MediaCo Holding (MDIA) 10-Q 14 Nov 24 2024 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2024	Nov. 07, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
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	48 West 25th Street
Entity Address, Address Line Two	Third Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10010
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	2024
Document Fiscal Period Focus	Q3
Amendment Flag	false
Class A common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		41,255,484
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		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
NET REVENUES	$ 29,859	$ 6,447	$ 62,767	$ 25,862
OPERATING EXPENSES:
Operating expenses excluding depreciation and amortization expense	32,672	7,175	73,969	25,458
Corporate expenses	2,319	1,095	9,154	3,981
Depreciation and amortization	1,741	130	3,305	437
Loss (gain) on disposal of assets	0	11	5	(28)
Total operating expenses	36,732	8,411	86,433	29,848
OPERATING LOSS	(6,873)	(1,964)	(23,666)	(3,986)
OTHER INCOME (EXPENSE):
Interest expense, net	(3,274)	(87)	(7,192)	(306)
Change in fair value of warrant shares liability	65,439	0	34,412	0
Other expense	(24)	(18)	(4)	(12)
Total other income (expense)	62,141	(105)	27,216	(318)
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	55,268	(2,069)	3,550	(4,304)
PROVISION FOR INCOME TAXES	342	84	608	234
NET INCOME (LOSS) FROM CONTINUING OPERATIONS	54,926	(2,153)	2,942	(4,538)
DISCONTINUED OPERATIONS:
NET LOSS FROM DISCONTINUED OPERATIONS	0	(163)	0	(306)
CONSOLIDATED NET INCOME (LOSS)	54,926	(2,316)	2,942	(4,844)
Net income attributable to noncontrolling interest	639	0	1,467	0
PREFERRED STOCK DIVIDENDS	0	602	851	1,788
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS	$ 54,287	$ (2,918)	$ 624	$ (6,632)
Net income (loss) per share attributable to common shareholders - basic:
Continuing operations - basic (in dollars per share)	$ 0.73	$ (0.11)	$ 0.01	$ (0.25)
Discontinued operations - basic (in dollars per share)	0	(0.01)	0	(0.01)
Net income (loss) per share attributable to common shares, basic (in dollars per share)	0.73	(0.12)	0.01	(0.26)
Net income (loss) per share attributable to common shareholders - diluted:
Continuing operations - diluted (in dollars per share)	0.66	(0.11)	0.01	(0.25)
Discontinued operations - diluted (in dollars per share)	0	(0.01)	0	(0.01)
Net income (loss) per share attributable to common shareholders, diluted (in dollars per share)	$ 0.66	$ (0.12)	$ 0.01	$ (0.26)
Weighted average common shares outstanding:
Basic weighted average number of common shares outstanding (in shares)	74,271	24,713	54,939	25,032
Diluted weighted average number of common shares outstanding (in shares)	84,177	24,713	55,546	25,032

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
CURRENT ASSETS:
Cash and cash equivalents	$ 7,673	$ 3,817
Restricted cash	0	1,337
Accounts receivable, net of allowance for credit losses of $792 and $353, respectively	32,248	6,675
Prepaid expenses	1,941	891
Current programming rights	3,048	0
Other current assets	629	1,188
Total current assets	45,539	13,908
PROPERTY AND EQUIPMENT, NET	19,220	1,380
GOODWILL	14,965	0
OTHER INTANGIBLE ASSETS, NET	190,813	64,593
OTHER ASSETS:
Operating lease right of use assets	56,273	13,614
Finance lease right of use assets	2,777	0
Noncurrent programming rights	5,674	0
Deposits and other	3,096	1,996
Total other assets	67,820	15,610
Total assets	338,357	95,491
CURRENT LIABILITIES:
Accounts payable and accrued expenses	31,106	2,625
Current maturities of long-term debt	6,458	6,458
Accrued salaries and commissions	989	539
Deferred revenue	10,791	557
Operating lease liabilities	6,113	1,444
Finance lease liabilities	686	0
Income taxes payable	2,025	29
Other current liabilities	1,517	65
Total current liabilities	59,685	11,717
LONG TERM DEBT, NET OF CURRENT	69,434	0
WARRANT SHARES	36,104	0
SERIES B PREFERRED STOCK	34,242	0
OPERATING LEASE LIABILITIES, NET OF CURRENT	40,615	14,333
FINANCE LEASE LIABILITIES, NET OF CURRENT	2,183	0
DEFERRED INCOME TAXES	3,354	2,775
NONCURRENT PROGRAM RIGHTS PAYABLE	5,071	0
OTHER NONCURRENT LIABILITIES	662	502
Total liabilities	251,350	29,327
COMMITMENTS AND CONTINGENCIES
SERIES A CUMULATIVE CONVERTIBLE PARTICIPATING PREFERRED STOCK, $0.01 PAR VALUE, 10,000,000 SHARES AUTHORIZED; 0 AND 286,031 SHARES ISSUED AND OUTSTANDING AT SEPTEMBER 30, 2024 AND DECEMBER 31, 2023, RESPECTIVELY	0	28,754
EQUITY:
Additional paid-in capital	89,968	60,294
Accumulated deficit	(22,524)	(23,148)
Total equity	67,911	37,410
Noncontrolling interests	19,096	0
Total equity and noncontrolling interests	87,007	37,410
Total liabilities and equity and noncontrolling interests	338,357	95,491
Class A common stock
EQUITY:
Common stock	413	210
Class B common stock
EQUITY:
Common stock	54	54
Class C Common Stock
EQUITY:
Common stock	$ 0	$ 0

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Allowance for doubtful accounts	$ 792	$ 353
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)	0	286,031
Convertible participating preferred stock, outstanding (in shares)	0	286,031
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)	41,226,547	20,741,865
Common stock, shares outstanding (in shares)	41,226,547	20,741,865
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 AND NONCONTROLLING INTERESTS - 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	Noncontrolling Interests
Beginning balance (in shares) at Dec. 31, 2022				20,443,138	5,413,197
Beginning balance at Dec. 31, 2022	$ 46,976			$ 207	$ 54	$ 59,817	$ (13,102)	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(2,107)						(2,107)
Issuance of class A to employees, officers and directors, net (in shares)				564,548
Issuance of class A to employees, officers and directors, net	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)	0
Beginning balance (in shares) at Dec. 31, 2022				20,443,138	5,413,197
Beginning balance at Dec. 31, 2022	46,976			$ 207	$ 54	59,817	(13,102)	0
Ending balance (in shares) at Sep. 30, 2023				21,025,498	5,413,197
Ending balance at Sep. 30, 2023	40,607			$ 210	$ 54	60,077	(19,734)	0
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)	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(421)						(421)
Issuance of class A to employees, officers and directors, net (in shares)				(150,485)
Issuance of class A to employees, officers and directors, net	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
Ending balance at Jun. 30, 2023	43,256			$ 204	$ 54	59,814	(16,816)	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(2,316)						(2,316)
Issuance of class A to employees, officers and directors, net (in shares)				752,901
Issuance of class A to employees, officers and directors, net	374			$ 7		367
Conversion of preferred series A shares (in shares)				(132,760)
Conversion of preferred series A shares	(105)			$ (1)		(104)
Preferred stock dividends	(602)						(602)
Ending balance (in shares) at Sep. 30, 2023				21,025,498	5,413,197
Ending balance at Sep. 30, 2023	40,607			$ 210	$ 54	60,077	(19,734)	0
Beginning balance (in shares) at Dec. 31, 2023		20,741,865	5,413,197	20,741,865	5,413,197
Beginning balance at Dec. 31, 2023	37,410			$ 210	$ 54	60,294	(23,148)	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(3,677)						(3,677)
Issuance of class A to employees, officers and directors, net (in shares)				(151,993)
Issuance of class A to employees, officers and directors, net	287			$ (4)		291
Repurchase of class A common shares (in shares)				(11,304)
Repurchase of class A common shares	(7)					(7)
Preferred stock dividends	(723)						(723)
Ending balance (in shares) at Mar. 31, 2024				20,578,568	5,413,197
Ending balance at Mar. 31, 2024	33,290			$ 206	$ 54	60,578	(27,548)	0
Beginning balance (in shares) at Dec. 31, 2023		20,741,865	5,413,197	20,741,865	5,413,197
Beginning balance at Dec. 31, 2023	37,410			$ 210	$ 54	60,294	(23,148)	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Repurchase of class A common shares (in shares)		(11,304)
Ending balance (in shares) at Sep. 30, 2024		41,226,547	5,413,197	41,226,547	5,413,197
Ending balance at Sep. 30, 2024	87,007			$ 413	$ 54	89,968	(22,524)	19,096
Beginning balance (in shares) at Mar. 31, 2024				20,578,568	5,413,197
Beginning balance at Mar. 31, 2024	33,290			$ 206	$ 54	60,578	(27,548)	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(48,307)						(49,135)	828
Issuance of class A to employees, officers and directors, net (in shares)				(34,403)
Issuance of class A to employees, officers and directors, net	22					22
Conversion of preferred series A shares (in shares)				20,733,869
Conversion of preferred series A shares	29,604			$ 207		29,397
Noncontrolling interest resulting from Estrella transaction	17,629							17,629
Preferred stock dividends	(128)						(128)
Ending balance (in shares) at Jun. 30, 2024				41,278,034	5,413,197
Ending balance at Jun. 30, 2024	32,110			$ 413	$ 54	89,997	(76,811)	18,457
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	54,926						54,287	639
Issuance of class A to employees, officers and directors, net (in shares)				(51,487)
Issuance of class A to employees, officers and directors, net	(29)					(29)
Ending balance (in shares) at Sep. 30, 2024		41,226,547	5,413,197	41,226,547	5,413,197
Ending balance at Sep. 30, 2024	$ 87,007			$ 413	$ 54	$ 89,968	$ (22,524)	$ 19,096

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated net income (loss)	$ 2,942	$ (4,844)
Less: Loss from discontinued operations, net of tax	0	306
Adjustments to reconcile net income (loss) to net cash used in operating activities -
Depreciation and amortization	3,305	437
Amortization of deferred financing costs, including original issue discount	166	0
Amortization of fair value adjustment of Preferred Series B Shares and 2nd Lien Term Loan	824	0
Noncash change in warrant shares	(34,412)	0
Noncash interest expense	2,342	0
Noncash lease expense	1,642	1,679
Allowance for credit losses	114	(23)
Provision for deferred income taxes	579	224
Noncash compensation	627	1,404
Other noncash items	1,743	510
Changes in assets and liabilities
Accounts receivable	(9,363)	1,550
Prepaid expenses and other current assets	2,189	(1,160)
Other assets	(927)	88
Accounts payable and accrued liabilities	(3,928)	(594)
Deferred revenue	1,025	(179)
Operating lease liabilities	(158)	(533)
Income taxes	(37)	(2,979)
Other liabilities	596	452
Net cash used in continuing operating activities	(30,731)	(3,662)
Net cash provided by discontinued operating activities	0	259
Net cash used in operating activities	(30,731)	(3,403)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(714)	(858)
Purchases of internally-created software	(146)	(223)
Cash paid in acquisitions, net of cash acquired	(6,847)	0
Other investing	100	0
Net cash used in continuing investing activities	(7,607)	(1,081)
Net cash used in discontinued investing activities	0	0
Net cash used in investing activities	(7,607)	(1,081)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt	43,800	0
Payments for debt-related costs	(1,868)	0
Repurchases of class A common stock	(7)	(737)
Finance lease principal payments	(159)	0
Settlement of tax withholding obligations	(345)	(402)
Net cash provided by (used in) continuing financing activities	41,421	(1,139)
Net cash used in discontinued financing activities	0	(38)
Net cash provided by (used in) financing activities	41,421	(1,177)
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	3,083	(5,661)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH:
Beginning of period	7,071	15,301
End of period	10,154	9,640
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	10,154	9,640
Cash paid for interest	2,391	0
Cash paid for income taxes	$ 0	$ 3,021

