Revenue Performance - Net revenues increased to $28.0 million, a rise of $21.3 million or 318% compared to $6.7 million in the same period last year[136]. - Net revenues for the Audio Segment rose to $13.7 million in Q1 2025, up from $6.7 million in Q1 2024, reflecting a $7.0 million increase[149]. - The Video Segment reported net revenues of $14.3 million in Q1 2025, with operating expenses of $18.1 million, resulting in a segment operating loss of $3.8 million[150]. - Spot Radio & TV Advertising accounted for 57% of total net revenues, while Digital revenues surged to 34% of total net revenues[128]. Operating Performance - Operating loss for the three months ended March 31, 2025, was $4.7 million, an increase of $1.2 million or 35% from a loss of $3.5 million in the prior year[136]. - Adjusted EBITDA for the three months ended March 31, 2025, was $1.4 million, reflecting a 55% increase from $0.9 million in the same period last year[136]. - Adjusted EBITDA for Q1 2025 was $1.4 million, compared to $0.9 million in Q1 2024, indicating improved operational performance[152]. Expenses - Operating expenses increased to $29.2 million, up $22.6 million or 340% from $6.7 million in the prior year[138]. - Corporate expenses decreased to $1.6 million, down $1.8 million or 53% from $3.4 million in the previous year[138]. - Operating expenses related to Corporate and other decreased to $1.6 million in Q1 2025 from $3.4 million in Q1 2024, due to lower professional service fees[151]. Cash Flow and Liquidity - Cash flows from operating activities rose by $1.6 million, or 399%, to $2.1 million compared to $0.4 million in the prior year[136]. - Cash flows provided by operating activities increased to $2.1 million in Q1 2025, compared to $0.4 million in Q1 2024, primarily due to increased deferred revenue[156]. - The company had cash, cash equivalents, and restricted cash of $8.8 million as of March 31, 2025, up from $6.9 million at the end of 2024[154]. - The company anticipates meeting its liquidity needs for the next twelve months through cash on hand and projected cash flows from operations[153]. Losses - Net loss increased to $8.6 million, up $4.9 million or 134% from a net loss of $3.7 million during the same period last year[136]. - Consolidated net loss increased to $8.6 million for the three months ended March 31, 2025, compared to a net loss of $3.7 million in the same period of 2024[148]. Interest Expense - Interest expense increased to $3.8 million, up $3.6 million from $0.1 million in the prior year, reflecting the impact of rising interest rates[138]. - Interest expense increased to $3.8 million in Q1 2025, attributed to additional long-term debt from the Estrella Acquisition[145]. Acquisition Impact - The Estrella Acquisition in April 2024 significantly contributed to the increase in both net revenues and operating expenses[139][140]. Working Capital - Negative working capital increased to $22.3 million as of March 31, 2025, compared to $18.0 million at the end of 2024, driven by increased accounts payable and accrued expenses[154].

Financial Performance - MediaCo's total net revenues for the year ended December 31, 2024, were $95.571 million, a significant increase from $32.391 million in 2023[176]. - MediaCo's net revenue for 2024 was $95.6 million, an increase of $63.2 million or 195% compared to $32.4 million in 2023[196]. - Operating loss for 2024 was $28.2 million, an increase of $21.4 million or 316% from an operating loss of $6.8 million in 2023[196]. - Net loss decreased to $1.3 million in 2024, down $6.1 million or 82% from a net loss of $7.4 million in 2023[196]. - Cash flows used in operating activities increased to $19.9 million, up $14.3 million or 257% compared to 2023[196]. - Total operating expenses for 2024 were $123.8 million, an increase of $84.6 million or 216% from $39.2 million in 2023[199]. - Adjusted EBITDA for 2024 was $(2.2) million, remaining consistent with $(2.2) million in 2023[196]. Revenue Sources - Spot Radio & TV Advertising accounted for 64.0% of total net revenues in 2024, while Digital revenues increased to 21.2% from 11.4% in 2023[176]. - Digital and streaming initiatives contributed to a 452% year-over-year increase in revenue from digital platforms[196]. - Revenue from the Audio Segment increased by $25.1 million to $57.5 million in 2024, primarily due to the Estrella Acquisition[211]. - The Video Segment generated $38.0 million in revenue in 2024, all attributed to the Estrella Acquisition[213]. Acquisitions and Integration - The Estrella Acquisition significantly expanded MediaCo's national footprint and diversified its content portfolio[196]. - The company incurred $1.4 million in involuntary termination costs related to the Estrella Acquisition integration during the twelve months ended December 31, 2024[179]. Assets and Liabilities - As of December 31, 2024, MediaCo recorded approximately $166.0 million for FCC licenses, representing about 51% of total assets[182]. - Approximately 56% of the aggregate principal amount of long-term debt bore interest at floating rates as of December 31, 2024[225]. - The company does not have any material off-balance sheet financings or liabilities[228]. Interest Rates and Financial Impact - The company has been affected by rising interest rates, impacting the interest accrued on its convertible promissory note and variable interest loans[180]. - A 100 basis points change in floating interest rates would have changed interest expense by an estimated $0.5 million for the year ended December 31, 2024[225]. - Management may take actions to mitigate exposure to adverse changes in interest rates, but the effects of such actions are uncertain[226]. Market Conditions - The U.S. traditional radio and television broadcasting industries are experiencing stalled growth due to competition from new media and audience fragmentation[177]. - The long-term revenue growth rate for the New York market is projected at 0.5%, consistent with the previous year[188]. - Inflation has impacted performance through higher costs for employee compensation, equipment, and third-party services[227]. Financing Activities - Cash provided by continuing financing activities was $33.9 million for the year ended December 31, 2024, primarily from $43.7 million in proceeds from the First Lien Term Loan[220]. - Cash used in continuing financing activities was $1.2 million for the year ended December 31, 2023, mainly due to repurchases of Class A common stock of $0.8 million[221]. - The company entered into a First Lien Term Loan and a Second Lien Term Loan on April 17, 2024[224]. Seasonal Fluctuations - Results of operations are subject to seasonal fluctuations, with typically higher revenues and operating income in the second quarter[222]. Impairment Assessment - The discount rate used in the impairment assessment for FCC licenses decreased from 12.7% in 2023 to 12.5% in 2024[188].

