1 million, respectively. The Company estimates amortization expense of $0.9 million for the year ended December 31, 2022 and NaN thereafter.11. ASSET RETIREMENT OBLIGATIONSThe Company’s asset retirement obligation includes the costs associated with the removal of its structures, resurfacingeach 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.43Year ended December 31, Amortization Expense 2024 $ 317 2025 317 2026 317 2027 274 2028 102 After 2028 — Total $ 1,327 12.In addition to the lease payments described in Note 9, the and payouts to former management of Fairway Outdoor, with annual commitments at December 31, 20212023 as follows:Year ended December 31, Total Payments 2027 2028 0no legal proceedings pending against the Company that we believe are likely to have a material adverse effect on the Company.2021,2023, and 2020,2022, consisted of the following:Year Ended December 31, Year Ended December 31, 2023 2023 2022 Federal Federal Federal Federal 2021,2023, and 2020,2022, differs from that computed at the Federal statutory corporate tax rate as follows:Year Ended December 31, Year Ended December 31, 2023 2023 2022 Federal statutory income tax rate 21 % 21 % State tax rate change Valuation allowance Valuation allowance 442021,2023, the Company had no open income tax examinations.2021,2023, and 2020,2022, were as follows: December 31, 2023 December 31, 2022 Intangible assets Intangible assets Property and equipment Deferred tax liabilities Total deferred tax liabilities Total deferred tax liabilities 2021,2023, and 2020,2022, 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.DTAsDTAs that upon reversal would give rise to NOLs that do not expire. With this consideration, the total valuation allowance recorded at December 31, 2021,2023 and 2020,2022, was $21.0$16.6 million and $18.8$14.7 million, respectively, resulting in a net $2.1$2.8 million and $1.7$2.5 million DTL, respectively.Theof $34.8and $19.9 million andof state NOLs of $22.1 million available to offset future taxable income. The federal and certain state NOL carryforwardsNOLs do not expire, and the remainingexpire. Certain state NOL carryforwards begin expiring in the year ending December 2039.2021,2023, the Company has 0estimated value of the Company's net uncertain tax positions.14. SEGMENT INFORMATIONCompany’s operations are aligned into 2 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 and additional acquisitions thereafter. 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.45The accounting policies as described in the summary of significant accounting policies included in Note 1 to these consolidated financial statements, are applied consistently across segments.15. EMPLOYEE RETENTION CREDITSThe Consolidated Appropriations Act, passed in December 2020, expanded the employee retention credit program through December 2021. The credits cover 70% of qualified wages, plus the cost to continue providing health benefits to our employees, subject to a $7 thousand cap per employee per quarter. Due to revenue declines we have experienced, we qualified for approximately $1.9 million of employee retention credits during the yearyears ended December 31, 2021,2023 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) — $1.1 million was received in cashsuch matter is effectively settled with the taxing authority.$0.8 millionpenalties as income tax expense. Related to the uncertain tax positions noted above, the Company accrued $25 thousand of employment tax withholdings were retained. $1.7 million was recorded in Operating expenses excluding depreciationinterest and amortization expense and $0.2 million was recorded in Corporate expenses.16.no penalties during the current year.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 10ten votes per share and the common stock acquired by Emmis and distributed to Emmis’ shareholders is entitled to 1one 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 was for an initial term of two years (cancellable by MediaCo after 18 months) under which Emmis provided various services to us, including accounting, human resources, information technology, legal, public reporting and tax. The Management Agreement was terminated in November 2021 at the expiration of the initial term. We paid 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 years ended December 31, 2021, and 2020, MediaCo recorded $1.1 million and $1.3 million, respectively, of management fee expense which is included in corporate expenses in the accompanying consolidated statements of operations, all of which was paid as of December 31, 2021.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 was recognized in operating expenses excluding depreciation and amortization in the consolidated statements of operations. NaN amount remains unpaid as of December 31, 2021.46As 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.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, bringing the total principal amount outstanding to $20.0 million.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.