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization MediaCo Holding Inc., its subsidiaries, and a variable interest entity (“VIE”) (collectively, “MediaCo” or the “Company”) is an owned and operated multi-media company formed in Indiana in 2019, focused on television, radio and digital advertising, premium programming and events. On April 17, 2024, MediaCo Holding Inc. and its wholly-owned subsidiary MediaCo Operations LLC, a Delaware limited liability company (“Purchaser”), entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Estrella Broadcasting, Inc., a Delaware corporation (“Estrella”), and SLF LBI Aggregator, LLC, a Delaware limited liability company (“Aggregator”) and affiliate of HPS Investment Partners, LLC (“HPS”), pursuant to which Purchaser purchased substantially all of the assets of Estrella and its subsidiaries (other than certain broadcast assets owned by Estrella and its subsidiaries (the “Estrella Broadcast Assets”)) (the “Purchased Assets”), and assumed substantially all of the liabilities (the “Assumed Liabilities”) of Estrella and its subsidiaries (such transactions, collectively, the “Estrella Acquisition”). MediaCo Operations LLC operates the Purchased Assets under the trade name Estrella MediaCo. Our assets consist of two radio stations located in New York City, WQHT(FM) and WBLS(FM) (the “Stations”), which serve the New York City demographic market area and primarily target Black, Hispanic, and multi-cultural consumers, and as a result of the Estrella Acquisition, Estrella’s network, content, digital, and commercial operations, including network affiliation and program supply agreements with Estrella for its 11 radio stations serving Los Angeles, CA, Houston, TX, and Dallas, TX and nine television stations serving Los Angeles, CA, Houston, TX, Denver, CO, and Miami, FL. Among the Estrella brands that joined MediaCo are the EstrellaTV network, its influential linear and digital video content business, Estrella’s expansive digital channels, including its four FAST channels - EstrellaTV, Estrella News, Cine EstrellaTV - and Estrella Games, and the EstrellaTV app. See Note 3 for additional information. We derive our revenues primarily from radio, television and digital advertising sales, but we also generate revenues from events, including sponsorships and ticket sales, licensing, and syndication. Unless the context otherwise requires, references to “we”, “us” and “our” refer to MediaCo, its subsidiaries and the Estrella VIE (as defined below), collectively. 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. The Company determined that the Estrella entities holding the Estrella Broadcast Assets (the “Estrella VIE”) are a VIE in which the Company holds a controlling financial interest. Pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) paragraph 810-10-25-38A and paragraph 810-10-25-38B, a reporting entity (in this case, the Company) is deemed to have a controlling financial interest in a VIE if it has both of the following characteristics: a. The power to direct the activities of the VIE that most significantly impact the VIE’s economic performance; and b. The obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company determined that since the major factors in the economic performance of the Estrella VIE are the popularity of the programming provided by the Company to the Estrella VIE and the Company’s sale of advertising in that programming, the Company is the primary beneficiary of the VIE, and the remaining assets and liabilities of the Estrella VIE should be consolidated in the Company’s consolidated financial statements as of April 17, 2024. The Company accounts for noncontrolling interest in accordance with ASC 810, which requires companies with noncontrolling interests to disclose such interests as a portion of equity but separate from the Parent’s equity. The noncontrolling interests’ portion of net income (loss) is presented on the condensed consolidated statement of operations. Going Concern The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Pursuant to ASC Topic 205-40, Going Concern , the Company is required to evaluate whether there is substantial doubt about its ability to continue as a going concern within one year of the date of issuance of these financial statements (November 14, 2024). In conducting this analysis, management considered the Company’s current projections of future cash flows, current financial condition, sources of liquidity and debt service obligations due on or before November 14, 2025. The Company has experienced diminished revenues and profitability, driven in part by weaker sales for our annual Summer Jam concert, and expects these conditions to continue for an undetermined period of time. Management has considered these circumstances in assessing the Company’s liquidity over the next year. Liquidity is a measure of an entity’s ability to meet potential cash requirements, maintain its assets, fund its operations, and meet the other general cash needs of its business. The Company’s liquidity is impacted by general economic, financial, competitive, and other factors beyond its control. The Company’s liquidity requirements consist primarily of funds necessary to pay its expenses, principally debt service and operational expenses, such as labor costs, and other related expenditures. The Company generally satisfies its liquidity needs through cash provided by operations. In addition, the Company has taken steps to enhance its ability to fund its operational expenses by reducing various costs and is prepared to take additional steps as necessary. At September 30, 2024, we had $6.5 million outstanding to Emmis under the Emmis Convertible Promissory Note (as defined in Note 10), all of which is classified as current, and debt service obligations of approximately $7.3 million due under the Emmis Convertible Promissory Note from November 14, 2024 (the date of issuance of these financial statements) through November 14, 2025. In September 2024, the Company entered into the First Amendment of the First Lien Credit Agreement with White Hawk Capital Partners, LP, which provides for $7.5 million of additional Delayed Draw Term Loan Commitments in addition to an aggregate $10.0 million in existing Delayed Draw Term Loans, and waives the requirement for mandatory prepayment of any net proceeds received as a result of any equity issuances, up to $7.3 million. Each Delayed Draw Term Loan will mature on the date that is two years after the drawing of such Delayed Draw Term Loan. See Note 3 for additional information. As a result of this amendment, management anticipates the Company will be able to meet its liquidity needs for the next 12 months with cash and cash equivalents on hand, additional draws on its First Lien Term Loan, and projected cash flows from operations. Therefore, substantial doubt has been alleviated about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. Summary of Significant Accounting Policies The Company’s significant accounting policies are described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (“fiscal year 2023”). As a result of the Estrella Acquisition, certain policies have been added or adjusted to reflect our combined business. Programming Rights MediaCo has elected to record programming right assets and liabilities acquired from third parties at the gross amount at inception. These programming rights are amortized, on a straight-line basis, over the license term, beginning in the period in which the license period begins and program becomes available for broadcast in accordance with ASC Topic 920, Entertainment - Broadcasters. Program rights expected to be amortized to expense in the following 12-month period are classified as current assets and program rights payable within the following 12-month period are classified as current liabilities. All program rights payable are included in accounts payable and accrued expenses except for $5.1 million which is included in noncurrent program rights payable. Amortization expense for the three and nine months ended September 30, 2024 was $0.9 million and $1.7 million, respectively, which is included in operating expenses excluding depreciation and amortization. These programming rights are primarily related to one agreement which ends in February 2028. Cash, Cash Equivalents and Restricted Cash MediaCo considers time deposits, money market fund shares and all highly liquid debt investment instruments with original maturities of three months or less to be cash equivalents. At times, such deposits may be in excess of FDIC insurance limits. Restricted cash at December 31, 2023 consisted of $1.3 million held in escrow related to the Company's disposition of the Fairway business, classified in current assets, as to which the restrictions were released in June 2024. Additionally, restricted cash of $1.9 million as of September 30, 2024 and December 31, 2023 was held as collateral for a letter of credit entered into in connection with the lease in New York City for our radio operations and corporate offices, which expires in October 2039, and restricted cash of $0.5 million as of September 30, 2024 was held for a collateral account related to merchant banking for the Company’s purchase card program and for an office lease security deposit, all included in the line item Deposits and Other in the condensed consolidated balance sheets. Fair Value Measurements Fair value is the exchange price to sell an asset or transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The Company uses market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs 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. (see Note 4 for additional information). The Company’s Warrant Shares (as defined in Note 3) are classified as a liability for which the fair value is measured on a recurring basis using Level 2 inputs (see Note 6 for additional information). 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 4, 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 4 for additional information). 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 as it is variable rate debt. 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 and nine months ended September 30, 2024 and 2023 was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Beginning Balance $ 679 $ 102 $ 353 $ 122 Additions Related to Estrella Acquisition 87 — 583 — Change in Provision 35 (3) 114 (23) Write Offs (9) — (258) — Ending Balance $ 792 $ 99 $ 792 $ 99 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 our Series A Convertible Preferred Stock, $0.01 par value (the “Series A preferred stock” or the “Series A preferred shares”) included rights to participate in dividends and distributions to common shareholders on an if-converted basis, and accordingly were considered participating securities until April 2024, when all outstanding shares of Series A preferred stock were converted in accordance with their terms into 20.7 million shares of MediaCo’s Class A common stock, par value $0.01 per share (the “Class A common stock”). Warrant Shares (as defined in Note 3) have the right to participate in distributions on Class A common stock on an as-exercised basis, and accordingly are considered participating securities. During periods of undistributed losses, however, no effect was 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 Nine Months Ended 2024 2023 2024 2023 Numerator: Income (loss) from continuing operations $ 54,926 $ (2,153) $ 2,942 $ (4,538) Less: Net loss (income) attributable to noncontrolling interests (639) — (1,467) — Less: Preferred stock dividends — (602) (851) (1,788) Income (loss) from continuing operations available to common shareholders 54,287 (2,755) 624 (6,326) Loss from discontinued operations, net of income taxes — (163) — (306) Net income (loss) attributable to common shareholders for basic earnings per share 54,287 (2,918) 624 (6,632) Add: Interest expense related to convertible Emmis promissory note (1) 252 — — — Add: Net (loss) income attributable to noncontrolling interests $ 639 $ — $ — $ — Net income (loss) attributable to common shareholders for diluted earnings per share $ 55,178 $ (2,918) $ 624 $ (6,632) Denominator: Weighted-average shares of common stock outstanding — basic 74,271 24,713 54,939 25,032 Dilutive items: Convertible Emmis promissory note 2,305 — — — Option agreement shares 7,052 — — — Restricted stock awards 549 — 607 — Weighted-average shares of common stock outstanding — diluted 84,177 24,713 55,546 25,032 Earnings per share of common stock attributable to common shareholders: Net income (loss) per share attributable to common shareholders - basic: Continuing operations $ 0.73 $ (0.11) $ 0.01 $ (0.25) Discontinued operations — (0.01) — (0.01) Net income (loss) per share attributable to common shareholders - basic: $ 0.73 $ (0.12) $ 0.01 $ (0.26) Net income (loss) per share attributable to common shareholders - diluted: Continuing operations $ 0.66 $ (0.11) $ 0.01 $ (0.25) Discontinued operations — (0.01) — (0.01) Net income (loss) per share attributable to common shareholders - diluted: $ 0.66 $ (0.12) $ 0.01 $ (0.26) (1) The dilutive effect of the convertible Emmis promissory note was determined using the if-converted method, in accordance with which the note is assumed to be converted into common stock at the beginning of the reporting period. Interest expense, net of any income tax effects, is added back to the numerator of the calculation. 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 nine-month periods ended September 30, 2024 or 2023. For the nine-month period ended September 30, 2024, we repurchased under a share repurchase plan 11,304 shares of Class A common stock for an immaterial amount. The following convertible equity shares, convertible promissory note shares, option agreement 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 Nine Months Ended (in thousands) 2024 2023 2024 2023 Convertible Emmis promissory note — 5,432 9,727 4,844 Option agreement shares — — 4,272 — Series A convertible preferred stock — 24,040 16,350 21,396 Restricted stock awards — 251 — 336 Total anti-dilutive shares — 29,723 30,349 26,576 Recent Accounting Pronouncements Not Yet Implemented In November 2024, the FASB issued ASU 2024-03, Accounting Standards Update (“ASU”) 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses to improve financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. The amendments in this ASU do not change or remove current expense disclosure requirements; however, the amendments affect where such information appears in the notes to financial statements because entities are required to include certain current disclosures in the same tabular format disclosure as the other disaggregation requirements in the amendments. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. We are currently assessing the impact this standard will have on our condensed consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which is intended to enhance the transparency and decision usefulness of income tax disclosures by enhancing information about how an entity’s operations and related tax risks and its tax planning and operation opportunities affect its tax rate and prospects for future cash flows. This guidance is effective for fiscal years beginning after December 31, 2024, with early adoption permitted. Adoption allows for prospective application, with retrospective application permitted. We are currently assessing the impact this standard will have on our condensed consolidated financial statements, including, but not limited to, our income taxes footnote disclosure. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures to update reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. This update is effective beginning with our 2024 fiscal year annual reporting period, with early adoption permitted. We are currently assessing the impact this standard will have on our condensed consolidated financial statements.

DISCONTINUED OPERATIONS

DISCONTINUED OPERATIONS	9 Months Ended
	Sep. 30, 2024
Discontinued Operations and Disposal Groups [Abstract]
DISCONTINUED OPERATIONS	2. DISCONTINUED OPERATIONS 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. The purchase price was $78.6 million, subject to certain customary adjustments, paid at closing in cash. The sale resulted in a pre-tax gain of $46.9 million in the fourth quarter of 2022. In accordance with ASC 205-20-S99-3, Allocation of Interest to Discontinued Operations , the Company elected to allocate interest expense to discontinued operations where the debt is not directly attributed to the Fairway business. Interest expense was allocated based on a ratio of net assets discontinued to the sum of consolidated net assets plus consolidated debt. In addition, upon closing we entered into a transition service agreement with the Purchaser to support the operations after the divestiture for immaterial fees. This agreement commenced with the close of the transaction and was terminated at the end of the initial term in February 2023. The financial results of Fairway are presented as income from discontinued operations on our condensed consolidated statements of operations. The following table presents the financial results of Fairway: Three Months Ended Nine Months Ended 2024 2023 2024 2023 Net revenues $ — $ — $ — $ — OPERATING EXPENSES Operating expenses excluding depreciation and amortization expense — 267 — 410 Total operating expenses — 267 — 410 Income (loss) from operations of discontinued operations — (267) — (410) Interest and other, net — — — — Income (loss) from discontinued operations, before income taxes — (267) — (410) Income tax benefit (expense) — 104 — 104 Income (loss) from discontinued operations, net of income taxes $ — $ (163) $ — $ (306)

BUSINESS COMBINATIONS

BUSINESS COMBINATIONS	9 Months Ended
	Sep. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
BUSINESS COMBINATIONS	3. BUSINESS COMBINATIONS The Company accounts for acquisitions in accordance with guidance found in ASC 805, Business Combinations . The guidance requires consideration given, including contingent consideration, assets acquired, and liabilities assumed to be valued at their fair values at the acquisition date. The guidance further provides that: (1) acquisition costs will generally be expensed as incurred, (2) restructuring costs associated with a business combination will generally be expensed subsequent to the acquisition date; and (3) changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense. ASC 805 requires that any excess of purchase price over fair value of assets acquired, including identifiable intangibles and liabilities assumed, be recognized as goodwill. Estrella Acquisition On April 17, 2024, MediaCo consummated the Estrella Acquisition, pursuant to which it purchased substantially all of the assets of Estrella, other than the Estrella Broadcast Assets, and assumed substantially all of the liabilities of Estrella and its subsidiaries. MediaCo provided the following consideration for the Estrella Acquisition (the “Transaction Consideration”): a A warrant (the “Warrant”) to purchase up to 28,206,152 shares of MediaCo’s Class A common stock; b 60,000 shares of a newly designated series of MediaCo’s preferred stock designated as “Series B Preferred Stock” (the “Series B Preferred Stock”), c A term loan in the principal amount of $30.0 million under the Second Lien Credit Agreement (as defined below) (the “Second Lien Term Loan”); and d An aggregate cash payment in the amount of approximately $25.5 million to be used, in part, for the repayment of certain indebtedness of Estrella and payment of certain Estrella transaction expenses, financed through the First Lien Credit Agreement (as defined below). Option Agreement On April 17, 2024, in connection with the Estrella Acquisition, MediaCo and Estrella entered into an Option Agreement (the “Option Agreement” and, collectively with the Estrella Acquisition and the transactions contemplated by the Network Affiliation Agreement and the Network Program Supply Agreement described below, the “Estrella Transactions”) with Estrella and certain subsidiaries of Estrella pursuant to which (i) MediaCo was granted the option to purchase 100% of the equity interests of certain subsidiaries of Estrella holding the Estrella Broadcast Assets (the “Option Subsidiaries Equity”) in exchange for 7,051,538 shares of Class A common stock, and (ii) Estrella was granted the right to put the Option Subsidiaries Equity to MediaCo for the same consideration during a period beginning six months after the date of the closing of the Estrella Transactions (the “Closing Date”) and ending after seven years, which will automatically extend for a renewal term of seven years unless both parties mutually agree otherwise. Voting and Support Agreement The Asset Purchase Agreement provides that MediaCo will prepare and file with the Securities and Exchange Commission (the “SEC”) a proxy statement to be sent to MediaCo stockholders relating to a special meeting of MediaCo stockholders (the “Stockholders Meeting”) to be held to consider approval of the issuance of shares of Class A Common Stock upon exercise of the Warrant and the issuance of shares of Class A Common Stock pursuant to the Option Agreement (the “Proposal”). On April 17, 2024, in connection with the Estrella Acquisition, SG Broadcasting LLC (“SG Broadcasting”), the holder of shares of Class A common stock and Class B common stock, par value $0.01 per share (“Class B common stock”) representing a majority of the voting power of the shares of MediaCo, entered into a Voting and Support Agreement with MediaCo and Estrella (the “Voting and Support Agreement”), pursuant to which SG Broadcasting agreed to, among other things, and subject to the terms and conditions set forth therein, at any meeting of MediaCo stockholders (including the Stockholders Meeting), or at any adjournment or postponement thereof, vote in favor of the Proposal and against any action or proposal that would reasonably be expected to prevent or materially delay consummation of the Proposal. The Voting Agreement also includes certain customary restrictions on SG Broadcasting’s ability to transfer its shares of MediaCo stock. The Voting Agreement will automatically terminate upon the date on which the Proposal is approved. Warrant On April 17, 2024, in connection with the Estrella Acquisition, MediaCo issued the Warrant, which provides for the purchase of up to 28,206,152 shares of Class A common stock (the “Warrant Shares”), subject to customary adjustments as set forth in the Warrant, at an exercise price per share of $0.00001. Subject to certain limitations, the Warrant also provides that the Warrant holder has the right to participate in distributions on Class A common stock on an as-exercised basis. The Warrant further provides that in no event shall the aggregate number of Warrant Shares issuable to the Warrant holder upon exercise of the Warrant exceed 19.9% of the aggregate number of shares of common stock of MediaCo outstanding, or the voting power of such outstanding shares of common stock, on the business day immediately preceding the issue date for such Warrant Shares, calculated in accordance with the applicable rules of the Nasdaq Capital Market (“Nasdaq”), unless and until the Proposal has been approved. The shares of Class A common stock issuable upon the exercise of the Warrant and the shares of Class A common stock issuable upon the exercise of the Option Agreement represent approximately 43% of the outstanding shares of Class A common stock on a fully diluted basis (assuming the full exercise of the Warrant and the Option Agreement). First Lien Term Loan In order to finance the Estrella Acquisition, MediaCo entered into a maximum $45.0 million first lien term loan credit facility, dated April 17, 2024 (the “First Lien Credit Agreement”), with White Hawk Capital Partners, LP, as term agent thereunder, and the lenders party thereto. Under the terms of the First Lien Credit Agreement, MediaCo received an initial term loan of $35.0 million on April 17, 2024 (the “Initial Loan”) and was provided with a subsequent delayed draw facility of up to $10.0 million that may be provided for additional working capital purposes under certain conditions (the “Delayed Draw” and the loans thereunder, the “Delayed Draw Term Loans”; the financing contemplated by the First Lien Term Loan, collectively with the Estrella Transaction and the payment of the Transaction Consideration, the “Transactions”). The Initial Loan and Delayed Draw Term Loans are collectively referred to as the “First Lien Term Loans.” The proceeds of the Initial Loan were used to finance the Estrella Acquisition, pay off certain existing Estrella indebtedness in connection therewith and pay related fees and transaction costs. The Initial Loan will mature on April 17, 2029, and each Delayed Draw Term Loan will mature on the date that is two years after the drawing of such Delayed Draw Term Loan. The first of such Delayed Draw Term Loan of $5.0 million was made on May 2, 2024 and the second of such Delayed Draw Term Loans of $5.0 million was made on July 17, 2024. First Lien Term Loans will be subject to monthly interest payments at a rate of SOFR + 6.00%. Beginning May 2027, monthly amortization payments are required equal to 0.8333% of the initial principal amount of the First Lien Term Loans. The First Lien Term Loans are subject to a borrowing base in accordance with the terms of the First Lien Credit Agreement. In September 2024, the Company entered into the First Amendment of the First Lien Credit Agreement with White Hawk Capital Partners, LP, which provides for $7.5 million of additional Delayed Draw Term Loan Commitments for Delayed Draw Term Loans, and waives the requirement for mandatory prepayment of any net proceeds received as a result of any equity issuances, up to $7.3 million. A fee of $0.3 million was paid in conjunction with entering into this amendment. No amounts have been drawn as of September 30, 2024. Second Lien Term Loan In addition, MediaCo and its direct and indirect subsidiaries entered into a $30.0 million second lien term loan credit facility, dated April 17, 2024 (the “Second Lien Credit Agreement”), with HPS as term agent, and the lenders party thereto. Under the terms of the Second Lien Credit Agreement, MediaCo was deemed to receive the Second Lien Term Loan of $30.0 million on April 17, 2024 in connection with the consummation of the Estrella Acquisition. The Second Lien Term Loan will mature on April 17, 2029 and will be subject to monthly interest payments at a rate of SOFR + 6.00%. The Second Lien Term Loan is subject to a borrowing base in accordance with the terms of the Second Lien Credit Agreement. Series B Preferred Stock In addition, MediaCo issued 60,000 shares of Series B Preferred Stock with an aggregate initial liquidation value of $60.0 million, which Series B Preferred Stock rank senior and in priority of payment to all other equity securities of MediaCo, including with respect to any repayment, redemption, distributions, bankruptcy, insolvency, liquidation, dissolution or winding-up. Pursuant to the Series B Articles of Amendment, the ability of MediaCo 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 Series B Preferred Stock, will be subject to certain restrictions. Issued and outstanding shares of Series B Preferred Stock will accrue dividends, payable in kind, at an annual rate equal to 6.00% of the liquidation value thereof, subject to increase upon the occurrence of certain trigger events set forth in the Series B Articles of Amendment. The Series B Preferred Stock is mandatorily redeemable after seven years, at the Company’s option, change of control, liquidation event, or upon the occurrence of certain trigger events set forth in the Series B Articles of Amendment, and is not convertible into any other equity securities of the Company. As such, it is classified as a long term liability on the condensed consolidated balance sheet and accrued dividends are classified in Interest expense, net on the condensed consolidated statements of operations. Network Affiliation and Supply Agreements On April 17, 2024, in connection with the Estrella Acquisition, MediaCo entered into a Network Program Supply Agreement (the “Network Program Supply Agreement”) with certain subsidiaries of Estrella that operate radio broadcast stations (the “Radio Stations”). Pursuant to the Network Program Supply Agreement, MediaCo has agreed to license certain programs and other material to the Radio Stations for distribution on the Radio Stations’ broadcast channels. On April 17, 2024, in connection with the Estrella Acquisition, MediaCo entered into a Network Affiliation Agreement (the “Network Affiliation Agreement”) with certain subsidiaries of Estrella that operate television broadcast stations (the “TV Stations”). Pursuant to the Network Affiliation Agreement, MediaCo has agreed to license certain programs and other material to the TV Stations for distribution on the TV Stations’ broadcast channels. Preliminary Purchase Price Allocation The valuation of assets acquired and liabilities assumed has not yet been finalized as of September 30, 2024. The purchase price allocation is preliminary and subject to change, including purchase price consideration, property and equipment, intangible assets, income taxes, and goodwill, among other items. The amounts recognized will be finalized as the information necessary to complete the analysis is obtained, but no later than one year after the acquisition date. Finalization of the valuation during the measurement period could result in a change in the amounts recorded for the acquisition date fair value. The preliminary allocation presented below is based upon management’s estimate of the fair values using valuation techniques including income, cost, and market approaches. In estimating the fair value of the acquired assets and assumed liabilities, the fair value estimates are based on, but not limited to, expected future revenue and cash flows, expected future growth rates, and estimated discount rates. The Estrella Acquisition comprises the new Estrella MediaCo Video & Digital and Estrella MediaCo Audio, Digital & Events segments. The following tables summarize the preliminary fair value of cash and noncash consideration transferred, assets acquired, and liabilities assumed as of the acquisition date: Preliminary Valuation as of April 17, 2024 Cash Consideration 25,499 Noncash Consideration: Warrants (1) 70,515 Series B Preferred Stock (2) 31,975 Second Lien Term Loan (2) 26,534 Total Noncash Consideration 129,024 Total Consideration 154,523 (1) Represents the fair value of warrants to purchase 28,206,152 shares of Class A common stock issued in the Estrella Transactions valued at the closing price on the day prior to close of $2.50. (2) Represents the fair value of the Series B Preferred Stock and Second Lien Term Loan using a required yield of 15.23% and 14.14%, respectively. Preliminary Valuation and Allocation as of April 17, 2024 Cash and cash equivalents 18,124 Accounts receivable, net of allowance for doubtful accounts of $583 16,324 Prepaid expenses 1,838 Current programming rights 3,635 Other current assets 555 Property and equipment, net 17,897 Intangible assets, net 127,838 Right of use assets 47,361 Goodwill 14,965 Noncurrent programming rights 6,607 Deposits and other 689 Assets acquired 255,833 Accounts payable and accrued expenses 32,033 Deferred revenue 9,209 Operating lease liabilities 31,109 Finance lease liabilities 3,029 Other Liabilities 8,301 Liabilities assumed 83,681 Fair value of noncontrolling interests (1) 17,629 Net assets acquired 154,523 (1) Fair value of noncontrolling interests based on 7,051,538 warrants issued in Option Agreement valued at the closing price on the day prior to close of $2.50. Property and equipment is primarily composed of broadcasting equipment and leasehold improvements. The fair value of property and equipment is based on preliminary assumptions that are subject to change as we complete our valuation procedures. Acquired property and equipment will be depreciated on a straight-line basis over the respective estimated remaining useful lives. The amount allocated to definite-lived intangible assets represents the estimated fair values of customer relationships of $15.6 million and programming rights of $10.2 million and will be amortized over the estimated remaining useful lives of 15 years and four years, respectively. The amount allocated to indefinite-lived intangible assets represents the estimated fair values of the FCC licenses of $112.2 million and goodwill of $15.0 million. Goodwill, which is derived from the expanded client base and our ability to provide broader advertising solutions through a comprehensive portfolio, is recorded based on the amount by which the purchase price exceeds the fair value of the net assets acquired and we expect it will be deductible for tax purposes. Goodwill of $4.5 million and $10.5 million from this transaction is allocated to our Estrella MediaCo Video & Digital and Estrella MediaCo Audio, Digital & Events segments, respectively. As part of the acquisition, we incurred costs of $9.0 million for the nine months ended September 30, 2024, primarily related to transaction bonuses and professional services, which are included in the operating expenses excluding depreciation and amortization and corporate expense line items in the condensed consolidated statement of operations. Additionally, there were $1.8 million of deferred financing costs and $1.1 million of original issue discount related to the issuance of the First Lien Credit Agreement included in the line item long term debt, net of current. Variable Interest Entity As discussed in Note 1, the Company determined that the Estrella entities holding the Estrella Broadcast Assets represented a VIE in which the Company holds a controlling financial interest, as MediaCo is the primary beneficiary of the VIE. Estrella VIE’s assets can be used only to settle obligations of the Estrella VIE. The carrying amounts of the VIE’s consolidated assets and liabilities included in the condensed consolidated balance sheet are as follows: September 30, Cash and cash equivalents $ 4,519 Accounts receivable, net of allowance for doubtful accounts of $396 10,308 Prepaid expenses 504 Current programming rights 13 Other current assets 28 Total current assets 15,372 PROPERTY AND EQUIPMENT, NET 8,505 OTHER INTANGIBLE ASSETS, NET 112,210 OTHER ASSETS: Operating lease right of use assets 2,789 Deposits and other 578 Total other assets 3,367 Total assets $ 139,454 CURRENT LIABILITIES: Accounts payable and accrued expenses $ 4,547 Deferred revenue 858 Operating lease liabilities 353 Income taxes payable 2,027 Total current liabilities 7,785 OPERATING LEASE LIABILITIES, NET OF CURRENT 2,460 OTHER NONCURRENT LIABILITIES 3,870 Total liabilities 14,115 Net assets 125,339 The summarized operating results of the VIE are as follows: Three Months Ended Nine Months Ended 2024 2023 2024 2023 Net revenues $ 3,447 $ — $ 6,621 $ — Operating income 637 — 1,464 — Net income 639 — 1,467 — Pro Forma Financial Information The following table presents the estimated unaudited pro forma combined results of MediaCo and Estrella for the three and nine months ended September 30, 2024 and 2023 as if the acquisition had occurred on January 1, 2023: Three Months Ended Nine Months Ended 2024 2023 2024 2023 Net revenues $ 29,859 $ 29,886 $ 84,508 $ 91,978 Income (loss) from continuing operations before income taxes 59,858 (4,438) (10,132) (37,090) The supplemental pro forma financial information has been prepared using the acquisition method of accounting and is based on the historical financial information of MediaCo and Estrella. The supplemental pro forma financial information does not necessarily represent what the combined companies’ revenue or results of operations would have been had the Estrella Acquisition been completed on January 1, 2023, nor is it intended to be a projection of future operating results of the combined company. It also does not reflect any operating efficiencies or potential cost savings that might be achieved from synergies of combining MediaCo and Estrella. The unaudited supplemental pro forma financial information reflects primarily pro forma adjustments related to fair value estimates for intangibles, property and equipment, debt, preferred stock, interest expense and amortization of deferred financing costs for the debt and preferred stock issuances to finance the Estrella Acquisition. The unaudited supplemental pro forma financial information includes transaction charges associated with the Estrella Acquisition. There are no material, nonrecurring pro forma adjustments directly attributable to the Estrella Acquisition included in the reported pro forma revenue and loss from continuing operations before income taxes.

