Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 03, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-39029 | |
Entity Registrant Name | MEDIACO HOLDING INC. | |
Entity Incorporation, State or Country Code | IN | |
Entity Tax Identification Number | 84-2427771 | |
Entity Address, Address Line One | 395 Hudson Street | |
Entity Address, Address Line Two | Floor 7 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10014 | |
City Area Code | 212 | |
Local Phone Number | 229-9797 | |
Title of 12(b) Security | Class A common stock, $0.01 par value | |
Trading Symbol | MDIA | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001784254 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 20,402,749 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,413,197 | |
Class C Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
NET REVENUES | $ 12,080 | $ 12,531 | $ 19,415 | $ 20,644 |
OPERATING EXPENSES: | ||||
Operating expenses excluding depreciation and amortization expense | 11,046 | 11,324 | 18,283 | 17,947 |
Corporate expenses | 1,002 | 1,339 | 2,886 | 3,826 |
Depreciation and amortization | 148 | 100 | 307 | 215 |
Gain on disposal of assets | 0 | 0 | (39) | 0 |
Total operating expenses | 12,196 | 12,763 | 21,437 | 21,988 |
OPERATING LOSS | (116) | (232) | (2,022) | (1,344) |
OTHER INCOME (EXPENSE): | ||||
Interest expense, net | (116) | (1,929) | (219) | (4,006) |
Other (expense) income | (123) | 0 | 6 | 0 |
Total other income (expense) | (239) | (1,929) | (213) | (4,006) |
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | (355) | (2,161) | (2,235) | (5,350) |
PROVISION FOR INCOME TAXES | 75 | 76 | 150 | 149 |
NET LOSS FROM CONTINUING OPERATIONS | (430) | (2,237) | (2,385) | (5,499) |
Income (loss) from discontinued operations before income taxes | 9 | (656) | (143) | (1,697) |
Income tax expense from discontinued operations | 0 | (10) | 0 | 0 |
NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS | 9 | (666) | (143) | (1,697) |
CONSOLIDATED NET LOSS | (421) | (2,903) | (2,528) | (7,196) |
PREFERRED STOCK DIVIDENDS | 596 | 780 | 1,186 | 1,618 |
Net loss attributable to common shareholders, basic | (1,017) | (3,683) | (3,714) | (8,814) |
Net loss attributable to common shareholders, diluted | $ (1,017) | $ (3,683) | $ (3,714) | $ (8,814) |
Net loss per share attributable to common shareholders - basic and diluted: | ||||
Continuing operations - basic (in dollars per share) | $ (0.04) | $ (0.39) | $ (0.14) | $ (0.93) |
Continuing operations - diluted (in dollars per share) | (0.04) | (0.39) | (0.14) | (0.93) |
Discontinued operations - basic (in dollars per share) | 0 | (0.08) | (0.01) | (0.22) |
Discontinued operations - diluted (in dollars per share) | 0 | (0.08) | (0.01) | (0.22) |
Net loss per share attributable to common shares, basic (in dollars per share) | (0.04) | (0.47) | (0.15) | (1.15) |
Net loss per share attributable to common shareholders, diluted (in dollars per share) | $ (0.04) | $ (0.47) | $ (0.15) | $ (1.15) |
Weighted average common shares outstanding: | ||||
Basic weighted average number of common shares outstanding (in shares) | 24,947 | 7,808 | 24,927 | 7,687 |
Diluted weighted average number of common shares outstanding (in shares) | 24,947 | 7,808 | 24,927 | 7,687 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 6,890 | $ 10,925 |
Restricted cash | 3,204 | 4,376 |
Accounts receivable, net of allowance for credit losses of $102 and $122, respectively | 8,432 | 8,568 |
Prepaid expenses | 1,435 | 979 |
Other current assets | 589 | 341 |
Current assets of discontinued operations | 38 | 1,066 |
Total current assets | 20,588 | 26,255 |
PROPERTY AND EQUIPMENT, NET | 1,115 | 581 |
INTANGIBLE ASSETS, NET | 64,425 | 64,703 |
OTHER ASSETS: | ||
Operating lease right of use assets | 14,196 | 5,088 |
Deposits and other | 395 | 78 |
Total other assets | 14,591 | 5,166 |
Total assets | 100,719 | 96,705 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 3,152 | 3,880 |
Accrued salaries and commissions | 538 | 875 |
Deferred revenue | 1,563 | 825 |
Operating lease liabilities | 1,081 | 1,816 |
Income taxes payable | 0 | 3,008 |
Other current liabilities | 288 | 35 |
Current liabilities of discontinued operations | 126 | 659 |
Total current liabilities | 6,748 | 11,098 |
LONG TERM DEBT, NET OF CURRENT | 5,950 | 5,950 |
OPERATING LEASE LIABILITIES, NET OF CURRENT | 14,268 | 3,808 |
DEFERRED INCOME TAXES | 2,633 | 2,483 |
OTHER NONCURRENT LIABILITIES | 339 | 51 |
Total liabilities | 29,938 | 23,390 |
COMMITMENTS AND CONTINGENCIES | ||
SERIES A CUMULATIVE CONVERTIBLE PARTICIPATING PREFERRED STOCK, $0.01 PAR VALUE, 10,000,000 SHARES AUTHORIZED; 260,000 SHARES ISSUED AND OUTSTANDING | 27,525 | 26,339 |
EQUITY: | ||
Additional paid-in capital | 59,814 | 59,817 |
Accumulated deficit | (16,816) | (13,102) |
Total equity | 43,256 | 46,976 |
Total liabilities and equity | 100,719 | 96,705 |
Class A Common Stock | ||
EQUITY: | ||
Common stock | $ 204 | $ 207 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 170,000,000 | 170,000,000 |
Common stock, shares outstanding (in shares) | 20,405,357 | 20,443,138 |
Common stock, shares issued (in shares) | 20,405,357 | 20,443,138 |
Class B Common Stock | ||
EQUITY: | ||
Common stock | $ 54 | $ 54 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common stock, shares outstanding (in shares) | 5,413,197 | 5,413,197 |
Common stock, shares issued (in shares) | 5,413,197 | 5,413,197 |
Class C Common Stock | ||
EQUITY: | ||
Common stock | $ 0 | $ 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 30,000,000 | 30,000,000 |
Common stock, shares outstanding (in shares) | 0 | 0 |
Common stock, shares issued (in shares) | 0 | 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Allowance for doubtful accounts | $ 102 | $ 122 |
Series A Cumulative Convertible Participating Preferred Stock | ||
Convertible participating preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Convertible participating preferred stock, authorized (in shares) | 10,000,000 | 10,000,000 |
Convertible participating preferred stock, issued (in shares) | 260,000 | 260,000 |
Convertible participating preferred stock, outstanding (in shares) | 260,000 | 260,000 |
Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 170,000,000 | 170,000,000 |
Common stock, shares issued (in shares) | 20,405,357 | 20,443,138 |
Common stock, shares outstanding (in shares) | 20,405,357 | 20,443,138 |
Class B Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common stock, shares issued (in shares) | 5,413,197 | 5,413,197 |
Common stock, shares outstanding (in shares) | 5,413,197 | 5,413,197 |
Class C Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 30,000,000 | 30,000,000 |
Common stock, shares issued (in shares) | 0 | 0 |
Common stock, shares outstanding (in shares) | 0 | 0 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Total | Class A Common Stock | Class B Common Stock | Common Stock Class A Common Stock | Common Stock Class B Common Stock | APIC | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2021 | 3,056,757 | 5,413,197 | |||||
Beginning balance at Dec. 31, 2021 | $ (16,571) | $ 31 | $ 54 | $ 24,030 | $ (40,686) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (4,293) | (4,293) | |||||
Issuance of class A to employees, officers and directors (in shares) | 100,276 | ||||||
Issuance of class A to employees, officers and directors | 344 | $ 1 | 343 | ||||
Preferred stock dividends | (838) | (838) | |||||
Ending balance (in shares) at Mar. 31, 2022 | 3,157,033 | 5,413,197 | |||||
Ending balance at Mar. 31, 2022 | (21,358) | $ 32 | $ 54 | 24,373 | (45,817) | ||
Beginning balance (in shares) at Dec. 31, 2021 | 3,056,757 | 5,413,197 | |||||
Beginning balance at Dec. 31, 2021 | (16,571) | $ 31 | $ 54 | 24,030 | (40,686) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (7,196) | ||||||
Ending balance (in shares) at Jun. 30, 2022 | 3,130,298 | 5,413,197 | |||||
Ending balance at Jun. 30, 2022 | (24,740) | $ 31 | $ 54 | 24,675 | (49,500) | ||
Beginning balance (in shares) at Mar. 31, 2022 | 3,157,033 | 5,413,197 | |||||
Beginning balance at Mar. 31, 2022 | (21,358) | $ 32 | $ 54 | 24,373 | (45,817) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (2,903) | (2,903) | |||||
Issuance of class A to employees, officers and directors (in shares) | (26,735) | ||||||
Issuance of class A to employees, officers and directors | 301 | $ (1) | 302 | ||||
Preferred stock dividends | (780) | (780) | |||||
Ending balance (in shares) at Jun. 30, 2022 | 3,130,298 | 5,413,197 | |||||
Ending balance at Jun. 30, 2022 | (24,740) | $ 31 | $ 54 | 24,675 | (49,500) | ||
Beginning balance (in shares) at Dec. 31, 2022 | 20,443,138 | 5,413,197 | 20,443,138 | 5,413,197 | |||
Beginning balance at Dec. 31, 2022 | 46,976 | $ 207 | $ 54 | 59,817 | (13,102) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (2,107) | (2,107) | |||||
Issuance of class A to employees, officers and directors (in shares) | 564,548 | ||||||
Issuance of class A to employees, officers and directors | 369 | $ 6 | 363 | ||||
Repurchase of class A common shares (in shares) | (395,813) | ||||||
Repurchase of class A common shares | (571) | $ (6) | (565) | ||||
Preferred stock dividends | (590) | (590) | |||||
Ending balance (in shares) at Mar. 31, 2023 | 20,611,873 | 5,413,197 | |||||
Ending balance at Mar. 31, 2023 | 44,077 | $ 207 | $ 54 | 59,615 | (15,799) | ||
Beginning balance (in shares) at Dec. 31, 2022 | 20,443,138 | 5,413,197 | 20,443,138 | 5,413,197 | |||
Beginning balance at Dec. 31, 2022 | 46,976 | $ 207 | $ 54 | 59,817 | (13,102) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (2,528) | ||||||
Repurchase of class A common shares (in shares) | (451,844) | ||||||
Repurchase of class A common shares | $ (600) | ||||||
Ending balance (in shares) at Jun. 30, 2023 | 20,405,357 | 5,413,197 | 20,405,357 | 5,413,197 | |||
Ending balance at Jun. 30, 2023 | 43,256 | $ 204 | $ 54 | 59,814 | (16,816) | ||
Beginning balance (in shares) at Mar. 31, 2023 | 20,611,873 | 5,413,197 | |||||
Beginning balance at Mar. 31, 2023 | 44,077 | $ 207 | $ 54 | 59,615 | (15,799) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (421) | (421) | |||||
Issuance of class A to employees, officers and directors (in shares) | (150,485) | ||||||
Issuance of class A to employees, officers and directors | 264 | $ (2) | 266 | ||||
Repurchase of class A common shares (in shares) | (56,031) | ||||||
Repurchase of class A common shares | (68) | $ (1) | (67) | ||||
Preferred stock dividends | (596) | (596) | |||||
Ending balance (in shares) at Jun. 30, 2023 | 20,405,357 | 5,413,197 | 20,405,357 | 5,413,197 | |||