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 Note, respectively. Consequently, the principal amount outstandingNotes. Emmis Convertible Promissory Note and SG Broadcasting Promissory Note as of December 31, 2020 was $5.5 millionNotes to fully convert the outstanding principal and $21.2 million, respectively.On May 19, 2021,accrued but unpaid interest into the Company issued toCompany’s Class A common stock. The SG Broadcasting Promissory Notes were terminated at that time, except for the May 2021 SG Broadcasting Promissory Note, in return for which SG Broadcasting loaned $3.0 million to the Company to make the prepaymentexpired on June 30, 2023 with no amounts outstanding thereunder as of Senior Credit Facility debt required under Amendment No. 4. Up to $7.0 million may be borrowed pursuant to the May 2021 SG Broadcasting Promissory Note.June 1, 2021, SG Broadcasting loaned $1.0 million to the CompanyAugust 19, 2022, Emmis exercised its right under the May 2021 SG BroadcastingEmmis Convertible Promissory Note as required by Amendment No. 4 to convert $30 thousand of the Senior Credit Facility.September 30, 2021,November 25, 2022, annual interest of $25 thousand on the Second Amended Promissory Note$0.8 million was paid in kind and added to the principal balance outstanding.On November 25, 2021, annual interest of $0.6 million and $2.2 million was paid in kind and added to the principal balances of the Emmis Convertible Promissory Note and the SG Broadcasting Promissory Note, respectively. Consequently, the principal amount outstandingNote.SG Broadcasting Promissory NotesCompany’s Class A common stock.20212022 under the Emmis Convertible Promissory Note was $6.2$6.0 million.$27.6added to the principal balance outstanding which was $6.5 million respectively.$2.5$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, 2022.6. Acquisition, the Company issued to SG Broadcasting 220,000 shares of MediaCo Series A Convertible Preferred Stock.$2.8$2.4 million and $2.1$3.3 million for the years ended December 31, 2021,2023, and 2020.2022. On December 13, 2021,2023 and 2020, $2.72022, $2.4 million and $2.1$3.4 million, respectively, of dividends were paid in kind. These payments in kind increased the accrued value of the preferred stock and 026,031 and 80,000 additional shares, respectively, were issued as part of this payment. As of December 31, 2021,2023, and 2020,2022, 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 AgreementApril 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. During 2021, Emmis received notification that the full amount of the loan was forgiven.47will 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. $0.1 million of income was recognized in the year ended December 31, 20212022 in relation to the Billboard Agreement, none of which was outstanding as of December 31, 2021.2022. Additionally, Fairway incurred $0.2 million of out-of-pocket expenses for the period, $0.1 millionsubstantially all of which has been reimbursed as of December 31, 2021.17.2022. On December 9, 2022, in connection with the sale of the assets held by Fairway, the Billboard Agreement was terminated pursuant to mutual agreement between Fairway and Billboards.In March 2022, a bonus awardExecutiveOperating Officer (“CEO”President and COO”) and Chief Financial Officer (“CFO”).CEOPresident and COO and CFO concluded that as of December 31, 2021,2023, 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.20212023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.(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)(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;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.2021,2023, 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, 2021.On March 18, 2022, the Company and SG Broadcasting agreed to amend the May 2021 SG Broadcasting Promissory Note to extend the Company’s ability to draw the remaining $3.0 million on the May 2021 SG Broadcasting Promissory Note from June 30, 2022 to June 30, 2023.On March 23, 2022, the Board of Directors approved amendments to the Company’s Code of Bylaws to change the Company’s primary business address from One Emmis Plaza, Suite 700, 40 Monument Circle, Indianapolis, Indiana 46204 to 395 Hudson Street, 7th Floor, New York, New York 10014 and to provide that meetings of the Company’s shareholders will be held in New York or such other place as the Board of Directors may determine, including by remote means.492021.2023. Our shareholders have approved these plans.Plan Category (A) (B) (C) Equity Compensation Plans Equity Compensation Plans Approved by Security Holders Approved by Security Holders Not Approved by Security Holders Not Approved by Security Holders 50Incorporated by Reference Exhibit
NumberExhibit Description Filed
HerewithForm Period
EndingExhibit Filing
Date3.1 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 51Incorporated by Reference Exhibit
NumberExhibit Description Filed
HerewithForm Period
EndingExhibit Filing
Date101.INS Inline XBRL Instance Document X 101.SCH Inline XBRL Taxonomy Extension Schema Document X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) X 52
Signatures.Date: April 1, 2024 By: /s/ Kudjo Sogadzi Date: March 24, 2022By:/s/ Rahsan-Rahsan LindsayRahsan-Rahsan Lindsay
(Principal Executive OfficerSIGNATURE TITLE Date: April 1, 2024 /s/ Kudjo Sogadzi Interim President and Chief Operating Officer Kudjo Sogadzi SIGNATURETITLEDate: March 24, 2022/s/ Rahsan-Rahsan LindsayChief Executive Officer and DirectorRahsan-Rahsan LindsayMarch 24, 2022and Treasurer (Principal(Principal Financial Officer andMarch 24, 2022March 24, 2022March 24, 2022Date: April 1, 2024 /s/ Robert L. Greene Director Robert L. Greene Date: March 24, 2022/s/ Laura LeeDirectorDate: April 1, 2024 Laura LeeDate: March 24, 2022March 24, 2022March 24, 2022Date: April 1, 2024 /s/ Amit Thakrar Director Amit Thakrar 53