INTANGIBLE ASSETS

INTANGIBLE ASSETS	9 Months Ended
	Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS	4. INTANGIBLE ASSETS As of September 30, 2024 and December 31, 2023, intangible assets consisted of the following: September 30, 2024 December 31, 2023 Indefinite-lived intangible assets FCC licenses $ 175,476 $ 63,266 Goodwill 14,965 — Definite-lived intangible assets Customer relationships 14,082 — Software 1,224 1,327 Other 31 — Total definite-lived intangible assets, net $ 15,337 $ 1,327 Total noncurrent other intangible assets, net and goodwill $ 205,778 $ 64,593 Valuation of Indefinite-lived Broadcasting Licenses In accordance with ASC Topic 350, Intangibles—Goodwill and Other, the Company’s FCC licenses are considered indefinite-lived intangibles; therefore, they are not subject to amortization, but are tested for impairment at least annually as discussed below. The carrying amounts of the Company’s FCC licenses were $175.5 million and $63.3 million as of September 30, 2024 and December 31, 2023, respectively. Pursuant to our accounting policy and the provisions of ASC350-30, which states that separately recorded indefinite-lived intangible assets should be combined into a single unit of accounting for purposes of testing for impairment if they are operated as a single asset, we aggregate FCC licenses for impairment testing if their signals are simulcast and are operating as one revenue producing asset. The stations perform an annual impairment test of indefinite-lived intangibles as of October 1 of each year. When indicators of impairment are present, we will perform an interim impairment test. There have been no indicators of impairment since we performed our annual impairment assessment as of October 1, 2023 and therefore there has been no need to perform an interim impairment assessment. The FCC licenses consolidated with the Estrella VIE were recorded at fair value as part of the Estrella Acquisition. 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 licenses. 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 licenses. 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 or television 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 and television 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. Valuation of Goodwill As a result of the Estrella Acquisition, the Company recorded $15.0 million of goodwill, which accounts for all goodwill on the condensed consolidated balance sheet as of September 30, 2024, and of which $4.5 million is allocated to our Estrella MediaCo Video & Digital segment and $10.5 million is allocated to our Estrella MediaCo Audio, Digital & Events segment. ASC Topic 350-20-35 requires the Company to test goodwill for impairment at least annually. Under ASC 350 we have the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value as a basis for determining whether it is necessary to perform an annual quantitative goodwill impairment test. We will perform this assessment annually as of October 1, unless indicators of impairment exist at an interim period. There were no indicators of impairment for the current period. When performing a quantitative assessment for impairment, the Company intends to use a market approach to determine the fair value of each reporting unit by multiplying the cash flows of the reporting unit by an estimated market multiple. We believe this methodology for valuing our reporting units is a common approach and the multiples we intend to use will be based on our peer comparisons, analyst reports, and market transactions. To corroborate the fair values determined using the market approach, we intend to also use an income approach, which is a discounted cash flow method to determine the fair value of each reporting unit. If the carrying value of a reporting unit’s goodwill exceeds its fair value, the Company will recognize an impairment charge equal to the difference in the statement of operations. Definite-lived intangibles The following table presents the weighted-average useful life at September 30, 2024, and the gross carrying amount and accumulated amortization at September 30, 2024 and December 31, 2023, for our definite-lived intangible assets: September 30, 2024 December 31, 2023 Weighted Average Remaining Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships 3.7 $ 15,572 $ 1,490 $ 14,082 $ — $ — $ — Software 3.6 1,733 509 1,224 1,583 256 1,327 Other 0.5 56 25 31 — — — Total $ 17,361 $ 2,024 $ 15,337 $ 1,583 $ 256 $ 1,327 The software was developed internally by our radio operations and represents our updated website and mobile application, which offer increased functionality and opportunities to grow and interact with our audience. This software cost $1.7 million to develop and useful lives of five years and seven years were assigned to the application and website, respectively. The customer relationships, favorable leasehold interests, and a time brokerage agreement were acquired as part of the Estrella Acquisition. Total amortization expense from definite-lived intangible assets for each of the three and nine months ended September 30, 2024 and 2023 and included in the depreciation and amortization line item in the condensed consolidated statements of operations was as follows: Three Months Ended Nine Months Ended 2024 2023 2024 2023 Amortization expense $ 836 $ 58 $ 1,768 $ 193 The Company estimates amortization expense each of the next five years as follows: Year ending December 31, Amortization Expense 2024 (from October 1) $ 913 2025 3,306 2026 2,721 2027 2,152 2028 1,571 After 2028 4,674 Total $ 15,337

REVENUE

REVENUE	9 Months Ended
	Sep. 30, 2024
Revenue from Contract with Customer [Abstract]
REVENUE	5. 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. Certain network sales contracts include a guaranteed rating. If the guarantee is not met the Company is obligated to provide additional spots at no charge until the guaranteed rating is met, referred to as a makegood liability. The liability for each contract is calculated by determining the cost per guarantee per the original contract, multiplied by the number of deficiency units. As of September 30, 2024, the makegood liability assumed in the Estrella Acquisition was $9.0 million and is presented in Deferred revenue on the condensed consolidated balance sheets as is expected to be recognized over four years. 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 gr oss revenues. Spot Advertising On-air spot 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. On-air spot broadcast advertising rates are fixed based on each medium’s ability to attract audiences in demographic groups targeted by advertisers and rates can vary based on the time of day and ratings of the programming airing in that day part. 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. Digital Digital revenue relates to revenue generated from the sale of digital marketing services (including video, audio and display advertisements and sponsorships) to advertisers on Company-owned websites and applications as well as through third party publishers or OEM partners either through direct distribution relationships with the partner or through digital advertising exchanges. 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 revenue principally consists 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 trade 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 and television programming. These trade arrangements generally allow the Company to preempt such bartered broadcast time in favor of advertisers who purchase time for cash consideration. These trade arrangements are valued based upon the Company’s estimate of the fair value of the products and services received. Revenue is recognized on trade arrangements when we broadcast the advertisements. Advertisements delivered under trade 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 on-air 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 Due to the Estrella Acquisition, the Company now reports its results in three reportable segments: Estrella MediaCo Video & Digital (“EM-VD”), Estrella MediaCo Audio, Digital & Events (“EM-ADE”), and NY Audio, Digital & Events (“NY-ADE”). The following table presents the Company’s revenues disaggregated by revenue source and segment. Three Months Ended September 30, Nine Months Ended September 30, 2024 % of Total 2023 % of Total 2024 % of Total 2023 % of Total Revenue by Source: EM-VD $ 7,391 24.8 % $ — — % $ 13,191 21.0 % $ — — % EM-ADE 7,781 26.1 % — — % 14,732 23.5 % — — % NY-ADE 4,465 15.0 % 4,328 67.1 % 13,774 21.9 % 14,009 54.2 % Spot Advertising 19,637 65.9 % 4,328 67.1 % 41,697 66.4 % 14,009 54.2 % EM-VD 4,881 16.3 % — — % 7,377 11.8 % — — % EM-ADE 367 1.2 % — — % 516 0.8 % — — % NY-ADE 532 1.8 % 608 9.4 % 2,158 3.4 % 3,053 11.8 % Digital 5,780 19.3 % 608 9.4 % 10,051 16.0 % 3,053 11.8 % EM-VD 166 0.6 % — — % 166 0.3 % — — % EM-ADE 47 0.2 % — — % 142 0.2 % — — % NY-ADE 593 2.0 % 602 9.3 % 1,784 2.8 % 1,812 7.0 % Syndication 806 2.8 % 602 9.3 % 2,092 3.3 % 1,812 7.0 % EM-VD 91 0.3 % — — % 154 0.2 % — — % EM-ADE 669 2.2 % — — % 1,154 1.8 % — — % NY-ADE 129 0.4 % 293 4.5 % 1,816 2.9 % 4,921 19.0 % Events and Sponsorships 889 2.9 % 293 4.5 % 3,124 4.9 % 4,921 19.0 % EM-VD 579 1.9 % — — % 1,209 1.9 % — — % EM-ADE 1,322 4.4 % — — % 2,114 3.4 % — — % NY-ADE 846 2.8 % 616 9.6 % 2,480 4.1 % 2,067 8.0 % Other 2,747 9.1 % 616 9.7 % 5,803 9.4 % 2,067 8.0 % Total net revenues $ 29,859 100 % $ 6,447 100 % $ 62,767 100 % $ 25,862 100 %