Ending balance at Jun. 30, 2023 | $ 43,256 | $ 204 | $ 54 | $ 59,814 | $ (16,816) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Consolidated net loss | $ (2,528) | $ (7,196) |
Less: Loss from discontinued operations, net of tax | 143 | 1,697 |
Adjustments to reconcile net loss to net cash provided by operating activities - | ||
Depreciation and amortization | 307 | 215 |
Amortization of deferred financing costs, including original issue discount | 0 | 324 |
Noncash interest expense | 0 | 664 |
Noncash lease expense | 1,283 | 1,065 |
Allowance for credit losses | (20) | (7) |
Provision for deferred income taxes | 150 | 149 |
Noncash compensation | 979 | 1,789 |
Other noncash items | 429 | 0 |
Changes in assets and liabilities | ||
Accounts receivable | 156 | 3,155 |
Prepaid expenses and other current assets | (703) | (87) |
Other assets | (172) | 0 |
Accounts payable and accrued liabilities | (996) | 994 |
Deferred revenue | 738 | 68 |
Operating lease liabilities | (666) | (1,000) |
Income taxes | (3,021) | 0 |
Other liabilities | 250 | 1,460 |
Net cash (used in) provided by continuing operating activities | (3,671) | 3,290 |
Net cash provided by discontinued operating activities | 390 | 598 |
Net cash (used in) provided by operating activities | (3,281) | 3,888 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (624) | (27) |
Purchases of internally-created software | (296) | (925) |
Net cash used in continuing investing activities | (920) | (952) |
Net cash used in discontinued investing activities | 0 | (343) |
Net cash used in investing activities | (920) | (1,295) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments of long-term debt | 0 | (918) |
Repurchases of class A common stock | (639) | 0 |
Settlement of tax withholding obligations | (329) | (1,172) |
Net cash used in continuing financing activities | (968) | (2,090) |
Net cash used in discontinued financing activities | (38) | (93) |
Net cash used in financing activities | (1,006) | (2,183) |
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (5,207) | 410 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH: | ||
Beginning of period | 15,301 | 6,121 |
End of period | 10,094 | 6,531 |
Less: Cash, cash equivalents and restricted cash of discontinued operations | 0 | 0 |
Cash, cash equivalents and restricted cash of continuing operations at end of period | 10,094 | 6,531 |
SUPPLEMENTAL DISCLOSURES: | ||
Cash paid for interest | 0 | 3,389 |
Cash paid for income taxes | $ 3,021 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization MediaCo Holding Inc. (“MediaCo” or the “Company”) is an owned and operated multi-media company formed in Indiana in 2019, focused on radio and digital advertising, premium programming and events. Our assets consist of two radio stations, WQHT(FM) and WBLS(FM) (the “Stations”), which serve the New York City demographic market area that primarily targets Black, Hispanic, and multi-cultural consumers. We derive our revenues primarily from radio and digital advertising sales, but we also generate revenues from events, including sponsorships and ticket sales, licensing, and syndication. On December 9, 2022, Fairway Outdoor LLC, FMG Kentucky, LLC and FMG Valdosta, LLC (collectively, “Fairway”), all of which were wholly owned direct and indirect subsidiaries of MediaCo, entered into an Asset Purchase Agreement (the “Purchase Agreement”), with The Lamar Company, L.L.C., a Louisiana limited liability company (the “Purchaser”), pursuant to which we sold our Fairway outdoor advertising business to the Purchaser. The transactions contemplated by the Purchase Agreement closed as of the date of the Purchase Agreement. We have classified the related assets and liabilities associated with our Fairway business as discontinued operations in our condensed consolidated balance sheets and the results of our Fairway business have been presented as discontinued operations in our condensed consolidated statements of operations for all periods presented through December 9, 2022 as the sale represented a strategic shift in our business that had a major effect on our operations and financial results. Unless otherwise noted, discussion in the notes to condensed consolidated financial statements refers to the Company’s continuing operations. See Note 2 — Discontinued Operations for additional information. Unless the context otherwise requires, references to “we”, “us” and “our” refer to MediaCo and its subsidiaries. Basis of Presentation and Consolidation Our condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All significant intercompany balances and transactions have been eliminated. In the opinion of management, all adjustments necessary for fair presentation (including normal recurring adjustments) have been included. Cash, Cash Equivalents and Restricted Cash We consider time deposits, money market fund shares and all highly liquid debt investment instruments with original maturities of three months or less to be cash equivalents. At times, such deposits may be in excess of FDIC insurance limits. Restricted cash represents amounts held in escrow related to the disposition of the Fairway business and amounts held as collateral for a letter of credit entered into in connection with the lease in New York City for our radio operations and corporate offices. Fair Value Measurements Fair value is the exchange price to sell an asset or transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The Company uses market data or assumptions market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs may be readily observable, corroborated by market data, or generally unobservable. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. We have no assets or liabilities for which fair value is measured on a recurring basis using Level 3 inputs. The Company has certain assets that are measured at fair value on a non-recurring basis including those described in Note 3, Intangible Assets, and are adjusted to fair value only when the carrying values are more than the fair values. The categorization of the framework used to price the assets is considered a Level 3 measurement due to the subjective nature of the unobservable inputs used to determine the fair value (see Note 3 for more discussion). The Company’s long-term debt is not actively traded and is considered a Level 3 measurement. The Company believes the current carrying value of its long-term debt approximates its fair value. Allowance for Credit Losses An allowance for credit losses is recorded based on management’s judgment of the collectability of trade receivables. When assessing the collectability of receivables, management considers, among other things, customer type (agency versus non-agency), historical loss experience, existing and expected future economic conditions and aging category. Amounts are written off after all normal collection efforts have been exhausted. The activity in the allowance for credit losses for the three-month and six-month periods ended June 30, 2023 and 2022 was as follows: Three Months Ended Six Months Ended 2023 2022 2023 2022 Beginning Balance $ 102 $ 120 $ 122 $ 186 Change in Provision — 52 (20) (7) Write Offs — (52) — (59) Ending Balance $ 102 $ 120 $ 102 $ 120 Estimates The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. The Company has considered information available to it as of the date of issuance of these financial statements and is not aware of any specific events or circumstances that would require an update to its estimates or judgments, or a revision to the carrying value of its assets or liabilities. These estimates may change as new events occur and additional information becomes available. Actual results could differ materially from these estimates. Earnings Per Share Our basic and diluted net loss per share is computed using the two-class method. The two-class method is an earnings allocation that determines net income per share for each class of common stock and participating securities according to their participation rights in dividends and undistributed earnings or losses. Shares of Series A preferred stock include rights to participate in dividends and distributions to common stockholders on an if-converted basis, and accordingly are considered participating securities. During periods of undistributed losses, however, no effect is given to our participating securities since they are not contractually obligated to share in the losses. We have elected to determine the earnings allocation based on income (loss) from continuing operations. For periods with a loss from continuing operations, all potentially dilutive items were anti-dilutive and thus basic and diluted weighted-average shares are the same. The following is a reconciliation of basic and diluted net loss per share attributable to Class A and Class B common shareholders: Three Months Ended Six Months Ended 2023 2022 2023 2022 Numerator: Loss from continuing operations $ (430) $ (2,237) $ (2,385) $ (5,499) Less: Preferred stock dividends (596) (780) (1,186) (1,618) Loss from continuing operations available to common shareholders (1,026) (3,017) (3,571) (7,117) Income (loss) from discontinued operations, net of income taxes 9 (666) (143) (1,697) Net loss attributable to common shareholders $ (1,017) $ (3,683) $ (3,714) $ (8,814) Denominator: Weighted-average shares of common stock outstanding — basic and diluted 24,947 7,808 24,927 7,687 Earnings per share of common stock attributable to common shareholders: Net loss per share attributable to common shareholders - basic and diluted: Continuing operations $ (0.04) $ (0.39) $ (0.14) $ (0.93) Discontinued operations 0.00 (0.08) (0.01) (0.22) Net loss per share attributable to common shareholders - basic and diluted: $ (0.04) $ (0.47) $ (0.15) $ (1.15) On August 20, 2021, MediaCo Holding Inc. entered into an At Market Issuance Sales Agreement with B. Riley Securities, Inc. (“B. Riley”), pursuant to which the Company may offer and sell, from time to time through or to B. Riley, as agent or principal, shares of the Company’s Class A Common Stock, having an aggregate offering price of up to $12.5 million. No shares were sold during the six-month periods ended June 30, 2023 or 2022. For the six month period ended June 30, 2023, we repurchased under a share repurchase plan 451,844 shares of Class A common stock for an aggregate of $0.6 million. Subsequent to June 30, 2023 through August 3, 2023 we repurchased an additional 15,542 shares of Class A common stock under the share repurchase plan for an aggregate of $17 thousand. The following convertible equity shares and restricted stock awards were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive. Three Months Ended Six Months Ended (in thousands) 2023 2022 2023 2022 Convertible Emmis promissory note 5,563 1,352 4,795 1,368 Convertible Standard General promissory notes — 5,156 — 5,225 Series A convertible preferred stock 24,549 5,861 21,162 5,933 Restricted stock awards 248 449 230 529 Total anti-dilutive shares 30,360 12,818 26,187 13,055 Recent Accounting Pronouncements Adopted In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update 2016-13, Financial Instruments – Credit Losses , which introduces new guidance for an approach based on using expected losses to estimate credit losses on certain types of financial instruments. It also modifies the impairment model for available-for-sale debt securities and provides a simplified accounting model for purchased financial assets with credit deterioration since their origination. Instruments in scope include loans, held-to-maturity debt securities and net investments in leases as well as reinsurance and trade receivables. We adopted this standard on January 1, 2023. The adoption of the new standard did not have a significant impact on our condensed consolidated financial statements. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 6 Months Ended |