LONG-TERM DEBT, WARRANTS, AND S

LONG-TERM DEBT, WARRANTS, AND SERIES B PREFERRED STOCK	9 Months Ended
	Sep. 30, 2024
Debt Disclosure [Abstract]
LONG-TERM DEBT, WARRANTS, AND SERIES B PREFERRED STOCK	6. LONG-TERM DEBT, WARRANTS, AND SERIES B PREFERRED STOCK Long-term debt, Warrant shares, and Series B Preferred Stock was comprised of the following at September 30, 2024 and December 31, 2023. The Emmis Convertible Promissory Note (as defined below) was classified as current at September 30, 2024 and December 31, 2023 as the note matures within the next 12 months. September 30, 2024 December 31, 2023 Emmis Convertible Promissory Note $ 6,458 $ 6,458 First Lien Term Loans 45,000 — Second Lien Term Loan 27,432 — Less: Current maturities (6,458) (6,458) Less: Unamortized original issue discount and deferred financing costs (2,998) — Total long-term debt, net of current portion $ 69,434 $ — Warrant Shares $ 36,104 $ — Series B Preferred Stock $ 34,242 $ — Emmis Convertible Promissory Note The Emmis Convertible Promissory Note carries interest at a base rate equal to the interest on any senior credit facility, including any applicable paid in kind rate, or if no senior credit facility is outstanding, of 6.00%, plus an additional 1.00% on any payment of interest in kind and, without regard to whether the Company pays such interest in kind, an additional increase of 1.00% following the second anniversary of the date of issuance and additional increases of 1.00% 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 September 30, 2024, the principal balance outstanding under the Emmis Convertible Promissory Note was $6.5 million. First Lien Term Loans MediaCo and its direct and indirect subsidiaries entered into a maximum $45.0 million First Lien Credit Agreement with White Hawk Capital Partners, LP, as term agent thereunder, and the lenders party thereto. Under the terms of the First Lien Credit Agreement, MediaCo received an Initial Loan of $35.0 million on April 17, 2024 and was provided with a subsequent delayed draw facility of up to $10.0 million that may be provided for additional working capital purposes under certain conditions. The first of such Delayed Draw Term Loans of $5.0 million was made on May 2, 2024 and the second of such Delayed Draw Term Loans of $5.0 million was made on July 17, 2024. The proceeds of the Initial Loan were used to finance the Estrella Acquisition, pay off certain existing Estrella indebtedness in connection therewith and pay related fees and transaction costs. The Initial Loan will mature on April 17, 2029, and each Delayed Draw Term Loan will mature on the date that is two years after the drawing of such Delayed Draw Term Loan. First Lien Term Loans will be subject to monthly interest payments at a rate of SOFR + 6.00%. Beginning May 2027, monthly amortization payments are required equal to 0.8333% of the initial principal amount of the First Lien Term Loans. The First Lien Term Loans are subject to a borrowing base in accordance with the terms of the First Lien Credit Agreement. In September 2024, the Company entered into the First Amendment of the First Lien Credit Agreement with White Hawk Capital Partners, LP, which provides for $7.5 million of additional Delayed Draw Term Loan Commitments for Delayed Draw Term Loans, and waives the requirement for mandatory prepayment of any net proceeds received as a result of any equity issuances, up to $7.3 million. A fee of $0.3 million was paid in conjunction with entering into this amendment. No amounts have been drawn as of September 30, 2024. Second Lien Term Loan MediaCo and its direct and indirect subsidiaries entered into a $30.0 million second lien term loan credit facility, dated April 17, 2024, with HPS as term agent, and the lenders party thereto. Under the terms of the Second Lien Credit Agreement, MediaCo was deemed to receive the Second Lien Term Loan of $30.0 million on April 17, 2024 in connection with the consummation of the Estrella Acquisition and was recorded at its fair value at that time of $26.5 million. This amount will be accreted up to the principal balance over the term of the loan. The Second Lien Term Loan will mature on April 17, 2029 and will be subject to monthly interest payments at a rate of SOFR + 6.00%, of which the 6.00% may be paid in-kind (“PIK”) at the Company’s election. During the second quarter of 2024, the Company elected to PIK the 6.00% spread monthly. The Second Lien Term Loans are subject to a borrowing base in accordance with the terms of the Second Lien Credit Agreement. Series B Preferred Stock On April 17, 2024, MediaCo issued 60,000 shares of Series B Preferred Stock with an aggregate initial liquidation value of $60.0 million, recorded at its fair value at that time of $32.0 million, which will be accreted up to the redemption value balance over the term. The Series B Preferred Stock rank senior and in priority of payment to all other equity securities of MediaCo, including with respect to any repayment, redemption, distributions, bankruptcy, insolvency, liquidation, dissolution or winding-up. Pursuant to the Series B Articles of Amendment, the ability of MediaCo 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 Series B Preferred Stock, will be subject to certain restrictions. Issued and outstanding shares of Series B Preferred Stock will accrue dividends, payable in kind, at an annual rate equal to 6.00% of the liquidation value thereof, subject to increase upon the occurrence of certain trigger events set forth in the Series B Articles of Amendment. The Series B Preferred Stock is not convertible into any other equity securities of the Company. As the Series B Preferred Stock is mandatorily redeemable after seven years and does not contain an equity conversion option, it is classified as a long-term liability. Warrant Shares On April 17, 2024, in connection with the Estrella Acquisition, MediaCo issued the Warrant, which provides for the purchase of up to 28,206,152 shares of Class A common stock, subject to customary adjustments as set forth in the Warrant, at an exercise price per share of $0.00001. Subject to certain limitations, the Warrant also provides that the Warrant holder has the right to participate in distributions on Class A common stock on an as-exercised basis. The Warrant further provides that in no event shall the aggregate number of Warrant Shares issuable to the Warrant holder upon exercise of the Warrant exceed 19.9% of the aggregate number of shares of common stock of MediaCo outstanding (the “Share Cap”), or the voting power of such outstanding shares of common stock, on the business day immediately preceding the issue date for such Warrant Shares, calculated in accordance with the applicable rules of the Nasdaq, unless and until shareholder approval. As such, all Warrant Shares are classified as a liability at their fair value based on the closing price of MediaCo Class A common stock unless and until shareholder approval is obtained. Changes in fair value are recorded in change in fair value of warrant shares liability in the condensed consolidated statements of operations. The Warrant terminates six-months from the date shareholder approval is obtained, at which point, to the extent not fully exercised, the Warrant shall be deemed automatically exercised. Based on amounts outstanding at September 30, 2024, mandatory principal payments of long-term debt and preferred stock for the next five years and thereafter are summarized below: Year ended December 31, Emmis Note First Lien Term Loans Second Lien Term Loan Series B Preferred Stock Total Payments Remainder of 2024 (from October 1) $ 6,458 $ — $ — $ — $ 6,458 2025 — — — — — 2026 — 10,000 — — 10,000 2027 — 2,333 — — 2,333 2028 — 3,500 — — 3,500 After 2028 — 29,167 30,000 60,000 119,167 Total $ 6,458 $ 45,000 $ 30,000 $ 60,000 $ 141,458

REGULATORY, LEGAL AND OTHER MAT

REGULATORY, LEGAL AND OTHER MATTERS	9 Months Ended
	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
REGULATORY, LEGAL AND OTHER MATTERS	7. REGULATORY, LEGAL AND OTHER MATTERS From time to time, our stations are parties to various legal proceedings arising in the ordinary course of business. In the opinion of management of the Company, however, there are no legal proceedings pending against the Company that we believe are likely to have a material adverse effect on the Company. On September 15, 2023, the Company received a notification letter from the Nasdaq Listing Qualifications Department (the “Staff”) notifying the Company that, because the closing bid price for the Company's Class A common stock was below $1.00 for 30 consecutive business days, the Company no longer met the minimum bid price requirement for continued listing on The Nasdaq Capital Market under Nasdaq Marketplace Rule 5550(a)(2), requiring a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A)(ii), the Company was given 180 calendar days, or until March 13, 2024, to regain compliance with the Minimum Bid Price Requirement. The Company did not achieve compliance during that period. On March 14, 2024, the Company received a notification letter from the Staff notifying the Company that that it had been granted an additional 180 days, or until September 9, 2024, to regain compliance with the Minimum Bid Price Requirement, based on meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on The Nasdaq Capital Market with the exception of the bid price requirement, and the Company’s written notice of its intention to cure the deficiency during the second compliance period. On April 17, 2024, the Company received a notification letter from the Staff indicating that the Company has regained compliance with Nasdaq’s Minimum Bid Price Requirement and the matter was thus closed. On August 20, 2024, the Company received a notification letter from the Staff of the Nasdaq notifying the Company that it was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”) as a result of its failure to timely file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 (the “Q2 2024 Form 10-Q”), as described more fully in the Company’s Form 12b-25 Notification of Late Filing (the “Form 12b-25”) filed with the SEC on August 14, 2024. The Listing Rule requires Nasdaq-listed companies to timely file all required periodic reports with the SEC. The Notice indicated that the Company had until October 21, 2024 to submit a plan to regain compliance with the Listing Rule with respect to the delinquent filing, and that any additional Nasdaq Staff exception to allow the Company to regain compliance with the delinquent filing would be limited to a maximum of 180 calendar days from the due date of the Q2 2024 Form 10-Q (as extended pursuant to Rule 12b-25 under the Securities Exchange Act of 1934, as amended), or February 17, 2025. As described in the Form 12b-25, the filing of the Q2 2024 Form 10-Q was delayed due to delays in finalizing financial statements for the quarter ended June 30, 2024 related to the inclusion in the results for such period of the operations of the business acquired in the Estrella Acquisition, which delay could not be eliminated without unreasonable effort or expense. The Company regained compliance on September 18, 2024 upon filing of the Q2 2024 Form 10-Q.

INCOME TAXES

INCOME TAXES	9 Months Ended
	Sep. 30, 2024
Income Tax Disclosure [Abstract]
INCOME TAXES	8. INCOME TAXES The effective tax rate for the nine months ended September 30, 2024 and 2023 was 17% and 5%, respectively. Our effective tax rate for the nine months ended September 30, 2024 differs from the statutory tax rate primarily due to the recognition of additional valuation allowance. ASC paragraph 740-10 clarified the accounting for uncertainty in income taxes by prescribing a recognition threshold and measurement attribute of the financial statement recognition and measurement of a tax position taken or expected to be taken within a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest benefit that reaches greater than 50% likelihood of being realized upon ultimate settlement. In 2023, we recorded approximately $390 thousand of gross tax liability for uncertain tax positions related to federal and state income tax returns filed. Additionally, we recognize accrued interest and penalties related to unrecognized tax benefits as components of our income tax provision. As of September 30, 2024, the amount of interest accrued was approximately $52 thousand, which did not include the federal tax benefit of interest deductions.

LEASES

LEASES	9 Months Ended
	Sep. 30, 2024
Leases [Abstract]
LEASES	9. 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 December 2047 and finance leases for broadcast tower space expiring in March 2029. Some leases have options to extend and some have options to terminate. Operating leases are included in lease right-of-use assets, current operating lease liabilities, and noncurrent operating lease liabilities in our condensed consolidated balance sheets. Finance leases are included in lease right-of-use assets, current finance lease liabilities, and noncurrent finance lease liabilities in our condensed consolidated balance sheets. 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. 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. Finance lease expense is composed of the depreciation of the lease asset and accretion of the lease liability and presented as part of Depreciation and amortization expense and Interest expense, respectively, in the condensed consolidated statements of operations. 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 12 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 nine months ended September 30, 2024 and 2023 was not material. On November 18, 2022, the Company entered into a lease agreement in New York City for our radio operations and corporate offices with a lease commencement date of February 1, 2023 and a noncancellable lease term through October 2039. This resulted in a right of use asset of $10.4 million and an operating lease liability of $10.4 million when recorded at lease commencement. The impact of operating leases to our condensed consolidated financial statements was as follows: Three Months Ended Nine Months Ended 2024 2023 2024 2023 Operating lease cost $ 2,416 $ 915 $ 4,823 $ 2,974 Operating cash flows from operating leases 1,660 334 3,203 2,022 Right-of-use assets obtained in exchange for new operating lease liabilities — — — 10,391 September 30, 2024 December 31, 2023 Weighted average remaining lease term - operating leases (in years) 12.9 14.0 Weighted average discount rate - operating leases 11.6 % 11.4 % The impact of finance leases to our condensed consolidated financial statements was as follows: Three Months Ended Nine Months Ended 2024 2023 2024 2023 Finance lease cost $ 235 $ — $ 434 $ — Cash flows from finance leases 187 — 311 — September 30, 2024 December 31, 2023 Weighted average remaining lease term - finance leases (in years) 4.5 0.0 Weighted average discount rate - finance leases 11.3 % — % As of September 30, 2024, the annual minimum lease payments of our operating lease liabilities were as follows: Year ending December 31, 2024 (from October 1) $ 1,671 2025 6,975 2026 7,501 2027 7,071 2028 7,027 After 2028 67,671 Total lease payments 97,916 Less imputed interest (51,188) Total recorded operating lease liabilities $ 46,728 As of September 30, 2024, the annual minimum lease payments of our finance lease liabilities were as follows: Year ending December 31, 2024 (from October 1) $ 187 2025 768 2026 799 2027 831 2028 864 After 2028 218 Total lease payments 3,667 Less imputed interest (798) Total recorded finance lease liabilities $ 2,869

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	10. RELATED PARTY TRANSACTIONS Transaction Agreement with Emmis and SG Broadcasting On June 28, 2019, MediaCo entered into a Contribution and Distribution Agreement with Emmis Communications Corporation (“Emmis”) and SG Broadcasting, pursuant to which (i) Emmis contributed the assets of its radio stations WQHT-FM and WBLS-FM, in exchange for $91.5 million in cash, a $5.0 million note and 23.72% of the common stock of MediaCo, (ii) Standard General purchased 76.28% of the common stock of MediaCo, and (iii) the common stock of MediaCo received by Emmis was distributed pro rata in a taxable dividend to Emmis’ shareholders on January 17, 2020. The common stock of MediaCo acquired by Standard General is entitled to ten votes per share and the common stock acquired by Emmis and distributed to Emmis’ shareholders is entitled to one vote per share. Convertible Promissory Notes As a result of the transaction described above, on November 25, 2019, we issued a convertible promissory note to Emmis (such note, the “Emmis Convertible Promissory Note”) in the amount of $5.0 million. Through December 31, 2022, there were annual interest amounts paid in kind on the Emmis Convertible Promissory Note such that the principal balances outstanding as of December 31, 2022 was $6.0 million. For the year ended December 31, 2023, interest of $0.5 million was paid-in-kind and added to the principal balance outstanding. Consequently, the principal amount outstanding as of December 31, 2023 and September 30, 2024 under the Emmis Convertible Promissory Note was $6.5 million. The Company recognized interest expense of $0.7 million and $0.4 million related to the Emmis Convertible Promissory Note for the nine months ended September 30, 2024 and 2023, respectively. The terms of the Emmis Convertible Promissory Note are described in Note 6. 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 preferred stock. In April 2024, all outstanding shares of Series A preferred stock were converted in accordance with their terms into 20.7 million shares of MediaCo Class A common stock. Prior to being converted, the MediaCo Series A preferred stock ranked 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 that established the terms of the Series A preferred stock, issued and outstanding shares of MediaCo Series A preferred stock accrued cumulative dividends, payable in kind, at an annual rate equal to the interest rate on any senior debt of the Company (see Note 6), 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. Dividends on Series A Convertible Preferred Stock held by SG Broadcasting were $0.9 million and $1.8 million, respectively, for the nine months ended September 30, 2024 and 2023. As of December 31, 2023, unpaid cumulative dividends were $0.2 million and included in the balance of preferred stock in the accompanying condensed consolidated balance sheets. Consulting Agreements & Other Activity In October 2023, we entered into agreements with five consultants that are currently employed by affiliates of Standard General. One of the agreements had a term that expired on February 1, 2024 and was billed at an hourly rate of $125 per hour. One of the agreements, billed at a rate of $8,400 per month expired on May 31, 2024. Two of the agreements billed at rates of $6,000 and $12,000 per month were extended through September 30, 2024. One agreement may be terminated at any time by either party and is billed at $18,000 per month, plus expenses. For the nine months ended September 30, 2024, $0.4 million of fees were incurred related to these agreements. These agreements were terminated as of September 30, 2024. In March 2024, we made payments of $15,000 to the National Association of Investment Companies, of which a member of our board of directors is the President & CEO. On October 29, 2024, the Company and Standard Media Group LLC (“SMG”) entered into an Employee Leasing Agreement, effective as of October 1, 2024 (the “Leasing Agreement”). Under the Leasing Agreement, the Company will obtain the services of several SMG employees to serve various roles for the Company, including with respect to the legal, digital products, broadcast IT, and news operations function. The Leasing Agreement is an at-cost arrangement, with the Company paying only for a percentage of the actual cost of employing each leased employee, with no markup or service fees above the Company’s share of the actual fully-loaded cost of each leased employee.

SEGMENT INFORMATION

SEGMENT INFORMATION	9 Months Ended
	Sep. 30, 2024
Segment Reporting [Abstract]
SEGMENT INFORMATION	11. SEGMENT INFORMATION Due to the Estrella Acquisition, the Company now reports its results in three reportable segments: Estrella MediaCo Video & Digital (“EM-VD”), Estrella MediaCo Audio, Digital & Events (“EM-ADE”), and NY Audio, Digital & Events (“NY-ADE”). The results of the EstrellaTV network and all of the Estrella MediaCo television operations, including digital, are included in our EM-VD segment. The Estrella MediaCo radio, digital and events operations are included in our EM-ADE segment. The operations of our two New York radio stations are included in our NY-ADE segment. These business segments are consistent with the Company’s management of these businesses and its financial reporting structure in development after the acquisition. In addition to the reportable segments above, the Company has a Corporate and Other category that includes expenses not directly attributable to a specific reportable segment. These unallocated expenses primarily consist of broad corporate functions, including executive management, legal, human resources, corporate accounting and finance, and technology. Revenue and operating income (loss) by reportable segment, and corporate and other, and the reconciliation to consolidated income (loss) from continuing operations before income taxes were as follows for the three and nine months ended September 30, 2024 and 2023: Three Months Ended September 30, 2024 EM-VD EM-ADE NY-ADE Corporate and other Consolidated Net revenues $ 13,108 $ 10,186 $ 6,565 $ — $ 29,859 Operating expenses excluding depreciation and amortization expense 16,581 10,010 6,081 — 32,672 Corporate expenses — — — 2,319 2,319 Depreciation and amortization 1,259 348 134 — 1,741 Operating (loss) income $ (4,732) $ (172) $ 350 $ (2,319) $ (6,873) Three Months Ended September 30, 2023 EM-VD EM-ADE NY-ADE Corporate and other Consolidated Net revenues $ — $ — $ 6,447 $ — $ 6,447 Operating expenses excluding depreciation and amortization expense — — 7,175 — 7,175 Corporate expenses — — — 1,095 1,095 Depreciation and amortization — — 130 — 130 Loss (gain) on disposal of assets — — 11 — 11 Operating loss $ — $ — $ (869) $ (1,095) $ (1,964) Nine Months Ended September 30, 2024 EM-VD EM-ADE NY-ADE Corporate and other Consolidated Net revenues $ 22,097 $ 18,658 $ 22,012 $ — $ 62,767 Operating expenses excluding depreciation and amortization expense 32,151 19,408 22,410 — 73,969 Corporate expenses — — — 9,154 9,154 Depreciation and amortization 2,273 627 405 — 3,305 Loss on disposal of assets — 5 — — 5 Operating loss $ (12,327) $ (1,382) $ (803) $ (9,154) $ (23,666) Nine Months Ended September 30, 2023 EM-VD EM-ADE NY-ADE Corporate and other Consolidated Net revenues $ — $ — $ 25,862 $ — $ 25,862 Operating expenses excluding depreciation and amortization expense — — 25,458 — 25,458 Corporate expenses — — — 3,981 3,981 Depreciation and amortization — — 437 — 437 Gain on disposal of assets — — (28) — (28) Operating loss $ — $ — $ (5) $ (3,981) $ (3,986) Assets by reportable segment were as follows: September 30, December 31, Assets EM-VD $ 79,051 $ — EM-ADE 161,788 — NY-ADE 97,518 95,491 Total $ 338,357 $ 95,491

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	12. SUBSEQUENT EVENTS

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023
Pay vs Performance Disclosure
Net income	$ 54,926	$ (48,307)	$ (3,677)	$ (2,316)	$ (421)	$ (2,107)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Organization	Organization MediaCo Holding Inc., its subsidiaries, and a variable interest entity (“VIE”) (collectively, “MediaCo” or the “Company”) is an owned and operated multi-media company formed in Indiana in 2019, focused on television, radio and digital advertising, premium programming and events. On April 17, 2024, MediaCo Holding Inc. and its wholly-owned subsidiary MediaCo Operations LLC, a Delaware limited liability company (“Purchaser”), entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Estrella Broadcasting, Inc., a Delaware corporation (“Estrella”), and SLF LBI Aggregator, LLC, a Delaware limited liability company (“Aggregator”) and affiliate of HPS Investment Partners, LLC (“HPS”), pursuant to which Purchaser purchased substantially all of the assets of Estrella and its subsidiaries (other than certain broadcast assets owned by Estrella and its subsidiaries (the “Estrella Broadcast Assets”)) (the “Purchased Assets”), and assumed substantially all of the liabilities (the “Assumed Liabilities”) of Estrella and its subsidiaries (such transactions, collectively, the “Estrella Acquisition”). MediaCo Operations LLC operates the Purchased Assets under the trade name Estrella MediaCo. Our assets consist of two radio stations located in New York City, WQHT(FM) and WBLS(FM) (the “Stations”), which serve the New York City demographic market area and primarily target Black, Hispanic, and multi-cultural consumers, and as a result of the Estrella Acquisition, Estrella’s network, content, digital, and commercial operations, including network affiliation and program supply agreements with Estrella for its 11 radio stations serving Los Angeles, CA, Houston, TX, and Dallas, TX and nine television stations serving Los Angeles, CA, Houston, TX, Denver, CO, and Miami, FL. Among the Estrella brands that joined MediaCo are the EstrellaTV network, its influential linear and digital video content business, Estrella’s expansive digital channels, including its four FAST channels - EstrellaTV, Estrella News, Cine EstrellaTV - and Estrella Games, and the EstrellaTV app. See Note 3 for additional information. We derive our revenues primarily from radio, television and digital advertising sales, but we also generate revenues from events, including sponsorships and ticket sales, licensing, and syndication. Unless the context otherwise requires, references to “we”, “us” and “our” refer to MediaCo, its subsidiaries and the Estrella VIE (as defined below), collectively.
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. The Company determined that the Estrella entities holding the Estrella Broadcast Assets (the “Estrella VIE”) are a VIE in which the Company holds a controlling financial interest. Pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) paragraph 810-10-25-38A and paragraph 810-10-25-38B, a reporting entity (in this case, the Company) is deemed to have a controlling financial interest in a VIE if it has both of the following characteristics: a. The power to direct the activities of the VIE that most significantly impact the VIE’s economic performance; and b. The obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company determined that since the major factors in the economic performance of the Estrella VIE are the popularity of the programming provided by the Company to the Estrella VIE and the Company’s sale of advertising in that programming, the Company is the primary beneficiary of the VIE, and the remaining assets and liabilities of the Estrella VIE should be consolidated in the Company’s consolidated financial statements as of April 17, 2024. The Company accounts for noncontrolling interest in accordance with ASC 810, which requires companies with noncontrolling interests to disclose such interests as a portion of equity but separate from the Parent’s equity. The noncontrolling interests’ portion of net income (loss) is presented on the condensed consolidated statement of operations.
Going Concern	Going Concern The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Pursuant to ASC Topic 205-40, Going Concern , the Company is required to evaluate whether there is substantial doubt about its ability to continue as a going concern within one year of the date of issuance of these financial statements (November 14, 2024). In conducting this analysis, management considered the Company’s current projections of future cash flows, current financial condition, sources of liquidity and debt service obligations due on or before November 14, 2025. The Company has experienced diminished revenues and profitability, driven in part by weaker sales for our annual Summer Jam concert, and expects these conditions to continue for an undetermined period of time. Management has considered these circumstances in assessing the Company’s liquidity over the next year. Liquidity is a measure of an entity’s ability to meet potential cash requirements, maintain its assets, fund its operations, and meet the other general cash needs of its business. The Company’s liquidity is impacted by general economic, financial, competitive, and other factors beyond its control. The Company’s liquidity requirements consist primarily of funds necessary to pay its expenses, principally debt service and operational expenses, such as labor costs, and other related expenditures. The Company generally satisfies its liquidity needs through cash provided by operations. In addition, the Company has taken steps to enhance its ability to fund its operational expenses by reducing various costs and is prepared to take additional steps as necessary. At September 30, 2024, we had $6.5 million outstanding to Emmis under the Emmis Convertible Promissory Note (as defined in Note 10), all of which is classified as current, and debt service obligations of approximately $7.3 million due under the Emmis Convertible Promissory Note from November 14, 2024 (the date of issuance of these financial statements) through November 14, 2025. In September 2024, the Company entered into the First Amendment of the First Lien Credit Agreement with White Hawk Capital Partners, LP, which provides for $7.5 million of additional Delayed Draw Term Loan Commitments in addition to an aggregate $10.0 million in existing Delayed Draw Term Loans, and waives the requirement for mandatory prepayment of any net proceeds received as a result of any equity issuances, up to $7.3 million. Each Delayed Draw Term Loan will mature on the date that is two years after the drawing of such Delayed Draw Term Loan. See Note 3 for additional information. As a result of this amendment, management anticipates the Company will be able to meet its liquidity needs for the next 12 months with cash and cash equivalents on hand, additional draws on its First Lien Term Loan, and projected cash flows from operations. Therefore, substantial doubt has been alleviated about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued.
Programming Rights	Programming Rights MediaCo has elected to record programming right assets and liabilities acquired from third parties at the gross amount at inception. These programming rights are amortized, on a straight-line basis, over the license term, beginning in the period in which the license period begins and program becomes available for broadcast in accordance with ASC Topic 920, Entertainment - Broadcasters. Program rights expected to be amortized to expense in the following 12-month period are classified as current assets and program rights payable within the following 12-month period are classified as current liabilities. All program rights payable are included in accounts payable and accrued expenses except for $5.1 million which is included in noncurrent program rights payable. Amortization expense for the three and nine months ended September 30, 2024 was $0.9 million and $1.7 million, respectively, which is included in operating expenses excluding depreciation and amortization. These programming rights are primarily related to one agreement which ends in February 2028.
Cash and Cash Equivalents	Cash, Cash Equivalents and Restricted Cash MediaCo considers time deposits, money market fund shares and all highly liquid debt investment instruments with original maturities of three months or less to be cash equivalents. At times, such deposits may be in excess of FDIC insurance limits. Restricted cash at December 31, 2023 consisted of $1.3 million held in escrow related to the Company's disposition of the Fairway business, classified in current assets, as to which the restrictions were released in June 2024. Additionally, restricted cash of $1.9 million as of September 30, 2024 and December 31, 2023 was held as collateral for a letter of credit entered into in connection with the lease in New York City for our radio operations and corporate offices, which expires in October 2039, and restricted cash of $0.5 million as of September 30, 2024 was held for a collateral account related to merchant banking for the Company’s purchase card program and for an office lease security deposit, all included in the line item Deposits and Other in the condensed consolidated balance sheets.
Restricted Cash	Cash, Cash Equivalents and Restricted Cash MediaCo considers time deposits, money market fund shares and all highly liquid debt investment instruments with original maturities of three months or less to be cash equivalents. At times, such deposits may be in excess of FDIC insurance limits. Restricted cash at December 31, 2023 consisted of $1.3 million held in escrow related to the Company's disposition of the Fairway business, classified in current assets, as to which the restrictions were released in June 2024. Additionally, restricted cash of $1.9 million as of September 30, 2024 and December 31, 2023 was held as collateral for a letter of credit entered into in connection with the lease in New York City for our radio operations and corporate offices, which expires in October 2039, and restricted cash of $0.5 million as of September 30, 2024 was held for a collateral account related to merchant banking for the Company’s purchase card program and for an office lease security deposit, all included in the line item Deposits and Other in the condensed consolidated balance sheets.
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 that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs 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. (see Note 4 for additional information). The Company’s Warrant Shares (as defined in Note 3) are classified as a liability for which the fair value is measured on a recurring basis using Level 2 inputs (see Note 6 for additional information). 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 4, 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 4 for additional information). 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 as it is variable rate debt.
Allowance for Credit Losses	Allowance for Credit Losses
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
Recent Accounting Pronouncements Not Yet Implemented	Recent Accounting Pronouncements Not Yet Implemented In November 2024, the FASB issued ASU 2024-03, Accounting Standards Update (“ASU”) 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses to improve financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. The amendments in this ASU do not change or remove current expense disclosure requirements; however, the amendments affect where such information appears in the notes to financial statements because entities are required to include certain current disclosures in the same tabular format disclosure as the other disaggregation requirements in the amendments. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. We are currently assessing the impact this standard will have on our condensed consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which is intended to enhance the transparency and decision usefulness of income tax disclosures by enhancing information about how an entity’s operations and related tax risks and its tax planning and operation opportunities affect its tax rate and prospects for future cash flows. This guidance is effective for fiscal years beginning after December 31, 2024, with early adoption permitted. Adoption allows for prospective application, with retrospective application permitted. We are currently assessing the impact this standard will have on our condensed consolidated financial statements, including, but not limited to, our income taxes footnote disclosure. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures to update reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. This update is effective beginning with our 2024 fiscal year annual reporting period, with early adoption permitted. We are currently assessing the impact this standard will have on our condensed consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Accounts Receivable, Allowance for Credit Loss	The activity in the allowance for credit losses for the three and nine months ended September 30, 2024 and 2023 was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Beginning Balance $ 679 $ 102 $ 353 $ 122 Additions Related to Estrella Acquisition 87 — 583 — Change in Provision 35 (3) 114 (23) Write Offs (9) — (258) — Ending Balance $ 792 $ 99 $ 792 $ 99
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 Nine Months Ended 2024 2023 2024 2023 Numerator: Income (loss) from continuing operations $ 54,926 $ (2,153) $ 2,942 $ (4,538) Less: Net loss (income) attributable to noncontrolling interests (639) — (1,467) — Less: Preferred stock dividends — (602) (851) (1,788) Income (loss) from continuing operations available to common shareholders 54,287 (2,755) 624 (6,326) Loss from discontinued operations, net of income taxes — (163) — (306) Net income (loss) attributable to common shareholders for basic earnings per share 54,287 (2,918) 624 (6,632) Add: Interest expense related to convertible Emmis promissory note (1) 252 — — — Add: Net (loss) income attributable to noncontrolling interests $ 639 $ — $ — $ — Net income (loss) attributable to common shareholders for diluted earnings per share $ 55,178 $ (2,918) $ 624 $ (6,632) Denominator: Weighted-average shares of common stock outstanding — basic 74,271 24,713 54,939 25,032 Dilutive items: Convertible Emmis promissory note 2,305 — — — Option agreement shares 7,052 — — — Restricted stock awards 549 — 607 — Weighted-average shares of common stock outstanding — diluted 84,177 24,713 55,546 25,032 Earnings per share of common stock attributable to common shareholders: Net income (loss) per share attributable to common shareholders - basic: Continuing operations $ 0.73 $ (0.11) $ 0.01 $ (0.25) Discontinued operations — (0.01) — (0.01) Net income (loss) per share attributable to common shareholders - basic: $ 0.73 $ (0.12) $ 0.01 $ (0.26) Net income (loss) per share attributable to common shareholders - diluted: Continuing operations $ 0.66 $ (0.11) $ 0.01 $ (0.25) Discontinued operations — (0.01) — (0.01) Net income (loss) per share attributable to common shareholders - diluted: $ 0.66 $ (0.12) $ 0.01 $ (0.26) (1) The dilutive effect of the convertible Emmis promissory note was determined using the if-converted method, in accordance with which the note is assumed to be converted into common stock at the beginning of the reporting period. Interest expense, net of any income tax effects, is added back to the numerator of the calculation.
Schedule of Convertible Equity Shares and Restricted Stock Awards Excluded from Calculation of Diluted Net Loss per Share	The following convertible equity shares, convertible promissory note shares, option agreement 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 Nine Months Ended (in thousands) 2024 2023 2024 2023 Convertible Emmis promissory note — 5,432 9,727 4,844 Option agreement shares — — 4,272 — Series A convertible preferred stock — 24,040 16,350 21,396 Restricted stock awards — 251 — 336 Total anti-dilutive shares — 29,723 30,349 26,576

DISCONTINUED OPERATIONS (Tables

DISCONTINUED OPERATIONS (Tables)	9 Months Ended
	Sep. 30, 2024
Discontinued Operations and Disposal Groups [Abstract]
Disposal Groups, Including Discontinued Operations	The following table presents the financial results of Fairway: Three Months Ended Nine Months Ended 2024 2023 2024 2023 Net revenues $ — $ — $ — $ — OPERATING EXPENSES Operating expenses excluding depreciation and amortization expense — 267 — 410 Total operating expenses — 267 — 410 Income (loss) from operations of discontinued operations — (267) — (410) Interest and other, net — — — — Income (loss) from discontinued operations, before income taxes — (267) — (410) Income tax benefit (expense) — 104 — 104 Income (loss) from discontinued operations, net of income taxes $ — $ (163) $ — $ (306)

BUSINESS COMBINATIONS (Tables)

BUSINESS COMBINATIONS (Tables)	9 Months Ended
	Sep. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
Schedule of Consideration Transferred	The Estrella Acquisition comprises the new Estrella MediaCo Video & Digital and Estrella MediaCo Audio, Digital & Events segments. The following tables summarize the preliminary fair value of cash and noncash consideration transferred, assets acquired, and liabilities assumed as of the acquisition date: Preliminary Valuation as of April 17, 2024 Cash Consideration 25,499 Noncash Consideration: Warrants (1) 70,515 Series B Preferred Stock (2) 31,975 Second Lien Term Loan (2) 26,534 Total Noncash Consideration 129,024 Total Consideration 154,523 (1) Represents the fair value of warrants to purchase 28,206,152 shares of Class A common stock issued in the Estrella Transactions valued at the closing price on the day prior to close of $2.50. (2) Represents the fair value of the Series B Preferred Stock and Second Lien Term Loan using a required yield of 15.23% and 14.14%, respectively.
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed	Preliminary Valuation and Allocation as of April 17, 2024 Cash and cash equivalents 18,124 Accounts receivable, net of allowance for doubtful accounts of $583 16,324 Prepaid expenses 1,838 Current programming rights 3,635 Other current assets 555 Property and equipment, net 17,897 Intangible assets, net 127,838 Right of use assets 47,361 Goodwill 14,965 Noncurrent programming rights 6,607 Deposits and other 689 Assets acquired 255,833 Accounts payable and accrued expenses 32,033 Deferred revenue 9,209 Operating lease liabilities 31,109 Finance lease liabilities 3,029 Other Liabilities 8,301 Liabilities assumed 83,681 Fair value of noncontrolling interests (1) 17,629 Net assets acquired 154,523 (1) Fair value of noncontrolling interests based on 7,051,538 warrants issued in Option Agreement valued at the closing price on the day prior to close of $2.50.
Schedule of Variable Interest Entities	The carrying amounts of the VIE’s consolidated assets and liabilities included in the condensed consolidated balance sheet are as follows: September 30, Cash and cash equivalents $ 4,519 Accounts receivable, net of allowance for doubtful accounts of $396 10,308 Prepaid expenses 504 Current programming rights 13 Other current assets 28 Total current assets 15,372 PROPERTY AND EQUIPMENT, NET 8,505 OTHER INTANGIBLE ASSETS, NET 112,210 OTHER ASSETS: Operating lease right of use assets 2,789 Deposits and other 578 Total other assets 3,367 Total assets $ 139,454 CURRENT LIABILITIES: Accounts payable and accrued expenses $ 4,547 Deferred revenue 858 Operating lease liabilities 353 Income taxes payable 2,027 Total current liabilities 7,785 OPERATING LEASE LIABILITIES, NET OF CURRENT 2,460 OTHER NONCURRENT LIABILITIES 3,870 Total liabilities 14,115 Net assets 125,339 The summarized operating results of the VIE are as follows: Three Months Ended Nine Months Ended 2024 2023 2024 2023 Net revenues $ 3,447 $ — $ 6,621 $ — Operating income 637 — 1,464 — Net income 639 — 1,467 —
Business Acquisition, Pro Forma Information	The following table presents the estimated unaudited pro forma combined results of MediaCo and Estrella for the three and nine months ended September 30, 2024 and 2023 as if the acquisition had occurred on January 1, 2023: Three Months Ended Nine Months Ended 2024 2023 2024 2023 Net revenues $ 29,859 $ 29,886 $ 84,508 $ 91,978 Income (loss) from continuing operations before income taxes 59,858 (4,438) (10,132) (37,090)