Jun. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | 2. DISCONTINUED OPERATIONS On December 9, 2022, Fairway entered into the Purchase Agreement with the Purchaser. The transactions contemplated by the Purchase Agreement closed as of the date of the Purchase Agreement. The purchase price was $78.6 million, subject to certain customary adjustments, paid at closing in cash. The sale resulted in a pre-tax gain of $46.9 million in the fourth quarter of 2022. In accordance with ASC 205-20-S99-3, Allocation of Interest to Discontinued Operations , the Company elected to allocate interest expense to discontinued operations where the debt is not directly attributed to the Fairway business. Interest expense was allocated based on a ratio of net assets discontinued to the sum of consolidated net assets plus consolidated debt. In addition, upon closing we entered into a transition service agreement with the Purchaser to support the operations after the divestiture for immaterial fees. This agreement commenced with the close of the transaction and was terminated at the end of the initial term in February 2023. The financial results of Fairway are presented as income from discontinued operations on our condensed consolidated statements of operations through December 9, 2022, when the sale was completed. The following table presents the financial results of Fairway: Three Months Ended Six Months Ended 2023 2022 2023 2022 Net revenues $ — $ 3,621 $ — $ 7,043 OPERATING EXPENSES Operating expenses excluding depreciation and amortization expense (9) 2,592 143 5,301 Depreciation and amortization — 804 — 1,619 Loss on disposal of assets — 27 — 45 Total operating expenses (9) 3,423 143 6,965 Income (loss) from operations of discontinued operations 9 198 (143) 78 Interest and other, net — (854) — (1,775) Income (loss) from discontinued operations, before income taxes 9 (656) (143) (1,697) Income tax expense — (10) — — Income (loss) from discontinued operations, net of income taxes $ 9 $ (666) $ (143) $ (1,697) The following table presents the aggregate carrying amounts of assets and liabilities of discontinued operations for Fairway in the consolidated balance sheets: June 30, 2023 December 31, 2022 Assets: Accounts receivable, net — 1,026 Other 38 40 Total current assets of discontinued operations 38 1,066 Liabilities: Accounts payable and accrued expenses 126 659 Total current liabilities of discontinued operations 126 659 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | 3. INTANGIBLE ASSETS As of June 30, 2023 and December 31, 2022, intangible assets consisted of the following: June 30, 2023 December 31, 2022 Indefinite-lived intangible assets FCC licenses $ 63,266 $ 63,266 Definite-lived intangible assets Software 1,159 1,437 Total $ 64,425 $ 64,703 Valuation of Indefinite-lived Broadcasting Licenses In accordance with ASC Topic 350, Intangibles—Goodwill and Other, the Company’s FCC licenses are considered indefinite-lived intangibles; therefore, they are not subject to amortization, but are tested for impairment at least annually as discussed below. The carrying amounts of the Company’s FCC licenses were $63.3 million as of June 30, 2023 and December 31, 2022. Pursuant to our accounting policy, stations in a geographic market cluster are considered a single unit of accounting. The stations perform an annual impairment test of indefinite-lived intangibles as of October 1 of each year. When indicators of impairment are present, we will perform an interim impairment test. There have been no indicators of impairment since we performed our annual impairment assessment as of October 1, 2022 and therefore there has been no need to perform an interim impairment assessment. Future impairment tests may result in additional impairment charges in subsequent periods. Fair value of our FCC licenses is estimated to be the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To determine the fair value of our FCC licenses, the Company considers both income and market valuation methods when it performs its impairment tests. Under the income method, the Company projects cash flows that would be generated by its unit of accounting assuming the unit of accounting was commencing operations in its market at the beginning of the valuation period. This cash flow stream is discounted to arrive at a value for the FCC license. The Company assumes the competitive situation that exists in its market remains unchanged, with the exception that its unit of accounting commenced operations at the beginning of the valuation period. In doing so, the Company extracts the value of going concern and any other assets acquired, and strictly values the FCC license. Major assumptions involved in this analysis include market revenue, market revenue growth rates, unit of accounting audience share, unit of accounting revenue share and discount rate. Each of these assumptions may change in the future based upon changes in general economic conditions, audience behavior, consummated transactions, and numerous other variables that may be beyond our control. The projections incorporated into our license valuations take into consideration then current economic conditions. Under the market method, the Company uses recent sales of comparable radio stations for which the sales value appeared to be concentrated entirely in the value of the license, to arrive at an indication of fair value. When evaluating our radio broadcasting licenses for impairment, the testing is performed at the unit of accounting level as determined by ASC Topic 350-30-35. In our case, radio stations in a geographic market cluster are considered a single unit of accounting. Definite-lived intangibles The following table presents the weighted-average useful life at June 30, 2023, and the gross carrying amount and accumulated amortization at June 30, 2023 and December 31, 2022, for our definite-lived intangible assets: June 30, 2023 December 31, 2022 Weighted Average Remaining Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Software 4.8 $ 1,327 $ 168 $ 1,159 $ 1,495 $ 58 $ 1,437 The software was developed internally by our radio operations and represents our updated website and mobile application, which offer increased functionality and opportunities to grow and interact with our audience. They cost $1.3 million to develop and useful lives of five years and seven years were assigned to the application and website, respectively. Total amortization expense from definite-lived intangible assets for the three and six months ended June 30, 2023 was $0.1 million. There was no amortization expense from definite-lived intangible assets for the three and six months ended June 30, 2022. The Company estimates amortization expense each of the next five years as follows: Year ending December 31, Amortization Expense 2023 (from July 1) $ 123 2024 247 2025 247 2026 247 2027 204 After 2027 91 Total $ 1,159 |
REVENUE
REVENUE | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | 4. REVENUE The Company generates revenue from the sale of services including, but not limited to: (i) on-air commercial broadcast time, (ii) non-traditional revenues including event-related revenues and event sponsorship revenues, and (iii) digital advertising. Payments received from advertisers before the performance obligation is satisfied are recorded as deferred revenue. Substantially all deferred revenue is recognized within twelve months of the payment date. We do not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. Advertising revenues presented in the condensed consolidated financial statements are reflected on a net basis, after the deduction of advertising agency fees, usually at a rate of 15% of gross revenues. Spot Radio Advertising On-air broadcast revenue is recognized when or as performance obligations under the terms of a contract with a customer are satisfied. This typically occurs over the period of time that advertisements are provided, or as an event occurs. Revenues are reported at the amount the Company expects to be entitled to receive under the contract. Payments received from advertisers before the performance obligation is satisfied are recorded as deferred revenue in the condensed consolidated balance sheets. Substantially all deferred revenue is recognized within twelve months of the payment date. Digital Digital revenue relates to revenue generated from the sale of digital marketing services (including display advertisements and video pre-roll and sponsorships) to advertisers on Company-owned websites and from revenue generated from content distributed across other digital platforms. Digital revenues are generally recognized as the digital advertising is delivered. Syndication Syndication revenue relates to revenue generated from the sale of rights to broadcast shows we produce as well as revenues from syndicated shows we broadcast for a fee. Syndication revenues are generally recognized ratably over the term of the contract. Events and Sponsorships Events and Sponsorships revenues principally consist of ticket sales and sponsorship of events our stations conduct in their local market. These revenues are recognized when our performance obligations are fulfilled, which generally coincides with the occurrence of the related event. Other Other revenue includes barter revenue, network revenue, talent fee revenue and other revenue. The Company provides