INTANGIBLE ASSETS (Tables)

INTANGIBLE ASSETS (Tables)	9 Months Ended
	Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Intangible Assets	As of September 30, 2024 and December 31, 2023, intangible assets consisted of the following: September 30, 2024 December 31, 2023 Indefinite-lived intangible assets FCC licenses $ 175,476 $ 63,266 Goodwill 14,965 — Definite-lived intangible assets Customer relationships 14,082 — Software 1,224 1,327 Other 31 — Total definite-lived intangible assets, net $ 15,337 $ 1,327 Total noncurrent other intangible assets, net and goodwill $ 205,778 $ 64,593
Schedule of Definite-Lived Intangible Assets	The following table presents the weighted-average useful life at September 30, 2024, and the gross carrying amount and accumulated amortization at September 30, 2024 and December 31, 2023, for our definite-lived intangible assets: September 30, 2024 December 31, 2023 Weighted Average Remaining Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships 3.7 $ 15,572 $ 1,490 $ 14,082 $ — $ — $ — Software 3.6 1,733 509 1,224 1,583 256 1,327 Other 0.5 56 25 31 — — — Total $ 17,361 $ 2,024 $ 15,337 $ 1,583 $ 256 $ 1,327
Finite-Lived Intangible Assets Amortization Expense	Total amortization expense from definite-lived intangible assets for each of the three and nine months ended September 30, 2024 and 2023 and included in the depreciation and amortization line item in the condensed consolidated statements of operations was as follows: Three Months Ended Nine Months Ended 2024 2023 2024 2023 Amortization expense $ 836 $ 58 $ 1,768 $ 193
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense	The Company estimates amortization expense each of the next five years as follows: Year ending December 31, Amortization Expense 2024 (from October 1) $ 913 2025 3,306 2026 2,721 2027 2,152 2028 1,571 After 2028 4,674 Total $ 15,337

REVENUE (Tables)

REVENUE (Tables)	9 Months Ended
	Sep. 30, 2024
Revenue from Contract with Customer [Abstract]
Schedule of Disaggregation of Revenue	Due to the Estrella Acquisition, the Company now reports its results in three reportable segments: Estrella MediaCo Video & Digital (“EM-VD”), Estrella MediaCo Audio, Digital & Events (“EM-ADE”), and NY Audio, Digital & Events (“NY-ADE”). The following table presents the Company’s revenues disaggregated by revenue source and segment. Three Months Ended September 30, Nine Months Ended September 30, 2024 % of Total 2023 % of Total 2024 % of Total 2023 % of Total Revenue by Source: EM-VD $ 7,391 24.8 % $ — — % $ 13,191 21.0 % $ — — % EM-ADE 7,781 26.1 % — — % 14,732 23.5 % — — % NY-ADE 4,465 15.0 % 4,328 67.1 % 13,774 21.9 % 14,009 54.2 % Spot Advertising 19,637 65.9 % 4,328 67.1 % 41,697 66.4 % 14,009 54.2 % EM-VD 4,881 16.3 % — — % 7,377 11.8 % — — % EM-ADE 367 1.2 % — — % 516 0.8 % — — % NY-ADE 532 1.8 % 608 9.4 % 2,158 3.4 % 3,053 11.8 % Digital 5,780 19.3 % 608 9.4 % 10,051 16.0 % 3,053 11.8 % EM-VD 166 0.6 % — — % 166 0.3 % — — % EM-ADE 47 0.2 % — — % 142 0.2 % — — % NY-ADE 593 2.0 % 602 9.3 % 1,784 2.8 % 1,812 7.0 % Syndication 806 2.8 % 602 9.3 % 2,092 3.3 % 1,812 7.0 % EM-VD 91 0.3 % — — % 154 0.2 % — — % EM-ADE 669 2.2 % — — % 1,154 1.8 % — — % NY-ADE 129 0.4 % 293 4.5 % 1,816 2.9 % 4,921 19.0 % Events and Sponsorships 889 2.9 % 293 4.5 % 3,124 4.9 % 4,921 19.0 % EM-VD 579 1.9 % — — % 1,209 1.9 % — — % EM-ADE 1,322 4.4 % — — % 2,114 3.4 % — — % NY-ADE 846 2.8 % 616 9.6 % 2,480 4.1 % 2,067 8.0 % Other 2,747 9.1 % 616 9.7 % 5,803 9.4 % 2,067 8.0 % Total net revenues $ 29,859 100 % $ 6,447 100 % $ 62,767 100 % $ 25,862 100 %

LONG-TERM DEBT, WARRANTS, AND_2

LONG-TERM DEBT, WARRANTS, AND SERIES B PREFERRED STOCK (Tables)	9 Months Ended
	Sep. 30, 2024
Debt Disclosure [Abstract]
Schedule of Long-Term Debt Instruments, Warrants, and Preferred Stock	Long-term debt, Warrant shares, and Series B Preferred Stock was comprised of the following at September 30, 2024 and December 31, 2023. The Emmis Convertible Promissory Note (as defined below) was classified as current at September 30, 2024 and December 31, 2023 as the note matures within the next 12 months. September 30, 2024 December 31, 2023 Emmis Convertible Promissory Note $ 6,458 $ 6,458 First Lien Term Loans 45,000 — Second Lien Term Loan 27,432 — Less: Current maturities (6,458) (6,458) Less: Unamortized original issue discount and deferred financing costs (2,998) — Total long-term debt, net of current portion $ 69,434 $ — Warrant Shares $ 36,104 $ — Series B Preferred Stock $ 34,242 $ —
Schedule Of Maturities Of Long-Term Debt And Mandatorily Redeemable Preferred Stock	Based on amounts outstanding at September 30, 2024, mandatory principal payments of long-term debt and preferred stock for the next five years and thereafter are summarized below: Year ended December 31, Emmis Note First Lien Term Loans Second Lien Term Loan Series B Preferred Stock Total Payments Remainder of 2024 (from October 1) $ 6,458 $ — $ — $ — $ 6,458 2025 — — — — — 2026 — 10,000 — — 10,000 2027 — 2,333 — — 2,333 2028 — 3,500 — — 3,500 After 2028 — 29,167 30,000 60,000 119,167 Total $ 6,458 $ 45,000 $ 30,000 $ 60,000 $ 141,458

LEASES (Tables)

LEASES (Tables)	9 Months Ended
	Sep. 30, 2024
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 Nine Months Ended 2024 2023 2024 2023 Operating lease cost $ 2,416 $ 915 $ 4,823 $ 2,974 Operating cash flows from operating leases 1,660 334 3,203 2,022 Right-of-use assets obtained in exchange for new operating lease liabilities — — — 10,391 September 30, 2024 December 31, 2023 Weighted average remaining lease term - operating leases (in years) 12.9 14.0 Weighted average discount rate - operating leases 11.6 % 11.4 % The impact of finance leases to our condensed consolidated financial statements was as follows: Three Months Ended Nine Months Ended 2024 2023 2024 2023 Finance lease cost $ 235 $ — $ 434 $ — Cash flows from finance leases 187 — 311 — September 30, 2024 December 31, 2023 Weighted average remaining lease term - finance leases (in years) 4.5 0.0 Weighted average discount rate - finance leases 11.3 % — %
Schedule of Annual Minimum Lease Payments of Operating Lease Liabilities	As of September 30, 2024, the annual minimum lease payments of our operating lease liabilities were as follows: Year ending December 31, 2024 (from October 1) $ 1,671 2025 6,975 2026 7,501 2027 7,071 2028 7,027 After 2028 67,671 Total lease payments 97,916 Less imputed interest (51,188) Total recorded operating lease liabilities $ 46,728
Finance Lease, Liability, to be Paid, Maturity	As of September 30, 2024, the annual minimum lease payments of our finance lease liabilities were as follows: Year ending December 31, 2024 (from October 1) $ 187 2025 768 2026 799 2027 831 2028 864 After 2028 218 Total lease payments 3,667 Less imputed interest (798) Total recorded finance lease liabilities $ 2,869

SEGMENT INFORMATION (Tables)

SEGMENT INFORMATION (Tables)	9 Months Ended
	Sep. 30, 2024
Segment Reporting [Abstract]
Schedule of Results of Operations of Business Segments	Revenue and operating income (loss) by reportable segment, and corporate and other, and the reconciliation to consolidated income (loss) from continuing operations before income taxes were as follows for the three and nine months ended September 30, 2024 and 2023: Three Months Ended September 30, 2024 EM-VD EM-ADE NY-ADE Corporate and other Consolidated Net revenues $ 13,108 $ 10,186 $ 6,565 $ — $ 29,859 Operating expenses excluding depreciation and amortization expense 16,581 10,010 6,081 — 32,672 Corporate expenses — — — 2,319 2,319 Depreciation and amortization 1,259 348 134 — 1,741 Operating (loss) income $ (4,732) $ (172) $ 350 $ (2,319) $ (6,873) Three Months Ended September 30, 2023 EM-VD EM-ADE NY-ADE Corporate and other Consolidated Net revenues $ — $ — $ 6,447 $ — $ 6,447 Operating expenses excluding depreciation and amortization expense — — 7,175 — 7,175 Corporate expenses — — — 1,095 1,095 Depreciation and amortization — — 130 — 130 Loss (gain) on disposal of assets — — 11 — 11 Operating loss $ — $ — $ (869) $ (1,095) $ (1,964) Nine Months Ended September 30, 2024 EM-VD EM-ADE NY-ADE Corporate and other Consolidated Net revenues $ 22,097 $ 18,658 $ 22,012 $ — $ 62,767 Operating expenses excluding depreciation and amortization expense 32,151 19,408 22,410 — 73,969 Corporate expenses — — — 9,154 9,154 Depreciation and amortization 2,273 627 405 — 3,305 Loss on disposal of assets — 5 — — 5 Operating loss $ (12,327) $ (1,382) $ (803) $ (9,154) $ (23,666) Nine Months Ended September 30, 2023 EM-VD EM-ADE NY-ADE Corporate and other Consolidated Net revenues $ — $ — $ 25,862 $ — $ 25,862 Operating expenses excluding depreciation and amortization expense — — 25,458 — 25,458 Corporate expenses — — — 3,981 3,981 Depreciation and amortization — — 437 — 437 Gain on disposal of assets — — (28) — (28) Operating loss $ — $ — $ (5) $ (3,981) $ (3,986) Assets by reportable segment were as follows: September 30, December 31, Assets EM-VD $ 79,051 $ — EM-ADE 161,788 — NY-ADE 97,518 95,491 Total $ 338,357 $ 95,491

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details)		1 Months Ended		3 Months Ended		9 Months Ended
	Apr. 17, 2024 USD ($)	Sep. 30, 2024 USD ($) televisionStation RadioStation $ / shares	Apr. 30, 2024 $ / shares shares	Sep. 30, 2024 USD ($) televisionStation RadioStation $ / shares	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) televisionStation RadioStation $ / shares shares	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($) $ / shares	Aug. 20, 2021 USD ($)
Significant Accounting Policies [Line Items]
Number of radio stations | RadioStation		2		2		2
NONCURRENT PROGRAM RIGHTS PAYABLE		$ 5,071,000		$ 5,071,000		$ 5,071,000		$ 0
Amortization expense				836,000	$ 58,000	1,768,000	$ 193,000
Restricted cash		$ 0		$ 0		$ 0		$ 1,337,000
Convertible participating preferred stock, par value (in dollars per share) | $ / shares		$ 0.01		$ 0.01		$ 0.01		$ 0.01
Conversion of preferred series A shares (in shares) | shares			20,700,000
Programming rights
Significant Accounting Policies [Line Items]
Amortization expense				$ 900,000		$ 1,700,000
Estrella Broadcasting, Inc
Significant Accounting Policies [Line Items]
Number of radio stations | RadioStation		11		11		11
Number of television stations | televisionStation		9		9		9
Emmis Convertible Promissory Note | Notes Payable
Significant Accounting Policies [Line Items]
Principal amount outstanding		$ 6,458,000		$ 6,458,000		$ 6,458,000		$ 6,458,000
Debt service obligation		7,300,000		7,300,000		7,300,000
Delayed Draw Term Loan | Line of Credit
Significant Accounting Policies [Line Items]
Line of credit facility, additional borrowing capacity		7,500,000
Senior credit facility amount	$ 10,000,000	10,000,000		10,000,000		$ 10,000,000
Contractual obligation waived		7,300,000
Debt instrument, term	2 years					2 years
Cash Held In Escrow
Significant Accounting Policies [Line Items]
Restricted cash								1,300,000
Asset Pledged As Collateral, Letter Of Credit
Significant Accounting Policies [Line Items]
Restricted cash		1,900,000		1,900,000		$ 1,900,000		$ 1,900,000
Asset Pledged As Collateral, Merchant Banking
Significant Accounting Policies [Line Items]
Restricted cash		$ 500,000		$ 500,000		$ 500,000
Class A common stock
Significant Accounting Policies [Line Items]
Common stock, par value (in dollars per share) | $ / shares		$ 0.01	$ 0.01	$ 0.01		$ 0.01		$ 0.01
Stock repurchased during period (in shares) | shares						11,304
Class A common stock | At market issuance sales agreement | B. Riley Securities, Inc.,
Significant Accounting Policies [Line Items]
Aggregate offering price									$ 12,500,000
Fair value measurements recurring | Level 3
Significant Accounting Policies [Line Items]
Assets		$ 0		$ 0		$ 0
Liabilities		$ 0		$ 0		$ 0

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Allowance (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Beginning Balance	$ 679	$ 102	$ 353	$ 122
Additions Related to Estrella Acquisition	87	0	583	0
Change in Provision	35	(3)	114	(23)
Write Offs	(9)	0	(258)	0
Ending Balance	$ 792	$ 99	$ 792	$ 99

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		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Numerator:
Income (loss) from continuing operations	$ 54,926	$ (2,153)	$ 2,942	$ (4,538)
Less: Net loss (income) attributable to noncontrolling interests	(639)	0	(1,467)	0
Less: Preferred stock dividends	0	(602)	(851)	(1,788)
Income (loss) from continuing operations available to common shareholders	54,287	(2,755)	624	(6,326)
Loss from discontinued operations, net of income taxes	0	(163)	0	(306)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS	54,287	(2,918)	624	(6,632)
Add: Interest expense related to convertible Emmis promissory note	252
Add: Net (loss) income attributable to noncontrolling interests	639	0	0	0
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS	$ 55,178	$ (2,918)	$ 624	$ (6,632)
Denominator:
Weighted-average shares of common stock outstanding, basic (in shares)	74,271	24,713	54,939	25,032
Convertible Emmis promissory note (in shares)	2,305	0	0	0
Option agreement shares (in shares)	7,052	0	0	0
Restricted stock awards (in shares)	549	0	607	0
Weighted-average shares of common stock outstanding, diluted (in shares)	84,177	24,713	55,546	25,032
Net income (loss) per share attributable to common shareholders - basic:
Continuing operations - basic (in dollars per share)	$ 0.73	$ (0.11)	$ 0.01	$ (0.25)
Discontinued operations - basic (in dollars per share)	0	(0.01)	0	(0.01)
Net income (loss) per share attributable to common shares, basic (in dollars per share)	0.73	(0.12)	0.01	(0.26)
Net income (loss) per share attributable to common shareholders - diluted:
Continuing operations - diluted (in dollars per share)	0.66	(0.11)	0.01	(0.25)
Discontinued operations - diluted (in dollars per share)	0	(0.01)	0	(0.01)
Net income (loss) per share attributable to common shareholders, diluted (in dollars per share)	$ 0.66	$ (0.12)	$ 0.01	$ (0.26)