advertising broadcast time in exchange for certain products and services, including on-air radio programming. These barter arrangements generally allow the Company to preempt such bartered broadcast time in favor of advertisers who purchase time for cash consideration. These barter arrangements are valued based upon the Company’s estimate of the fair value of the products and services received. Revenue is recognized on barter arrangements when we broadcast the advertisements. Advertisements delivered under barter arrangements are typically aired during the same period in which the products and services are consumed. The Company also sells certain remnant advertising inventory to third-parties for cash, and we refer to this as network revenue. The third-parties aggregate our remnant inventory with other broadcasters’ remnant inventory for sale to third parties, generally to large national advertisers. This network revenue is recognized as we broadcast the advertisements. Talent fee revenue are fees earned for appearances by our talent, which is recognized when our performance obligations are fulfilled, which generally coincides with the occurrence of the related appearance. Other revenue is comprised of brand integrations, custom on-air shows, or other amounts earned that do not fit in any other category and are recognized when our performance obligations are fulfilled. Disaggregation of revenue The following table presents the Company’s revenues disaggregated by revenue source: Three Months Ended June 30, Six Months Ended June 30, 2023 % of Total 2022 % of Total 2023 % of Total 2022 % of Total Revenue by Source: Spot Radio Advertising $ 4,912 40.7 % $ 5,987 47.8 % $ 9,681 49.9 % $ 12,164 58.9 % Digital 1,471 12.2 % 1,588 12.7 % 2,445 12.6 % 2,318 11.2 % Syndication 605 5.0 % 419 3.3 % 1,210 6.2 % 832 4.0 % Events and Sponsorships 4,472 37.0 % 3,035 24.2 % 4,628 23.8 % 3,042 14.7 % Other 620 5.1 % 1,502 12.0 % 1,451 7.5 % 2,288 11.2 % Total net revenues $ 12,080 $ 12,531 $ 19,415 $ 20,644 |
LONG-TERM DEBT
LONG-TERM DEBT | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | 5. LONG-TERM DEBT Long-term debt was comprised of the note payable to Emmis of $6.0 million at June 30, 2023 and December 31, 2022. Emmis Convertible Promissory Note The Emmis Convertible Promissory Note (as defined below) carries interest at a base rate equal to the interest on any senior credit facility, including any applicable paid in kind rate, or if no senior credit facility is outstanding, of 6.0%, plus an additional 1.0% on any payment of interest in kind and, without regard to whether the Company pays such interest in kind, an additional increase of 1.0% following the second anniversary of the date of issuance and additional increases of 1.0% following each successive anniversary thereafter. The Company has been accruing interest since inception using the rate applicable if the interest will be paid in kind. The Emmis Convertible Promissory Note is convertible, in whole or in part, into MediaCo Class A common stock at the option of Emmis and at a strike price equal to the thirty-day volume weighted average price of the MediaCo Class A common stock on the date of conversion. The Emmis Convertible Promissory Note matures on November 25, 2024. As of June 30, 2023, the principal balance outstanding under the Emmis Convertible Promissory Note was $6.0 million. Based on amounts outstanding at June 30, 2023, mandatory principal payments of long-term debt are $6.0 million in 2024. Senior Secured Term Loan Agreement Until December 9, 2022, the Company had a five-year senior secured term loan agreement (the “Senior Credit Facility”) with GACP Finance Co., LLC, (“GACP”) a Delaware limited liability company, as administrative agent and collateral agent. On December 9, 2022, following the consummation of the transactions contemplated by the Purchase Agreement, the Company repaid in full, without penalty, all of its obligations under the Senior Credit Facility, which was terminated at that time. SG Broadcasting Promissory Notes On July 28, 2022, SG Broadcasting exercised its right to convert the outstanding principal and accrued but unpaid interest on the SG Broadcasting Promissory Notes (as defined below) of $28.0 million and $1.9 million, respectively, for 12.9 million shares of the Company’s Class A common stock. The SG Broadcasting Promissory Notes were terminated at that time, except for one such promissory note issued on May 19, 2021 (the “May 2021 SG Broadcasting Promissory Note”), which expired on June 30, 2023, with no amounts outstanding thereunder as of December 31, 2022 or June 30, 2023. |
REGULATORY, LEGAL AND OTHER MAT
REGULATORY, LEGAL AND OTHER MATTERS | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
REGULATORY, LEGAL AND OTHER MATTERS | 6. REGULATORY, LEGAL AND OTHER MATTERS From time to time, our stations are parties to various legal proceedings arising in the ordinary course of business. In the opinion of management of the Company, however, there are no legal proceedings pending against the Company that we believe are likely to have a material adverse effect on the Company. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 7. INCOME TAXES The effective tax rate for the six months ended June 30, 2023 and 2022 was 7% and 3%, respectively. Our effective tax rate for the six months ended June 30, 2023 differs from the statutory tax rate primarily due to the recognition of additional valuation allowance. |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
LEASES | 8. LEASES We determine if an arrangement is a lease at inception. We have operating leases for office space and tower space expiring at various dates through August 2039. Some leases have options to extend and some have options to terminate. Operating leases are included in operating lease right-of-use assets, current operating lease liabilities, and noncurrent operating lease liabilities in our condensed consolidated balance sheets. Operating lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate if it is readily determinable. Our lease terms may include options to extend or terminate the lease, which we treat as exercised when it is reasonably certain and there is a significant economic incentive to exercise that option. Operating lease expense for operating lease assets is recognized on a straight-line basis over the lease term. Variable lease payments, which represent lease payments that vary due to changes in facts or circumstances occurring after the commencement date other than the passage of time, are expensed in the period in which the obligation for these payments was incurred. None of our leases contain variable lease payments. We elected not to apply the recognition requirements of ASC 842, “ Leases” , to short-term leases, which are deemed to be leases with a lease term of twelve months or less. Instead, we recognized lease payments in the condensed consolidated statements of operations on a straight-line basis over the lease term and variable payments in the period in which the obligation for these payments was incurred. We elected this policy for all classes of underlying assets. Short-term lease expense recognized in the three and six months ended June 30, 2023 and 2022 was not material. On November 18, 2022, the Company entered into a lease agreement in New York City for our radio operations and corporate offices with a lease commencement date of February 1, 2023 and a noncancellable lease term through August 2039. This resulted in a right of use asset of $10.4 million and an operating lease liability of $10.4 million when recorded at lease commencement. The impact of operating leases to our condensed consolidated financial statements was as follows: Three Months Ended Six Months Ended 2023 2022 2023 2022 Operating lease cost $ 1,107 $ 638 $ 2,059 $ 1,275 Operating cash flows from operating leases 938 746 1,688 1,498 Right-of-use assets obtained in exchange for new operating lease liabilities — — 10,391 — June 30, 2023 December 31, 2022 Weighted average remaining lease term - operating leases (in years) 14.1 7.0 Weighted average discount rate - operating leases 11.4 % 5.9 % As of June 30, 2023, the annual minimum lease payments of our operating lease liabilities were as follows: Year ending December 31, 2023 (from July 1) $ 372 2024 1,833 2025 2,048 2026 2,449 2027 2,479 After 2027 28,915 Total lease payments 38,096 Less imputed interest (22,747) Total recorded lease liabilities $ 15,349 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 9. RELATED PARTY TRANSACTIONS Transaction Agreement with Emmis and SG Broadcasting On June 28, 2019, MediaCo entered into a Contribution and Distribution Agreement with Emmis Communications Corporation (“Emmis”) and SG Broadcasting, pursuant to which (i) Emmis contributed the assets of its radio stations WQHT-FM and WBLS-FM, in exchange for $91.5 million in cash, a $5.0 million note and 23.72% of the common stock of MediaCo, (ii) Standard General purchased 76.28% of the common stock of MediaCo, and (iii) the common stock of MediaCo received by Emmis was distributed pro rata in a taxable dividend to Emmis’ shareholders on January 17, 2020. The common stock of MediaCo acquired by Standard General is entitled to ten votes per share and the common stock acquired by Emmis and distributed to Emmis’ shareholders is entitled to one vote per share. Convertible Promissory Notes As a result of the transaction described above, on November 25, 2019, we issued convertible promissory notes to both Emmis (such note, the “Emmis Convertible Promissory Note”) and SG Broadcasting (such note, the “November 2019 SG Broadcasting Promissory Note”) in the amounts of $5.0 million and $6.3 million, respectively. Through December 31, 2021, there were additional borrowings from SG Broadcasting and annual interest amounts paid in kind on the Emmis Convertible Promissory Note and SG Broadcasting Promissory Notes such that the principal balances outstanding as of December 31, 2021 were $6.2 million and $27.6 million, respectively. In addition to the November 2019 SG Broadcasting Promissory Note, we issued additional promissory notes to evidence our indebtedness to SG Broadcasting (collectively with the November 2019 SG Broadcasting Promissory Note, the “SG Broadcasting Promissory Notes”). On May 19, 2022, annual interest of $0.4 million was paid in kind and added to the principal balance of the SG Broadcasting Promissory Notes. On July 28, 2022, SG Broadcasting exercised its right under the SG Broadcasting Promissory Notes to fully convert the outstanding principal and accrued but unpaid interest into the Company’s