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		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Shares excluded from calculation of diluted net loss per share (in shares)	0	29,723	30,349	26,576
Option agreement shares
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Shares excluded from calculation of diluted net loss per share (in shares)	0	0	4,272	0
Restricted stock awards
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Shares excluded from calculation of diluted net loss per share (in shares)	0	251	0	336
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 (in shares)	0	24,040	16,350	21,396
Convertible Promissory Note
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Shares excluded from calculation of diluted net loss per share (in shares)	0	5,432	9,727	4,844

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		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Income (loss) from discontinued operations, net of income taxes	$ 0	$ (163)	$ 0	$ (306)
Discontinued Operations, Disposed of by Sale | Fairway
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Net revenues	0	0	0	0
Operating expenses excluding depreciation and amortization expense	0	267	0	410
Total operating expenses	0	267	0	410
Income (loss) from operations of discontinued operations	0	(267)	0	(410)
Interest and other, net	0	0	0	0
Income (loss) from discontinued operations, before income taxes	0	(267)	0	(410)
Income tax benefit (expense)	0	104	0	104
Income (loss) from discontinued operations, net of income taxes	$ 0	$ (163)	$ 0	$ (306)

BUSINESS COMBINATIONS - Narrati

BUSINESS COMBINATIONS - Narrative (Details) $ / shares in Units, $ in Thousands				1 Months Ended	9 Months Ended
	Jul. 17, 2024 USD ($)	May 02, 2024 USD ($)	Apr. 17, 2024 USD ($) $ / shares shares	Sep. 30, 2024 USD ($) $ / shares	Sep. 30, 2024 USD ($) $ / shares	Apr. 30, 2024 $ / shares	Dec. 31, 2023 USD ($) $ / shares
Business Acquisition [Line Items]
Warrant to purchase shares (in shares) | shares			28,206,152
Option, equity ownership percentage			1
Equity purchase option agreement, extension, term			7 years
Exercise price of warrants (in dollars per share) | $ / shares			$ 0.00001
Class of warrant or right, maximum percentage of outstanding common stock allowed			0.199
Total definite-lived intangible assets, net				$ 15,337	$ 15,337		$ 1,327
Goodwill				14,965	14,965		0
Mandatorily Redeemable Preferred Stock
Business Acquisition [Line Items]
Number of shares issued (in shares) | shares			60,000
Aggregate initial liquidation value			$ 60,000
Preferred stock, dividend rate, percentage of liquidation value			0.0600
Preferred stock redemption term			7 years
Minimum
Business Acquisition [Line Items]
Equity purchase option agreement, term			6 months
Maximum
Business Acquisition [Line Items]
Equity purchase option agreement, term			7 years
Estrella Broadcasting, Inc
Business Acquisition [Line Items]
Payments to acquire businesses			$ 25,499
Goodwill			14,965
Acquisition costs					9,000
EM-VD
Business Acquisition [Line Items]
Goodwill				4,500	4,500
EM-VD | Estrella Broadcasting, Inc
Business Acquisition [Line Items]
Goodwill			4,500
EM-ADE
Business Acquisition [Line Items]
Goodwill				10,500	10,500
EM-ADE | Estrella Broadcasting, Inc
Business Acquisition [Line Items]
Goodwill			10,500
FCC licenses
Business Acquisition [Line Items]
Indefinite-lived intangible assets				175,476	175,476		63,266
FCC licenses | Estrella Broadcasting, Inc
Business Acquisition [Line Items]
Indefinite-lived intangible assets			112,200
Customer relationships
Business Acquisition [Line Items]
Total definite-lived intangible assets, net				$ 14,082	$ 14,082		$ 0
Weighted Average Remaining Useful Life (in years)				3 years 8 months 12 days	3 years 8 months 12 days
Customer relationships | Estrella Broadcasting, Inc
Business Acquisition [Line Items]
Total definite-lived intangible assets, net			$ 15,600
Weighted Average Remaining Useful Life (in years)			15 years
Programming rights | Estrella Broadcasting, Inc
Business Acquisition [Line Items]
Total definite-lived intangible assets, net			$ 10,200
Weighted Average Remaining Useful Life (in years)			4 years
Second Lien Term Loan | Line of Credit
Business Acquisition [Line Items]
Face amount of debt			$ 30,000
Interest rate of borrowing			6%
First Lien Term Loans | Line of Credit
Business Acquisition [Line Items]
Face amount of debt			$ 45,000
Interest rate of borrowing			6%
Monthly amortization payments, rate			0.008333
Deferred financing costs			$ 1,800
Credit facility, debt discount			1,100
Initial Loan | Line of Credit
Business Acquisition [Line Items]
Loan received			35,000
Delayed Draw Term Loan | Line of Credit
Business Acquisition [Line Items]
Senior credit facility amount			$ 10,000	$ 10,000	$ 10,000
Debt instrument, term			2 years		2 years
Proceeds from lines of credit	$ 5,000	$ 5,000
Line of credit facility, additional borrowing capacity				7,500
Contractual obligation waived				7,300
Debt instrument, fee paid				$ 300
Class A common stock
Business Acquisition [Line Items]
Shares issued when option is exercised (in shares) | shares			7,051,538
Common stock, par value (in dollars per share) | $ / shares				$ 0.01	$ 0.01	$ 0.01	$ 0.01
Common stock, convertible, percentage of shares outstanding			0.43
Class B common stock
Business Acquisition [Line Items]
Common stock, par value (in dollars per share) | $ / shares			$ 0.01	$ 0.01	$ 0.01		$ 0.01

BUSINESS COMBINATIONS - Purchas

BUSINESS COMBINATIONS - Purchase Price Allocation (Details) $ / shares in Units, $ in Thousands	Apr. 17, 2024 USD ($) shares	Apr. 16, 2024 $ / shares shares
Business Acquisition [Line Items]
Warrant to purchase shares (in shares) | shares	28,206,152
Share price (in dollars per share) | $ / shares		$ 2.50
Second Lien Term Loan
Business Acquisition [Line Items]
Weighted average cost of debt and preferred stock	0.1414
Estrella Transaction Warrants
Business Acquisition [Line Items]
Warrant to purchase shares (in shares) | shares		28,206,152
Series B Preferred Stock
Business Acquisition [Line Items]
Weighted average cost of debt and preferred stock	0.1523
Estrella Broadcasting, Inc
Business Acquisition [Line Items]
Cash Consideration	$ 25,499
Second Lien Term Loan	26,534
Total Noncash Consideration	129,024
Total Consideration	154,523
Estrella Broadcasting, Inc | Option agreement shares
Business Acquisition [Line Items]
Equity Interests	70,515
Estrella Broadcasting, Inc | Series B Preferred Stock | Preferred Stock
Business Acquisition [Line Items]
Equity Interests	$ 31,975

BUSINESS COMBINATIONS - Net Ass

BUSINESS COMBINATIONS - Net Assets Acquired (Details) - USD ($) $ / shares in Units, $ in Thousands	Sep. 30, 2024	Jun. 30, 2024	Apr. 17, 2024	Apr. 16, 2024	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Dec. 31, 2022
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract]
Allowance for doubtful accounts	$ 792	$ 679			$ 353	$ 99	$ 102	$ 122
Goodwill	$ 14,965				$ 0
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract]
Warrant to purchase shares (in shares)			28,206,152
Share price (in dollars per share)				$ 2.50
Option Agreement
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract]
Warrant to purchase shares (in shares)				7,051,538
Estrella Broadcasting, Inc
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract]
Cash and cash equivalents			$ 18,124
Allowance for doubtful accounts			583
Accounts receivable, net of allowance for doubtful accounts of $583			16,324
Prepaid expenses			1,838
Current programming rights			3,635
Other current assets			555
Property and equipment, net			17,897
Intangible assets, net			127,838
Right of use assets			47,361
Goodwill			14,965
Noncurrent programming rights			6,607
Deposits and other			689
Assets acquired			255,833
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract]
Accounts payable and accrued expenses			32,033
Deferred revenue			9,209
Operating lease liabilities			31,109
Finance lease liabilities			3,029
Other Liabilities			8,301
Liabilities assumed			83,681
Fair value of noncontrolling interests			17,629
Net assets acquired			$ 154,523

BUSINESS COMBINATIONS - Variabl

BUSINESS COMBINATIONS - Variable Interest Entities - Balance Sheet (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Feb. 01, 2023	Dec. 31, 2022
CURRENT ASSETS:
Cash and cash equivalents	$ 7,673		$ 3,817
Accounts receivable, net of allowance for doubtful accounts of $396	32,248		6,675
Prepaid expenses	1,941		891
Current programming rights	3,048		0
Other current assets	629		1,188
Total current assets	45,539		13,908
PROPERTY AND EQUIPMENT, NET	19,220		1,380
OTHER INTANGIBLE ASSETS, NET	190,813		64,593
OTHER ASSETS:
Operating lease right of use assets	56,273		13,614			$ 10,400
Deposits and other	3,096		1,996
Total other assets	67,820		15,610
Total assets	338,357		95,491
CURRENT LIABILITIES:
Accounts payable and accrued expenses	31,106		2,625
Deferred revenue	10,791		557
Operating lease liabilities	6,113		1,444
Income taxes payable	2,025		29
Total current liabilities	59,685		11,717
OPERATING LEASE LIABILITIES, NET OF CURRENT	40,615		14,333
OTHER NONCURRENT LIABILITIES	662		502
Total liabilities	251,350		29,327
Net assets	67,911		37,410
Allowance for doubtful accounts	792	$ 679	$ 353	$ 99	$ 102		$ 122
Variable Interest Entity, Primary Beneficiary
CURRENT ASSETS:
Cash and cash equivalents	4,519
Accounts receivable, net of allowance for doubtful accounts of $396	10,308
Prepaid expenses	504
Current programming rights	13
Other current assets	28
Total current assets	15,372
PROPERTY AND EQUIPMENT, NET	8,505
OTHER INTANGIBLE ASSETS, NET	112,210
OTHER ASSETS:
Operating lease right of use assets	2,789
Deposits and other	578
Total other assets	3,367
Total assets	139,454
CURRENT LIABILITIES:
Accounts payable and accrued expenses	4,547
Deferred revenue	858
Operating lease liabilities	353
Income taxes payable	2,027
Total current liabilities	7,785
OPERATING LEASE LIABILITIES, NET OF CURRENT	2,460
OTHER NONCURRENT LIABILITIES	3,870
Total liabilities	14,115
Net assets	125,339
Allowance for doubtful accounts	$ 396

BUSINESS COMBINATIONS - Varia_2

BUSINESS COMBINATIONS - Variable Interest Entities - Statements of Operations (Details) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Business Acquisition [Line Items]
Total net revenues	$ 29,859			$ 6,447			$ 62,767	$ 25,862
Operating income	(6,873)			(1,964)			(23,666)	(3,986)
Net income	54,926	$ (48,307)	$ (3,677)	(2,316)	$ (421)	$ (2,107)
Variable Interest Entity, Primary Beneficiary
Business Acquisition [Line Items]
Total net revenues	3,447			0			6,621	0
Operating income	637			0			1,464	0
Net income	$ 639			$ 0			$ 1,467	$ 0

BUSINESS COMBINATIONS - Pro For

BUSINESS COMBINATIONS - Pro Forma Information (Details) - Estrella Broadcasting, Inc - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Business Acquisition [Line Items]
Net revenues	$ 29,859	$ 29,886	$ 84,508	$ 91,978
Income (loss) from continuing operations before income taxes	$ 59,858	$ (4,438)	$ (10,132)	$ (37,090)

INTANGIBLE ASSETS - Schedule of

INTANGIBLE ASSETS - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Indefinite Lived And Finite Lived Intangible Assets [Line Items]
Goodwill	$ 14,965	$ 0
Total definite-lived intangible assets, net	15,337	1,327
Total noncurrent other intangible assets, net and goodwill	205,778	64,593
Customer relationships
Indefinite Lived And Finite Lived Intangible Assets [Line Items]
Total definite-lived intangible assets, net	14,082	0
Software
Indefinite Lived And Finite Lived Intangible Assets [Line Items]
Total definite-lived intangible assets, net	1,224	1,327
Other
Indefinite Lived And Finite Lived Intangible Assets [Line Items]
Total definite-lived intangible assets, net	31	0
FCC licenses
Indefinite Lived And Finite Lived Intangible Assets [Line Items]
Indefinite-lived intangible assets	$ 175,476	$ 63,266

INTANGIBLE ASSETS - Narrative (

INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Indefinite-lived and Finite-lived Intangible Assets [Line Items]
Goodwill	$ 14,965	$ 0
EM-VD
Indefinite-lived and Finite-lived Intangible Assets [Line Items]
Goodwill	4,500
EM-ADE
Indefinite-lived and Finite-lived Intangible Assets [Line Items]
Goodwill	10,500
FMG Valdosta, LLC and FMG Kentucky, LLC | Software
Indefinite-lived and Finite-lived Intangible Assets [Line Items]
Finite-lived intangible assets acquired preliminary valuation	$ 1,700
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	$ 175,500	$ 63,300

INTANGIBLE ASSETS - Schedule _2

INTANGIBLE ASSETS - Schedule of Definite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 17,361	$ 1,583
Accumulated Amortization	2,024	256
Net Carrying Amount	$ 15,337	1,327
Customer relationships
Finite Lived Intangible Assets [Line Items]
Weighted Average Remaining Useful Life (in years)	3 years 8 months 12 days
Gross Carrying Amount	$ 15,572	0
Accumulated Amortization	1,490	0
Net Carrying Amount	$ 14,082	0
Software
Finite Lived Intangible Assets [Line Items]
Weighted Average Remaining Useful Life (in years)	3 years 7 months 6 days
Gross Carrying Amount	$ 1,733	1,583
Accumulated Amortization	509	256
Net Carrying Amount	$ 1,224	1,327
Other
Finite Lived Intangible Assets [Line Items]
Weighted Average Remaining Useful Life (in years)	6 months
Gross Carrying Amount	$ 56	0
Accumulated Amortization	25	0
Net Carrying Amount	$ 31	$ 0

INTANGIBLE ASSETS - Amortizatio

INTANGIBLE ASSETS - Amortization Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 836	$ 58	$ 1,768	$ 193

INTANGIBLE ASSETS - Estimated A

INTANGIBLE ASSETS - Estimated Amortization Expense Over Five Years (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
2024 (from October 1)	$ 913
2025	3,306
2026	2,721
2027	2,152
2028	1,571
After 2028	4,674
Net Carrying Amount	$ 15,337	$ 1,327

REVENUE - Narrative (Details)

REVENUE - Narrative (Details) $ in Millions	9 Months Ended
	Sep. 30, 2024 USD ($) segment
Disaggregation Of Revenue [Line Items]
Advertising agency fee rate based on gross revenue	15%
Number of reportable segments | segment	3
Estrella Broadcasting, Inc
Disaggregation Of Revenue [Line Items]
Makegood liability | $	$ 9
Makegood liability, period of recognition	4 years