Class A common stock. The SG Broadcasting Promissory Notes were terminated at that time, except for the May 2021 SG Broadcasting Promissory Note, which remains outstanding, but with no amounts outstanding thereunder as of December 31, 2022 or June 30, 2023. On August 19, 2022, Emmis exercised its right under the Emmis Convertible Promissory Note to convert $30 thousand of the outstanding principal for 11 thousand shares of the Company’s Class A common stock. On November 25, 2022, annual interest of $0.8 million was paid in kind and added to the principal balance of the Emmis Convertible Promissory Note. On December 21, 2022, Emmis exercised its right under the Emmis Convertible Promissory Note to convert $0.9 million of the outstanding principal and $0.1 million of accrued but unpaid interest for 0.8 million shares of the Company’s Class A common stock. Consequently, the principal amount outstanding as of December 31, 2022 and June 30, 2023 under the Emmis Convertible Promissory Note was $6.0 million. The Company recognized interest expense of $0.3 million and $0.4 million related to the Emmis Convertible Promissory Note for the six months ended June 30, 2023 and 2022, respectively. The Company recognized no interest expense related to the SG Broadcasting Promissory Notes for the six months ended June 30, 2023 and $1.5 million for the six months ended June 30, 2022. The terms of these Emmis Convertible Promissory Note is described in Note 5. Convertible Preferred Stock On December 13, 2019, in connection with the purchase of our Outdoor Advertising segment, the Company issued to SG Broadcasting 220,000 shares of MediaCo Series A Convertible Preferred Stock. MediaCo Series A Preferred Shares rank senior in preference to the MediaCo Class A common stock, MediaCo Class B common stock, and the MediaCo Class C common stock. Pursuant to the Articles of Amendment, the ability of the Company to make distributions with respect to, or make a liquidation payment on, any other class of capital stock in the Company designated to be junior to, or on parity with, the MediaCo Series A Preferred Shares, will be subject to certain restrictions, including that (i) the MediaCo Series A Preferred Shares shall be entitled to receive the amount of dividends per share that would be payable on the number of whole common shares of the Company into which each share of MediaCo Series A Preferred Share could be converted, and (ii) the MediaCo Series A Preferred Shares, upon any liquidation, dissolution or winding up of the Company, shall be entitled to a preference on the assets of the Company. Issued and outstanding shares of MediaCo Series A Preferred Shares shall accrue cumulative dividends, payable in kind, at an annual rate equal to the interest rate on any senior debt of the Company (see Note 5), or if no senior debt is outstanding, 6%, plus additional increases of 1% on December 12, 2020 and each anniversary thereof. On December 13, 2022, dividends of $3.4 million were paid in kind. The payment in kind increased the accrued value of the preferred stock and 80,000 additional shares were issued as part of this payment. MediaCo Series A Preferred Shares are redeemable for cash at the option of SG Broadcasting at any time on or after June 12, 2025, and so the shares are classified outside of permanent equity. The Series A Preferred Shares are also convertible into shares of Class A common stock at the option of SG Broadcasting, with the number of shares of common stock determined by dividing the original contribution, plus accrued dividends, by the 30-day volume weighted average share price of Class A common shares. The Series A Preferred Shares are participating securities and we calculate earnings per share using the two-class method. Dividends on Series A Convertible Preferred Stock held by SG Broadcasting were $1.2 million and $1.6 million, respectively, for the six months ended June 30, 2023 and 2022. As of June 30, 2023 and December 31, 2022, unpaid cumulative dividends were $1.3 million and $0.1 million, respectively, and included in the balance of preferred stock in the accompanying condensed consolidated balance sheets. On December 28, 2022, SG Broadcasting exercised its right to partially convert $4.0 million of the outstanding balance on the MediaCo Series A Preferred Shares for 3.3 million shares of the Company’s Class A common stock. Management Agreement for Billboards LLC On August 11, 2020, the board of directors of the Company unanimously authorized the entry into a certain Management Agreement (the “Billboard Agreement”) between Fairway Outdoor LLC (a subsidiary of the Company, “Fairway”) and Billboards LLC (an affiliate of Standard General, “Billboards”). Under the Billboard Agreement, Fairway will manage the billboard business of Billboards in exchange for payments of $25 thousand per quarter and reimbursement of all out-of-pocket expenses incurred by Fairway in the performance of its duties under the Billboard Agreement. The Billboard Agreement has an effective date of August 1, 2020, a term of three years, and customary provisions on limitation of liability and indemnification. $50 thousand of income was recognized and $105 thousand of out-of-pocket expenses were incurred for the six months ended June 30, 2022 in relation to the Billboard Agreement. On December 9, 2022, in connection with the sale of the assets held by Fairway, the Billboard Agreement was terminated pursuant to mutual agreement between Fairway and Billboards. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 10. SUBSEQUENT EVENTS On July 11, 2023, Bradford A. Tobin, the President, Chief Operating Officer, General Counsel and Secretary of MediaCo, resigned as an officer of the Company, effective on such date. To facilitate the transition of Mr. Tobin’s duties, he remained an employee of the Company, serving in an advisory position, through August 11, 2023. In connection with Mr. Tobin’s resignation, he and the Company entered into a Separation and Release Agreement, dated July 11, 2023 (the “Separation Agreement”), pursuant to which Mr. Tobin received, in lieu of any compensation to which he would have been entitled under his Employment Agreement dated February 9, 2022 (the “Employment Agreement”), a lump sum cash payment equal to (i) $175,000, which is equal to six months of the cash portion of Mr. Tobin’s current base salary, plus (ii) $19,000, as payment of the cost of six months of COBRA benefits. In addition, the vesting of all equity awards held by Mr. Tobin was accelerated to the date of his separation, in accordance with the Employment Agreement. The Separation Agreement is subject to a customary release and customary confidentiality, non-disparagement and other provisions. The Separation Agreement also provided that Mr. Tobin and the Company entered into a consulting agreement covering the period from August 12, 2023 through November 11, 2023, during which Mr. Tobin will be available to provide consulting services to the Company for up to ten hours per week on an as needed basis at an hourly rate. Also on July 11, 2023, the Company announced the appointment of Kudjo Sogadzi, age 40, as the Company’s Chief Operating Officer, effective July 14, 2023. Mr. Sogadzi will join the Company as an at-will employee and shall receive (i) an annual base salary of $200,000, (ii) a grant, made on the Start Date, of Class A common shares of the Company totaling $150,000, with the number of Shares calculated using a 5-day VWAP ending on the date prior to the Start Date, which Shares shall vest annually in three equal tranches on the first three anniversaries of the Start Date, and (iii) the potential to earn a discretionary annual bonus, subject to approval by the Board of Directors and Compensation Committee of the Board, with a target amount of 50% of his annual base salary. There were no other subsequent events other than the stock repurchases discussed in Note 1. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Organization | Organization MediaCo Holding Inc. (“MediaCo” or the “Company”) is an owned and operated multi-media company formed in Indiana in 2019, focused on radio and digital advertising, premium programming and events. Our assets consist of two radio stations, WQHT(FM) and WBLS(FM) (the “Stations”), which serve the New York City demographic market area that primarily targets Black, Hispanic, and multi-cultural consumers. We derive our revenues primarily from radio and digital advertising sales, but we also generate revenues from events, including sponsorships and ticket sales, licensing, and syndication. On December 9, 2022, Fairway Outdoor LLC, FMG Kentucky, LLC and FMG Valdosta, LLC (collectively, “Fairway”), all of which were wholly owned direct and indirect subsidiaries of MediaCo, entered into an Asset Purchase Agreement (the “Purchase Agreement”), with The Lamar Company, L.L.C., a Louisiana limited liability company (the “Purchaser”), pursuant to which we sold our Fairway outdoor advertising business to the Purchaser. The transactions contemplated by the Purchase Agreement closed as of the date of the Purchase Agreement. We have classified the related assets and liabilities associated with our Fairway business as discontinued operations in our condensed consolidated balance sheets and the results of our Fairway business have been presented as discontinued operations in our condensed consolidated statements of operations for all periods presented through December 9, 2022 as the sale represented a strategic shift in our business that had a major effect on our operations and financial results. Unless otherwise noted, discussion in the notes to condensed consolidated financial statements refers to the Company’s continuing operations. See Note 2 — Discontinued Operations for additional information. Unless the context otherwise requires, references to “we”, “us” and “our” refer to MediaCo and its subsidiaries. |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation Our condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All significant intercompany balances and transactions have been eliminated. In the opinion of management, all adjustments necessary for fair presentation (including normal recurring adjustments) have been included. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash We consider time deposits, money market fund shares and all highly liquid debt investment instruments with original maturities of three months or less to be cash equivalents. At times, such deposits may be in excess of FDIC insurance limits. Restricted cash represents amounts held in escrow related to the disposition of the Fairway business and amounts held as collateral for a letter of credit entered into in connection with the lease in New York City for our radio operations and corporate offices. |