REVENUE - Disaggregation of Rev

REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Disaggregation Of Revenue [Line Items]
Total net revenues	$ 29,859	$ 6,447	$ 62,767	$ 25,862
Revenue, product and service benchmark | Product concentration risk
Disaggregation Of Revenue [Line Items]
Percentage of revenue	100%	100%	100%	100%
Spot Advertising
Disaggregation Of Revenue [Line Items]
Total net revenues	$ 19,637	$ 4,328	$ 41,697	$ 14,009
Spot Advertising | EM-VD
Disaggregation Of Revenue [Line Items]
Total net revenues	7,391	0	13,191	0
Spot Advertising | EM-ADE
Disaggregation Of Revenue [Line Items]
Total net revenues	7,781	0	14,732	0
Spot Advertising | NY-ADE
Disaggregation Of Revenue [Line Items]
Total net revenues	$ 4,465	$ 4,328	$ 13,774	$ 14,009
Spot Advertising | Revenue, product and service benchmark | Product concentration risk
Disaggregation Of Revenue [Line Items]
Percentage of revenue	65.90%	67.10%	66.40%	54.20%
Spot Advertising | Revenue, product and service benchmark | Product concentration risk | EM-VD
Disaggregation Of Revenue [Line Items]
Percentage of revenue	24.80%	0%	21%	0%
Spot Advertising | Revenue, product and service benchmark | Product concentration risk | EM-ADE
Disaggregation Of Revenue [Line Items]
Percentage of revenue	26.10%	0%	23.50%	0%
Spot Advertising | Revenue, product and service benchmark | Product concentration risk | NY-ADE
Disaggregation Of Revenue [Line Items]
Percentage of revenue	15%	67.10%	21.90%	54.20%
Digital
Disaggregation Of Revenue [Line Items]
Total net revenues	$ 5,780	$ 608	$ 10,051	$ 3,053
Digital | EM-VD
Disaggregation Of Revenue [Line Items]
Total net revenues	4,881	0	7,377	0
Digital | EM-ADE
Disaggregation Of Revenue [Line Items]
Total net revenues	367	0	516	0
Digital | NY-ADE
Disaggregation Of Revenue [Line Items]
Total net revenues	$ 532	$ 608	$ 2,158	$ 3,053
Digital | Revenue, product and service benchmark | Product concentration risk
Disaggregation Of Revenue [Line Items]
Percentage of revenue	19.30%	9.40%	16%	11.80%
Digital | Revenue, product and service benchmark | Product concentration risk | EM-VD
Disaggregation Of Revenue [Line Items]
Percentage of revenue	16.30%	0%	11.80%	0%
Digital | Revenue, product and service benchmark | Product concentration risk | EM-ADE
Disaggregation Of Revenue [Line Items]
Percentage of revenue	1.20%	0%	0.80%	0%
Digital | Revenue, product and service benchmark | Product concentration risk | NY-ADE
Disaggregation Of Revenue [Line Items]
Percentage of revenue	1.80%	9.40%	3.40%	11.80%
Syndication
Disaggregation Of Revenue [Line Items]
Total net revenues	$ 806	$ 602	$ 2,092	$ 1,812
Syndication | EM-VD
Disaggregation Of Revenue [Line Items]
Total net revenues	166	0	166	0
Syndication | EM-ADE
Disaggregation Of Revenue [Line Items]
Total net revenues	47	0	142	0
Syndication | NY-ADE
Disaggregation Of Revenue [Line Items]
Total net revenues	$ 593	$ 602	$ 1,784	$ 1,812
Syndication | Revenue, product and service benchmark | Product concentration risk
Disaggregation Of Revenue [Line Items]
Percentage of revenue	2.80%	9.30%	3.30%	7%
Syndication | Revenue, product and service benchmark | Product concentration risk | EM-VD
Disaggregation Of Revenue [Line Items]
Percentage of revenue	0.60%	0%	0.30%	0%
Syndication | Revenue, product and service benchmark | Product concentration risk | EM-ADE
Disaggregation Of Revenue [Line Items]
Percentage of revenue	0.20%	0%	0.20%	0%
Syndication | Revenue, product and service benchmark | Product concentration risk | NY-ADE
Disaggregation Of Revenue [Line Items]
Percentage of revenue	2%	9.30%	2.80%	7%
Events and Sponsorships
Disaggregation Of Revenue [Line Items]
Total net revenues	$ 889	$ 293	$ 3,124	$ 4,921
Events and Sponsorships | EM-VD
Disaggregation Of Revenue [Line Items]
Total net revenues	91	0	154	0
Events and Sponsorships | EM-ADE
Disaggregation Of Revenue [Line Items]
Total net revenues	669	0	1,154	0
Events and Sponsorships | NY-ADE
Disaggregation Of Revenue [Line Items]
Total net revenues	$ 129	$ 293	$ 1,816	$ 4,921
Events and Sponsorships | Revenue, product and service benchmark | Product concentration risk
Disaggregation Of Revenue [Line Items]
Percentage of revenue	2.90%	4.50%	4.90%	19%
Events and Sponsorships | Revenue, product and service benchmark | Product concentration risk | EM-VD
Disaggregation Of Revenue [Line Items]
Percentage of revenue	0.30%	0%	0.20%	0%
Events and Sponsorships | Revenue, product and service benchmark | Product concentration risk | EM-ADE
Disaggregation Of Revenue [Line Items]
Percentage of revenue	2.20%	0%	1.80%	0%
Events and Sponsorships | Revenue, product and service benchmark | Product concentration risk | NY-ADE
Disaggregation Of Revenue [Line Items]
Percentage of revenue	0.40%	4.50%	2.90%	19%
Other
Disaggregation Of Revenue [Line Items]
Total net revenues	$ 2,747	$ 616	$ 5,803	$ 2,067
Other | EM-VD
Disaggregation Of Revenue [Line Items]
Total net revenues	579	0	1,209	0
Other | EM-ADE
Disaggregation Of Revenue [Line Items]
Total net revenues	1,322	0	2,114	0
Other | NY-ADE
Disaggregation Of Revenue [Line Items]
Total net revenues	$ 846	$ 616	$ 2,480	$ 2,067
Other | Revenue, product and service benchmark | Product concentration risk
Disaggregation Of Revenue [Line Items]
Percentage of revenue	9.10%	9.70%	9.40%	8%
Other | Revenue, product and service benchmark | Product concentration risk | EM-VD
Disaggregation Of Revenue [Line Items]
Percentage of revenue	1.90%	0%	1.90%	0%
Other | Revenue, product and service benchmark | Product concentration risk | EM-ADE
Disaggregation Of Revenue [Line Items]
Percentage of revenue	4.40%	0%	3.40%	0%
Other | Revenue, product and service benchmark | Product concentration risk | NY-ADE
Disaggregation Of Revenue [Line Items]
Percentage of revenue	2.80%	9.60%	4.10%	8%

LONG-TERM DEBT, WARRANTS, AND_3

LONG-TERM DEBT, WARRANTS, AND SERIES B PREFERRED STOCK - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Less: Current maturities	$ (6,458)	$ (6,458)
Less: Unamortized original issue discount and deferred financing costs	(2,998)	0
Total long-term debt, net of current portion	69,434	0
Warrant Shares	36,104	0
Series B Preferred Stock	34,242	0
Notes Payable | Emmis Convertible Promissory Note
Debt Instrument [Line Items]
Long-term debt, gross	6,458	6,458
Line of Credit | First Lien Term Loans
Debt Instrument [Line Items]
Long-term debt, gross	45,000	0
Line of Credit | Second Lien Term Loan
Debt Instrument [Line Items]
Long-term debt, gross	$ 27,432	$ 0

LONG-TERM DEBT, WARRANTS, AND_4

LONG-TERM DEBT, WARRANTS, AND SERIES B PREFERRED STOCK - Narrative (Details)				1 Months Ended	9 Months Ended
	Jul. 17, 2024 USD ($)	May 02, 2024 USD ($)	Apr. 17, 2024 USD ($) $ / shares shares	Sep. 30, 2024 USD ($)	Sep. 30, 2024 USD ($)	Dec. 31, 2023 USD ($)
Debt Instrument [Line Items]
Debt instrument, fee paid				$ 300,000	$ 300,000
Warrant to purchase shares (in shares) | shares			28,206,152
Exercise price of warrants (in dollars per share) | $ / shares			$ 0.00001
Class of warrant or right, maximum percentage of outstanding common stock allowed			0.199
Mandatorily Redeemable Preferred Stock
Debt Instrument [Line Items]
Number of shares issued (in shares) | shares			60,000
Aggregate initial liquidation value			$ 60,000,000
Mandatorily redeemable stock, fair value			$ 32,000,000
Preferred stock, dividend rate, percentage of liquidation value			0.0600
Preferred stock redemption term			7 years
First Lien Term Loans | Line of Credit
Debt Instrument [Line Items]
Principal amount outstanding				45,000,000	45,000,000	$ 0
Face amount of debt			$ 45,000,000
Interest rate of borrowing			6%
Monthly amortization payments, rate			0.008333
Initial Loan | Line of Credit
Debt Instrument [Line Items]
Loan received			$ 35,000,000
Delayed Draw Term Loan | Line of Credit
Debt Instrument [Line Items]
Senior credit facility amount			$ 10,000,000	10,000,000	$ 10,000,000
Proceeds from lines of credit	$ 5,000,000	$ 5,000,000
Debt instrument, term			2 years		2 years
Line of credit facility, additional borrowing capacity				7,500,000
Contractual obligation waived				7,300,000
Second Lien Term Loan | Line of Credit
Debt Instrument [Line Items]
Principal amount outstanding				27,432,000	$ 27,432,000	$ 0
Face amount of debt			$ 30,000,000
Interest rate of borrowing			6%
Long-term debt, fair value			$ 26,500,000
Standard General | Convertible Promissory Note | Convertible Emmis promissory note
Debt Instrument [Line Items]
Senior credit facility amount				$ 0	$ 0
Debt instrument interest percentage				6%	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				$ 6,500,000	$ 6,500,000

LONG-TERM DEBT, WARRANTS, AND_5

LONG-TERM DEBT, WARRANTS, AND SERIES B PREFERRED STOCK - Schedule of Principal Payments (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Debt Instrument [Line Items]
Remainder of 2024 (from October 1)	$ 0
2025	0
2026	0
2027	0
2028	0
After 2028	60,000
Total	60,000
Remainder of 2024 (from October 1)	6,458
2025	0
2026	10,000
2027	2,333
2028	3,500
After 2028	119,167
Total	141,458
Emmis Note
Debt Instrument [Line Items]
Remainder of 2024 (from October 1)	6,458
2025	0
2026	0
2027	0
2028	0
After 2028	0
Total	6,458
First Lien Term Loans
Debt Instrument [Line Items]
Remainder of 2024 (from October 1)	0
2025	0
2026	10,000
2027	2,333
2028	3,500
After 2028	29,167
Total	45,000
Second Lien Term Loan
Debt Instrument [Line Items]
Remainder of 2024 (from October 1)	0
2025	0
2026	0
2027	0
2028	0
After 2028	30,000
Total	$ 30,000

REGULATORY, LEGAL AND OTHER M_2

REGULATORY, LEGAL AND OTHER MATTERS (Details)	Sep. 30, 2024 LegalProceeding
Commitments and Contingencies Disclosure [Abstract]
Number of legal proceedings pending	0

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Effective income tax rate, percent	17%	5%
Gross tax liability for uncertainties			$ 390
Accrued interest related to unrecognized tax benefits	$ 52

LEASES - Narrative (Details)

LEASES - Narrative (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Feb. 01, 2023
Leases [Abstract]
Operating lease right of use assets	$ 56,273	$ 13,614	$ 10,400
Total recorded operating lease liabilities	$ 46,728		$ 10,400

LEASES - Schedule of Impact of

LEASES - Schedule of Impact of Operating And Finance Leases to Condensed Consolidated Financial Statements (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Leases [Abstract]
Operating lease cost	$ 2,416	$ 915	$ 4,823	$ 2,974
Operating cash flows from operating leases	1,660	334	3,203	2,022
Right-of-use assets obtained in exchange for new operating lease liabilities	$ 0	0	$ 0	10,391
Weighted average remaining lease term - operating leases (in years)	12 years 10 months 24 days		12 years 10 months 24 days		14 years
Weighted average discount rate - operating leases	11.60%		11.60%		11.40%
Finance lease cost	$ 235	0	$ 434	0
Cash flows from finance leases	$ 187	$ 0	$ 311	$ 0
Weighted average remaining lease term - finance leases (in years)	4 years 6 months		4 years 6 months		0 years
Weighted average discount rate - finance leases	11.30%		11.30%		0%

LEASES - Schedule of Annual Min

LEASES - Schedule of Annual Minimum Lease Payments of Operating Lease Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Feb. 01, 2023
Leases [Abstract]
2024 (from October 1)	$ 1,671
2025	6,975
2026	7,501
2027	7,071
2028	7,027
After 2028	67,671
Total lease payments	97,916
Less imputed interest	(51,188)
Total recorded operating lease liabilities	$ 46,728	$ 10,400

LEASES - Schedule of Annual M_2

LEASES - Schedule of Annual Minimum Lease Payments of Finance Lease Liabilities (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Leases [Abstract]
2024 (from October 1)	$ 187
2025	768
2026	799
2027	831
2028	864
After 2028	218
Total lease payments	3,667
Less imputed interest	(798)
Total recorded finance lease liabilities	$ 2,869

RELATED PARTY TRANSACTIONS - Tr

RELATED PARTY TRANSACTIONS - Transaction Agreement with Emmis and SG Broadcasting (Details) - Transaction Agreement $ in Millions	Jun. 28, 2019 USD ($) vote
Standard General
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) - Related Party - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Nov. 25, 2019
Convertible Standard General promissory notes | Convertible Promissory Note
Related Party Transaction [Line Items]
Paid-in-kind interest			$ 0.5
Emmis Communications Corporation
Related Party Transaction [Line Items]
Principal amount outstanding				$ 6
Emmis Communications Corporation | Convertible Promissory Notes
Related Party Transaction [Line Items]
Face amount of debt					$ 5
Principal amount outstanding	$ 6.5		$ 6.5
Interest expense recognized	$ 0.7	$ 0.4

RELATED PARTY TRANSACTIONS - _2

RELATED PARTY TRANSACTIONS - Convertible Preferred Stock (Details) - USD ($)				1 Months Ended
	Dec. 13, 2022	Dec. 12, 2020	Dec. 13, 2019	Apr. 30, 2024	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023
Related Party Transaction [Line Items]
Conversion of preferred series A shares (in shares)				20,700,000
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 (in shares)	80,000
Unpaid cumulative dividends						$ 200,000
Related Party | SG Broadcasting | Series A convertible preferred stock
Related Party Transaction [Line Items]
Preferred stock issued (in shares)			220,000
Preferred stock issued					$ 900,000		$ 1,800,000

RELATED PARTY TRANSACTIONS - _3

RELATED PARTY TRANSACTIONS - Consulting Agreements And Other Activity (Details)	1 Months Ended		9 Months Ended
	Mar. 31, 2024 USD ($)	Oct. 31, 2023 USD ($) agreement consultant	Sep. 30, 2024 USD ($)
Consultant Agreement February 1, 2024
Related Party Transaction [Line Items]
Number of agreements | agreement		1
Consultant Agreement May 31, 2024
Related Party Transaction [Line Items]
Number of agreements | agreement		1
Consulting Agreement That Can Be Terminated At Any Time, By Any Party
Related Party Transaction [Line Items]
Number of agreements | agreement		1
Affiliated Entity | Consultant Agreements
Related Party Transaction [Line Items]
Number of consultants | consultant		5
Consulting fees incurred			$ 400,000
Affiliated Entity | Consultant Agreement February 1, 2024
Related Party Transaction [Line Items]
Consulting fees, hourly rate		$ 125
Affiliated Entity | Consultant Agreement May 31, 2024, 1
Related Party Transaction [Line Items]
Consulting fees, per month		$ 8,400
Affiliated Entity | Consultant Agreement May 31, 2024, 2
Related Party Transaction [Line Items]
Number of agreements | agreement		2
Consulting fees, per month		$ 6,000
Affiliated Entity | Consultant Agreement May 31, 2024, 3
Related Party Transaction [Line Items]
Consulting fees, per month		12,000
Affiliated Entity | Consulting Agreement That Can Be Terminated At Any Time, By Any Party
Related Party Transaction [Line Items]
Consulting fees, per month		$ 18,000
Related Party | National Association of Investment Companies
Related Party Transaction [Line Items]
Related party payments	$ 15,000

SEGMENT INFORMATION - Additiona

SEGMENT INFORMATION - Additional Information (Details)	9 Months Ended
	Sep. 30, 2024 segment RadioStation
Segment Reporting [Abstract]
Number of reportable segments | segment	3
Number of radio stations | RadioStation	2

SEGMENT INFORMATION - Schedule

SEGMENT INFORMATION - Schedule of Results of Operations of Business Segments (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Segment Reporting Information [Line Items]
Total net revenues	$ 29,859	$ 6,447	$ 62,767	$ 25,862
Operating expenses excluding depreciation and amortization expense	32,672	7,175	73,969	25,458
Corporate expenses	2,319	1,095	9,154	3,981
Depreciation and amortization	1,741	130	3,305	437
Loss (gain) on disposal of assets	0	11	5	(28)
Operating (loss) income	(6,873)	(1,964)	(23,666)	(3,986)
Total Assets	338,357		338,357		$ 95,491
Corporate and other
Segment Reporting Information [Line Items]
Total net revenues	0	0	0	0
Operating expenses excluding depreciation and amortization expense	0	0	0	0
Corporate expenses	2,319	1,095	9,154	3,981
Depreciation and amortization	0	0	0	0
Loss (gain) on disposal of assets		0	0	0
Operating (loss) income	(2,319)	(1,095)	(9,154)	(3,981)
EM-VD
Segment Reporting Information [Line Items]
Total Assets	79,051		79,051		0
EM-VD | Operating Segments
Segment Reporting Information [Line Items]
Total net revenues	13,108	0	22,097	0
Operating expenses excluding depreciation and amortization expense	16,581	0	32,151	0
Corporate expenses	0	0	0	0
Depreciation and amortization	1,259	0	2,273	0
Loss (gain) on disposal of assets		0	0	0
Operating (loss) income	(4,732)	0	(12,327)	0
EM-ADE
Segment Reporting Information [Line Items]
Total Assets	161,788		161,788		0
EM-ADE | Operating Segments
Segment Reporting Information [Line Items]
Total net revenues	10,186	0	18,658	0
Operating expenses excluding depreciation and amortization expense	10,010	0	19,408	0
Corporate expenses	0	0	0	0
Depreciation and amortization	348	0	627	0
Loss (gain) on disposal of assets		0	5	0
Operating (loss) income	(172)	0	(1,382)	0
NY-ADE
Segment Reporting Information [Line Items]
Total Assets	97,518		97,518		$ 95,491
NY-ADE | Operating Segments
Segment Reporting Information [Line Items]
Total net revenues	6,565	6,447	22,012	25,862
Operating expenses excluding depreciation and amortization expense	6,081	7,175	22,410	25,458
Corporate expenses	0	0	0	0
Depreciation and amortization	134	130	405	437
Loss (gain) on disposal of assets		11	0	(28)
Operating (loss) income	$ 350	$ (869)	$ (803)	$ (5)