Fair Value Measurements | Fair Value Measurements Fair value is the exchange price to sell an asset or transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The Company uses market data or assumptions market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs may be readily observable, corroborated by market data, or generally unobservable. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. We have no assets or liabilities for which fair value is measured on a recurring basis using Level 3 inputs. The Company has certain assets that are measured at fair value on a non-recurring basis including those described in Note 3, Intangible Assets, and are adjusted to fair value only when the carrying values are more than the fair values. The categorization of the framework used to price the assets is considered a Level 3 measurement due to the subjective nature of the unobservable inputs used to determine the fair value (see Note 3 for more discussion). The Company’s long-term debt is not actively traded and is considered a Level 3 measurement. The Company believes the current carrying value of its long-term debt approximates its fair value. |
Allowance for Credit Losses | Allowance for Credit LossesAn allowance for credit losses is recorded based on management’s judgment of the collectability of trade receivables. When assessing the collectability of receivables, management considers, among other things, customer type (agency versus non-agency), historical loss experience, existing and expected future economic conditions and aging category. Amounts are written off after all normal collection efforts have been exhausted. |
Estimates | Estimates The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. The Company has considered information available to it as of the date of issuance of these financial statements and is not aware of any specific events or circumstances that would require an update to its estimates or judgments, or a revision to the carrying value of its assets or liabilities. These estimates may change as new events occur and additional information becomes available. Actual results could differ materially from these estimates. |
Earnings Per Share | Earnings Per Share Our basic and diluted net loss per share is computed using the two-class method. The two-class method is an earnings allocation that determines net income per share for each class of common stock and participating securities according to their participation rights in dividends and undistributed earnings or losses. Shares of Series A preferred stock include rights to participate in dividends and distributions to common stockholders on an if-converted basis, and accordingly are considered participating securities. During periods of undistributed losses, however, no effect is given to our participating securities since they are not contractually obligated to share in the losses. We have elected to determine the earnings allocation based on income (loss) from continuing operations. For periods with a loss from continuing operations, all potentially dilutive items were anti-dilutive and thus basic and diluted weighted-average shares are the same. The following is a reconciliation of basic and diluted net loss per share attributable to Class A and Class B common shareholders: Three Months Ended Six Months Ended 2023 2022 2023 2022 Numerator: Loss from continuing operations $ (430) $ (2,237) $ (2,385) $ (5,499) Less: Preferred stock dividends (596) (780) (1,186) (1,618) Loss from continuing operations available to common shareholders (1,026) (3,017) (3,571) (7,117) Income (loss) from discontinued operations, net of income taxes 9 (666) (143) (1,697) Net loss attributable to common shareholders $ (1,017) $ (3,683) $ (3,714) $ (8,814) Denominator: Weighted-average shares of common stock outstanding — basic and diluted 24,947 7,808 24,927 7,687 Earnings per share of common stock attributable to common shareholders: Net loss per share attributable to common shareholders - basic and diluted: Continuing operations $ (0.04) $ (0.39) $ (0.14) $ (0.93) Discontinued operations 0.00 (0.08) (0.01) (0.22) Net loss per share attributable to common shareholders - basic and diluted: $ (0.04) $ (0.47) $ (0.15) $ (1.15) On August 20, 2021, MediaCo Holding Inc. entered into an At Market Issuance Sales Agreement with B. Riley Securities, Inc. (“B. Riley”), pursuant to which the Company may offer and sell, from time to time through or to B. Riley, as agent or principal, shares of the Company’s Class A Common Stock, having an aggregate offering price of up to $12.5 million. No shares were sold during the six-month periods ended June 30, 2023 or 2022. For the six month period ended June 30, 2023, we repurchased under a share repurchase plan 451,844 shares of Class A common stock for an aggregate of $0.6 million. Subsequent to June 30, 2023 through August 3, 2023 we repurchased an additional 15,542 shares of Class A common stock under the share repurchase plan for an aggregate of $17 thousand. The following convertible equity shares and restricted stock awards were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive. Three Months Ended Six Months Ended (in thousands) 2023 2022 2023 2022 Convertible Emmis promissory note 5,563 1,352 4,795 1,368 Convertible Standard General promissory notes — 5,156 — 5,225 Series A convertible preferred stock 24,549 5,861 21,162 5,933 Restricted stock awards 248 449 230 529 Total anti-dilutive shares 30,360 12,818 26,187 13,055 |
Recent Accounting Pronouncements Adopted | Recent Accounting Pronouncements Adopted In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update 2016-13, Financial Instruments – Credit Losses , which introduces new guidance for an approach based on using expected losses to estimate credit losses on certain types of financial instruments. It also modifies the impairment model for available-for-sale debt securities and provides a simplified accounting model for purchased financial assets with credit deterioration since their origination. Instruments in scope include loans, held-to-maturity debt securities and net investments in leases as well as reinsurance and trade receivables. We adopted this standard on January 1, 2023. The adoption of the new standard did not have a significant impact on our condensed consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Accounts Receivable, Allowance for Credit Loss | The activity in the allowance for credit losses for the three-month and six-month periods ended June 30, 2023 and 2022 was as follows: Three Months Ended Six Months Ended 2023 2022 2023 2022 Beginning Balance $ 102 $ 120 $ 122 $ 186 Change in Provision — 52 (20) (7) Write Offs — (52) — (59) Ending Balance $ 102 $ 120 $ 102 $ 120 |
Reconciliation of Basic and Diluted Net Loss per Share Attributable to Common Shareholders | The following is a reconciliation of basic and diluted net loss per share attributable to Class A and Class B common shareholders: Three Months Ended Six Months Ended 2023 2022 2023 2022 Numerator: Loss from continuing operations $ (430) $ (2,237) $ (2,385) $ (5,499) Less: Preferred stock dividends (596) (780) (1,186) (1,618) Loss from continuing operations available to common shareholders (1,026) (3,017) (3,571) (7,117) Income (loss) from discontinued operations, net of income taxes 9 (666) (143) (1,697) Net loss attributable to common shareholders $ (1,017) $ (3,683) $ (3,714) $ (8,814) Denominator: Weighted-average shares of common stock outstanding — basic and diluted 24,947 7,808 24,927 7,687 Earnings per share of common stock attributable to common shareholders: Net loss per share attributable to common shareholders - basic and diluted: Continuing operations $ (0.04) $ (0.39) $ (0.14) $ (0.93) Discontinued operations 0.00 (0.08) (0.01) (0.22) Net loss per share attributable to common shareholders - basic and diluted: $ (0.04) $ (0.47) $ (0.15) $ (1.15) |
Schedule of Convertible Equity Shares and Restricted Stock Awards Excluded from Calculation of Diluted Net Loss per 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. Three Months Ended Six Months Ended (in thousands) 2023 2022 2023 2022 Convertible Emmis promissory note 5,563 1,352 4,795 1,368 Convertible Standard General promissory notes — 5,156 — 5,225 Series A convertible preferred stock 24,549 5,861 21,162 5,933 Restricted stock awards 248 449 230 529 Total anti-dilutive shares 30,360 12,818 26,187 13,055 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | The following table presents the financial results of Fairway: Three Months Ended Six Months Ended 2023 2022 2023 2022 Net revenues $ — $ 3,621 $ — $ 7,043 OPERATING EXPENSES Operating expenses excluding depreciation and amortization expense (9) 2,592 143 5,301 Depreciation and amortization — 804 — 1,619 Loss on disposal of assets — 27 — 45 Total operating expenses (9) 3,423 143 6,965 Income (loss) from operations of discontinued operations 9 198 (143) 78 Interest and other, net — (854) — (1,775) Income (loss) from discontinued operations, before income taxes 9 (656) (143) (1,697) Income tax expense — (10) — — Income (loss) from discontinued operations, net of income taxes $ 9 $ (666) $ (143) $ (1,697) The following table presents the aggregate carrying amounts of assets and liabilities of discontinued operations for Fairway in the consolidated balance sheets: June 30, 2023 December 31, 2022 Assets: Accounts receivable, net — 1,026 Other 38 40 Total current assets of discontinued operations 38 1,066 Liabilities: Accounts payable and accrued expenses 126 659 Total current liabilities of discontinued operations 126 659 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | As of June 30, 2023 and December 31, 2022, intangible assets consisted of the following: June 30, 2023 December 31, 2022 Indefinite-lived intangible assets FCC licenses $ 63,266 $ 63,266 Definite-lived intangible assets Software 1,159 1,437 Total $ 64,425 $ 64,703 |
Schedule of Definite-Lived Intangible Assets | The following table presents the weighted-average useful life at June 30, 2023, and the gross carrying amount and accumulated amortization at June 30, 2023 and December 31, 2022, for our definite-lived intangible assets: June 30, 2023 December 31, 2022 Weighted Average Remaining Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Software 4.8 $ 1,327 $ 168 $ 1,159 $ 1,495 $ 58 $ 1,437 |
Finite-Lived Intangible Assets Amortization Expense | The Company estimates amortization expense each of the next five years as follows: Year ending December 31, Amortization Expense 2023 (from July 1) $ 123 2024 247 2025 247 2026 247 2027 204 After 2027 91 Total $ 1,159 |
REVENUE (Tables)
REVENUE (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table presents the Company’s revenues disaggregated by revenue source: Three Months Ended June 30, Six Months Ended June 30, 2023 % of Total 2022 % of Total 2023 % of Total 2022 % of Total Revenue by Source: Spot Radio Advertising $ 4,912 40.7 % $ 5,987 47.8 % $ 9,681 49.9 % $ 12,164 58.9 % Digital 1,471 12.2 % 1,588 12.7 % 2,445 12.6 % 2,318 11.2 % Syndication 605 5.0 % 419 3.3 % 1,210 6.2 % 832 4.0 % Events and Sponsorships 4,472 37.0 % 3,035 24.2 % 4,628 23.8 % 3,042 14.7 % Other 620 5.1 % 1,502 12.0 % 1,451 7.5 % 2,288 11.2 % Total net revenues $ 12,080 $ 12,531 $ 19,415 $ 20,644 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Schedule of Impact of Operating Leases to Condensed Consolidated Financial Statements | The impact of operating leases to our condensed consolidated financial statements was as follows: Three Months Ended Six Months Ended 2023 2022 2023 2022 Operating lease cost $ 1,107 $ 638 $ 2,059 $ 1,275 Operating cash flows from operating leases 938 746 1,688 1,498 Right-of-use assets obtained in exchange for new operating lease liabilities — — 10,391 — June 30, 2023 December 31, 2022 Weighted average remaining lease term - operating leases (in years) 14.1 7.0 Weighted average discount rate - operating leases 11.4 % 5.9 % |
Schedule of Annual Minimum Lease Payments of Operating Lease Liabilities | As of June 30, 2023, the annual minimum lease payments of our operating lease liabilities were as follows: Year ending December 31, 2023 (from July 1) $ 372 2024 1,833 2025 2,048 2026 2,449 2027 2,479 After 2027 28,915 Total lease payments 38,096 Less imputed interest (22,747) Total recorded lease liabilities $ 15,349 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Aug. 03, 2023 USD ($) shares | Jun. 30, 2023 USD ($) RadioStation | Mar. 31, 2023 USD ($) | Jun. 30, 2023 USD ($) RadioStation shares | Jun. 30, 2022 USD ($) | Aug. 20, 2021 USD ($) | |
Significant Accounting Policies [Line Items] | ||||||
Number of radio stations | RadioStation | 2 | 2 | ||||
Stock repurchased during period, value | $ 68,000 | $ 571,000 | ||||
Class A Common Stock | ||||||
Significant Accounting Policies [Line Items] | ||||||
Stock repurchased during period (in shares) | shares | 451,844 | |||||
Stock repurchased during period, value | $ 600,000 | |||||
Class A Common Stock | Subsequent Event | ||||||
Significant Accounting Policies [Line Items] | ||||||
Stock repurchased during period (in shares) | shares | 15,542 | |||||
Stock repurchased during period, value | $ 17,000 | |||||
Class A Common Stock | At market issuance sales agreement | B. Riley Securities, Inc., | ||||||
Significant Accounting Policies [Line Items] | ||||||
Aggregate offering price | $ 12,500,000 | |||||
Proceeds from issuance of class A common stock | 0 | $ 0 | ||||
Fair value measurements recurring | Level 3 | ||||||
Significant Accounting Policies [Line Items] | ||||||
Assets | 0 | 0 | ||||
Liabilities | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Allowance (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Beginning Balance | $ 102 | $ 120 | $ 122 | $ 186 |
Change in Provision | 0 | 52 | (20) | (7) |
Write Offs | 0 | (52) | 0 | (59) |
Ending Balance | $ 102 | $ 120 | $ 102 | $ 120 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Basic and Diluted Net Loss per Share Attributable to Common Shareholders (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Numerator: | ||||
Loss from continuing operations | $ (430) | $ (2,237) | $ (2,385) | $ (5,499) |
Less: Preferred stock dividends | (596) | (780) | (1,186) | (1,618) |
Loss from continuing operations available to common shareholders, basic | (1,026) | (3,017) | (3,571) | (7,117) |
Loss from continuing operations available to common shareholders, diluted | (1,026) | (3,017) | (3,571) | (7,117) |
Income (loss) from discontinued operations, net of income taxes | 9 | (666) | (143) | (1,697) |
Net loss attributable to common shareholders, basic | (1,017) | (3,683) | (3,714) | (8,814) |
Net loss attributable to common shareholders, diluted | $ (1,017) | $ (3,683) | $ (3,714) | $ (8,814) |
Denominator: | ||||
Weighted-average shares of common stock outstanding, basic (in shares) | 24,947 | 7,808 | 24,927 | 7,687 |
Weighted-average shares of common stock outstanding, diluted (in shares) | 24,947 | 7,808 | 24,927 | 7,687 |
Earnings per share of common stock attributable to common shareholders: | ||||
Continuing operations - basic (in dollars per share) | $ (0.04) | $ (0.39) | $ (0.14) | $ (0.93) |
Continuing operations - diluted (in dollars per share) | (0.04) | (0.39) | (0.14) | (0.93) |
Discontinued operations - basic (in dollars per share) | 0 | (0.08) | (0.01) | (0.22) |
Discontinued operations - diluted (in dollars per share) | 0 | (0.08) | (0.01) | (0.22) |
Net loss per share attributable to common shares, basic (in dollars per share) | (0.04) | (0.47) | (0.15) | (1.15) |
Net loss per share attributable to common shareholders, diluted (in dollars per share) | $ (0.04) | $ (0.47) | $ (0.15) | $ (1.15) |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Convertible Equity Shares and Restricted Stock Awards Excluded from Calculation of Diluted Net Loss per Share (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Shares excluded from calculation of diluted net loss per share | 30,360 | 12,818 | 26,187 | 13,055 |
Restricted stock awards | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Shares excluded from calculation of diluted net loss per share | 248 | 449 | 230 | 529 |
Series A convertible preferred stock | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Shares excluded from calculation of diluted net loss per share | 24,549 | 5,861 | 21,162 | 5,933 |
Convertible Standard General promissory notes | Convertible Promissory Note | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Shares excluded from calculation of diluted net loss per share | 0 | 5,156 | 0 | 5,225 |
Convertible Emmis promissory note | Convertible Promissory Note | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Shares excluded from calculation of diluted net loss per share | 5,563 | 1,352 | 4,795 | 1,368 |
DISCONTINUED OPERATIONS - Narra
DISCONTINUED OPERATIONS - Narrative (Details) - Fairway - Discontinued Operations, Disposed of by Sale - USD ($) $ in Millions | 3 Months Ended | |
Dec. 31, 2022 | Dec. 09, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Disposal group, including discontinued operation, consideration | $ 78.6 | |
Gain on sale of discontinued operations | $ 46.9 |
DISCONTINUED OPERATIONS - Finan
DISCONTINUED OPERATIONS - Financial Results (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Income tax expense | $ 0 | $ (10) | $ 0 | $ 0 |
NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS | 9 | (666) | (143) | (1,697) |
Discontinued Operations, Disposed of by Sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net revenues | 0 | 3,621 | 0 | 7,043 |
Operating expenses excluding depreciation and amortization expense | (9) | 2,592 | 143 | 5,301 |
Depreciation and amortization | 0 | 804 | 0 | 1,619 |
Loss on disposal of assets | 0 | 27 | 0 | 45 |
Total operating expenses | (9) | 3,423 | 143 | 6,965 |
Income (loss) from operations of discontinued operations | 9 | 198 | (143) | 78 |
Interest and other, net | 0 | (854) | 0 | (1,775) |
Income (loss) from discontinued operations, before income taxes | 9 | (656) | (143) | (1,697) |
Income tax expense | 0 | (10) | 0 | 0 |
NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS | $ 9 | $ (666) | $ (143) | $ (1,697) |
DISCONTINUED OPERATIONS - Aggre
DISCONTINUED OPERATIONS - Aggregate Carrying Amounts of Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total current assets of discontinued operations | $ 38 | $ 1,066 |
Total current liabilities of discontinued operations | 126 | 659 |
Discontinued Operations, Disposed of by Sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Accounts receivable, net | 0 | 1,026 |
Other | 38 | 40 |
Total current assets of discontinued operations | 38 | 1,066 |
Accounts payable and accrued expenses | 126 | 659 |
Total current liabilities of discontinued operations | $ 126 | $ 659 |
INTANGIBLE ASSETS - Schedule of
INTANGIBLE ASSETS - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Indefinite Lived And Finite Lived Intangible Assets [Line Items] | ||
Definite-lived intangible assets | $ 1,159 | |
Total | 64,425 | $ 64,703 |
Software | ||
Indefinite Lived And Finite Lived Intangible Assets [Line Items] | ||
Definite-lived intangible assets | 1,159 | 1,437 |
FCC licenses | ||
Indefinite Lived And Finite Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | $ 63,266 | $ 63,266 |
INTANGIBLE ASSETS - Narrative (
INTANGIBLE ASSETS - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Indefinite-lived and Finite-lived Intangible Assets [Line Items] | |||||
Amortization of intangible assets | $ 100,000 | $ 0 | $ 100,000 | $ 0 | |
FMG Valdosta, LLC and FMG Kentucky, LLC | Software | |||||
Indefinite-lived and Finite-lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets acquired preliminary valuation | $ 1,300,000 | ||||
FMG Valdosta, LLC and FMG Kentucky, LLC | Website | |||||
Indefinite-lived and Finite-lived Intangible Assets [Line Items] | |||||
Acquired finite-lived intangible assets useful life | 5 years | ||||
FMG Valdosta, LLC and FMG Kentucky, LLC | Mobile App | |||||
Indefinite-lived and Finite-lived Intangible Assets [Line Items] | |||||
Acquired finite-lived intangible assets useful life | 7 years | ||||
FCC licenses | |||||
Indefinite-lived and Finite-lived Intangible Assets [Line Items] | |||||
Indefinite-lived intangible assets, carrying amount | $ 63,300,000 | $ 63,300,000 | $ 63,300,000 |
INTANGIBLE ASSETS - Schedule _2
INTANGIBLE ASSETS - Schedule of Definite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Finite Lived Intangible Assets [Line Items] | ||
Net Carrying Amount | $ 1,159 | |
Software | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 4 years 9 months 18 days | |
Gross Carrying Amount | $ 1,327 | $ 1,495 |
Accumulated Amortization | 168 | 58 |
Net Carrying Amount | $ 1,159 | $ 1,437 |
INTANGIBLE ASSETS - Estimated A
INTANGIBLE ASSETS - Estimated Amortization Expense Over Five Years (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 (from July 1) | $ 123 |
2024 | 247 |
2025 | 247 |
2026 | 247 |
2027 | 204 |
After 2027 | 91 |
Net Carrying Amount | $ 1,159 |
REVENUE - Narrative (Details)
REVENUE - Narrative (Details) | Jun. 30, 2023 |
Disaggregation of Revenue [Abstract] | |
Advertising agency fee rate based on gross revenue | 15% |
REVENUE - Disaggregation of Rev
REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation Of Revenue [Line Items] | ||||
Total net revenues | $ 12,080 | $ 12,531 | $ 19,415 | $ 20,644 |
Spot Radio Advertising | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenues | $ 4,912 | $ 5,987 | $ 9,681 | $ 12,164 |
Spot Radio Advertising | Revenue, product and service benchmark | Product concentration risk | ||||
Disaggregation Of Revenue [Line Items] | ||||
Percentage of revenue | 40.70% | 47.80% | 49.90% | 58.90% |
Digital | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenues | $ 1,471 | $ 1,588 | $ 2,445 | $ 2,318 |
Digital | Revenue, product and service benchmark | Product concentration risk | ||||
Disaggregation Of Revenue [Line Items] | ||||
Percentage of revenue | 12.20% | 12.70% | 12.60% | 11.20% |
Syndication | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenues | $ 605 | $ 419 | $ 1,210 | $ 832 |
Syndication | Revenue, product and service benchmark | Product concentration risk | ||||
Disaggregation Of Revenue [Line Items] | ||||
Percentage of revenue | 5% | 3.30% | 6.20% | 4% |
Events and Sponsorships | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenues | $ 4,472 | $ 3,035 | $ 4,628 | $ 3,042 |
Events and Sponsorships | Revenue, product and service benchmark | Product concentration risk | ||||
Disaggregation Of Revenue [Line Items] | ||||
Percentage of revenue | 37% | 24.20% | 23.80% | 14.70% |
Other | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenues | $ 620 | $ 1,502 | $ 1,451 | $ 2,288 |
Other | Revenue, product and service benchmark | Product concentration risk | ||||
Disaggregation Of Revenue [Line Items] | ||||
Percentage of revenue | 5.10% | 12% | 7.50% | 11.20% |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) - USD ($) shares in Millions | 6 Months Ended | ||
Jul. 28, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | |
Conversion of SG Broadcasting Promissory Notes To Common Stock | |||
Debt Instrument [Line Items] | |||
Debt conversion, original debt, amount, principal | $ 28,000,000 | ||
Debt instrument, convertible promissory note | $ 1,900,000 | ||
Conversion of SG Broadcasting Promissory Notes To Common Stock | Class A Common Stock | |||
Debt Instrument [Line Items] | |||
Debt conversion, common stock (in shares) | 12.9 | ||
Convertible Emmis promissory note | |||
Debt Instrument [Line Items] | |||
Notes payable | $ 6,000,000 | $ 6,000,000 | |
Long-term debt, maturity, year one | 6,000,000 | ||
Promissory Note | |||
Debt Instrument [Line Items] | |||
Remaining available borrowings capacity | 0 | $ 0 | |
Convertible Standard General promissory notes | Convertible Promissory Note | Convertible Emmis promissory note | |||
Debt Instrument [Line Items] | |||
Senior credit facility amount | $ 0 | ||
Debt instrument interest percentage | 6% | ||
Additional payment of interest in kind | 1% | ||
Debt instrument increasing interest rate of second anniversary | 1% | ||
Debt instrument increasing interest rate of each successive anniversary | 1% | ||
Principal amount outstanding | $ 6,000,000 |
REGULATORY, LEGAL AND OTHER M_2
REGULATORY, LEGAL AND OTHER MATTERS (Details) | Jun. 30, 2023 LegalProceeding |
Commitments and Contingencies Disclosure [Abstract] | |
Number of legal proceedings pending | 0 |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate, percent | 7% | 3% |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Feb. 01, 2023 | Dec. 31, 2022 |
Leases [Abstract] | |||
Operating lease right of use assets | $ 14,196 | $ 10,400 | $ 5,088 |
Total recorded lease liabilities | $ 15,349 | $ 10,400 |
LEASES - Schedule of Impact of
LEASES - Schedule of Impact of Operating Leases to Condensed Consolidated Financial Statements (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Leases [Abstract] | |||||
Operating lease cost | $ 1,107 | $ 638 | $ 2,059 | $ 1,275 | |
Operating cash flows from operating leases | 938 | 746 | 1,688 | 1,498 | |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 0 | $ 0 | $ 10,391 | $ 0 | |
Weighted average remaining lease term - operating leases (in years) | 14 years 1 month 6 days | 14 years 1 month 6 days | 7 years | ||
Weighted average discount rate - operating leases | 11.40% | 11.40% | 5.90% |
LEASES - Schedule of Annual Min
LEASES - Schedule of Annual Minimum Lease Payments of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Feb. 01, 2023 |
Leases [Abstract] | ||
2023 (from July 1) | $ 372 | |
2024 | 1,833 | |
2025 | 2,048 | |
2026 | 2,449 | |
2027 | 2,479 | |
After 2027 | 28,915 | |
Total lease payments | 38,096 | |
Less imputed interest | (22,747) | |
Total recorded lease liabilities | $ 15,349 | $ 10,400 |
RELATED PARTY TRANSACTIONS - Tr
RELATED PARTY TRANSACTIONS - Transaction Agreement with Emmis and SG Broadcasting (Details) - Transaction Agreement $ in Millions | Jun. 28, 2019 USD ($) vote |
Convertible Standard General promissory notes | |
Related Party Transaction [Line Items] | |
Number of votes per share | vote | 10 |
Related Party | Emmis Communications Corporation | |
Related Party Transaction [Line Items] | |
Purchase price for the assets of radio stations | $ | $ 91.5 |
Number of votes per share | vote | 1 |
Related Party | Emmis Communications Corporation | Convertible Promissory Note | |
Related Party Transaction [Line Items] | |
Notes payable | $ | $ 5 |
MediaCo | Emmis Communications Company | |
Related Party Transaction [Line Items] | |
Equity ownership interest | 23.72% |
MediaCo | SG Broadcasting | |
Related Party Transaction [Line Items] | |
Equity ownership interest | 76.28% |
RELATED PARTY TRANSACTIONS - Co
RELATED PARTY TRANSACTIONS - Convertible Promissory Notes (Details) - USD ($) shares in Thousands | 3 Months Ended | 6 Months Ended | |||||||||
Dec. 21, 2022 | Nov. 25, 2022 | Aug. 19, 2022 | May 19, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 25, 2019 | |
Related Party Transaction [Line Items] | |||||||||||
Interest expense recognized | $ 116,000 | $ 1,929,000 | $ 219,000 | $ 4,006,000 | |||||||
Related Party | Emmis Communications Corporation | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Principal amount outstanding | $ 6,200,000 | ||||||||||
Additional interest payments | $ 800,000 | ||||||||||
Related Party | Emmis Communications Corporation | Emmis Communications Corporation | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt conversion, original debt, amount, principal | $ 30,000 | ||||||||||
Related Party | Emmis Communications Corporation | Emmis Communications Corporation | Class A Common Stock | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt conversion, common stock (in shares) | 11 | ||||||||||
Related Party | Emmis Communications Corporation | Conversion of Emmis Promissory Note To Common Stock | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt conversion, original debt, amount, principal | $ 900,000 | ||||||||||
Debt conversion, common stock (in shares) | 800 | ||||||||||
Debt instrument, convertible promissory note | $ 100,000 | ||||||||||
Related Party | Emmis Communications Corporation | Convertible Promissory Notes | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Face amount of debt | $ 5,000,000 | ||||||||||
Principal amount outstanding | 6,000,000 | 6,000,000 | $ 6,000,000 | ||||||||
Interest expense recognized | 300,000 | 400,000 | |||||||||
Related Party | SG Broadcasting | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Principal amount outstanding | $ 0 | 0 | $ 0 | $ 27,600,000 | |||||||
Additional interest payments | $ 400,000 | ||||||||||
Related Party | SG Broadcasting | Convertible Promissory Notes | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Face amount of debt | $ 6,300,000 | ||||||||||
Interest expense recognized | $ 0 | $ 1,500,000 |
RELATED PARTY TRANSACTIONS - _2
RELATED PARTY TRANSACTIONS - Convertible Preferred Stock (Details) - USD ($) | Dec. 31, 2022 | Dec. 13, 2022 | Dec. 12, 2020 | Dec. 13, 2019 | Jun. 30, 2023 | Dec. 28, 2022 | Jul. 28, 2022 | Jun. 30, 2022 |
Conversion of SG Broadcasting Promissory Notes To Common Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt conversion, original debt, amount, principal | $ 28,000,000 | |||||||
Related Party | SG Broadcasting | ||||||||
Related Party Transaction [Line Items] | ||||||||
Outstanding debt | $ 0 | |||||||
Debt instrument interest percentage | 6% | |||||||
Debt instrument increasing interest rate of each successive anniversary | 1% | |||||||
Dividends paid in kind | $ 3,400,000 | |||||||
Additional shares issued due to increase in accrued value of preferred stock | 80,000 | |||||||
Related Party | SG Broadcasting | Conversion of SG Broadcasting Promissory Notes To Common Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt conversion, original debt, amount, principal | $ 4,000,000 | |||||||
Debt conversion, common stock (in shares) | 3,300,000 | |||||||
Related Party | SG Broadcasting | Preferred Stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Unpaid cumulative dividends | $ 100,000 | $ 1,300,000 | ||||||
Related Party | SG Broadcasting | Series A convertible preferred stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Preferred stock issued (in shares) | 220,000 | |||||||
Preferred stock issued | $ 1,200,000 | $ 1,600,000 |
RELATED PARTY TRANSACTIONS - Ma
RELATED PARTY TRANSACTIONS - Management Agreement for Billboards LLC (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Aug. 11, 2020 | |
Employee Leasing Agreement | |||
Related Party Transaction [Line Items] | |||
Agreement termination date | Jan. 31, 2021 | ||
Transaction Agreement | |||
Related Party Transaction [Line Items] | |||
Agreement termination date | Nov. 30, 2021 | ||
Affiliated Entity | Billboard Agreement | |||
Related Party Transaction [Line Items] | |||
Management services agreement, quarterly payments to counterparty | $ 25 | ||
Management service agreement, term | 3 years | ||
Provisions on limitation of liability and indemnification outstanding | $ 50 | ||
Out-of-pocket expenses | $ 105 |
SUBSEQUENT EVENTS - Additional
SUBSEQUENT EVENTS - Additional Information (Details) - Subsequent Event $ in Thousands | Jul. 14, 2023 USD ($) | Jul. 11, 2023 USD ($) |
Prior Chief Operating Officer | ||
Subsequent Event [Line Items] | ||
Annual base salary | $ 175 | |
Payment of cost of COBRA benefits | $ 19 | |
Chief Operating Officer | ||
Subsequent Event [Line Items] | ||
Annual base salary | $ 200 | |
Share-based payment arrangement, expense | $ 150 | |
Bonus target, percentage of annual salary | 0.50 |