Revenue Performance - For the three months ended September 30, 2024, total net revenues were $29,859,000, a significant increase from $6,447,000 in the same period of 2023[92] - Spot advertising revenue accounted for 65.9% of total net revenues in Q3 2024, amounting to $19,637,000, compared to $4,328,000 in Q3 2023[92] - Digital revenue increased to $5,780,000 in Q3 2024, representing 19.3% of total net revenues, up from $608,000 in Q3 2023[92] - Net revenues for the three months ended September 30, 2024, increased by 30% to $13,108,000 compared to the same period in 2023, driven by the Estrella Acquisition[99] - For the nine months ended September 30, 2024, net revenues decreased by 14.9% in the NY-ADE segment, primarily due to weaker sales from the annual Summer Jam concert and lower spending in media, retail, and beverages[99] Operating Expenses - Operating expenses excluding depreciation and amortization for the three months ended September 30, 2024, increased by 30% to $16,581,000, attributed to the Estrella Acquisition[100] - Corporate expenses for the three months ended September 30, 2024, rose by 111.8% to $2,319,000, mainly due to higher professional service fees related to the Estrella Acquisition[102] - Depreciation and amortization expense for the three months ended September 30, 2024, increased by 1239.2% to $1,741,000, primarily due to the Estrella Acquisition[103] Financial Losses - Total operating loss for the three months ended September 30, 2024, was $(6,873,000), reflecting a 249.9% increase compared to the same period in 2023[105] - For the nine months ended September 30, 2024, total operating loss was $(23,666,000), a 493.7% increase compared to the same period in 2023[105] Interest and Debt - Interest expense, net for the nine months ended September 30, 2024, increased by 2,250.3% to $(7,192,000) due to additional long-term debt from the Estrella Acquisition[107] - The rising interest rate environment has increased interest expenses on the Emmis Convertible Promissory Note and created uncertainty regarding variable interest loans[94] Cash Flow and Liquidity - As of September 30, 2024, the company had cash, cash equivalents, and restricted cash of $10.2 million, an increase from $7.1 million at December 31, 2023, despite negative working capital of $(14.1) million[111] - Cash flows used in continuing operating activities were $30.7 million for the nine months ended September 30, 2024, compared to $3.7 million for the same period in 2023, indicating increased cash usage[111] - Cash flows used in continuing investing activities were $7.6 million for the nine months ended September 30, 2024, primarily due to the Estrella Acquisition and capital expenditures[112] - Cash flows provided by continuing financing activities were $41.4 million for the nine months ended September 30, 2024, mainly from proceeds of the First Lien Term Loan[113] - Management anticipates being able to meet liquidity needs for the next twelve months through cash on hand, additional draws on the First Lien Term Loan, and projected cash flows from operations[112] Strategic Initiatives - The company is actively evaluating potential acquisitions to enhance long-term value and may opportunistically dispose of assets[93] - The company’s strategy includes leveraging digital platforms and emerging business opportunities in the Free Ad-Supported Streaming TV marketplace[93] - The company is evaluating potential acquisitions to leverage strengths and enhance long-term value[111] Market Performance - The New York market revenues increased by 3.5% for the nine months ended September 30, 2024, while the company's gross revenues in the same market decreased by 11.3%[93] - NY-ADE segment's gross revenues reported to Miller Kaplan decreased by 11.3% for the nine-month period ended September 30, 2024, compared to the prior year, while the overall New York radio market grew by 3.5%[99] Tax and Income - The provision for income taxes for the three months ended September 30, 2024, was $342,000, a 307.1% increase from $84,000 in the same period of 2023[109] - Consolidated net income for the three months ended September 30, 2024, was $54,926, compared to a loss of $2,316 in the same period of 2023, representing a significant turnaround[110] Internal Controls - There were no changes in internal control over financial reporting that materially affected the company during the quarter ended September 30, 2024[115]

Financial Performance - Net revenues for the three months ended March 31, 2024, decreased by $629,000, or 8.6%, to $6,706,000 compared to $7,335,000 in the same period of 2023[109] - Operating loss for the three months ended March 31, 2024, increased by $1,561,000, or 81.9%, to $3,467,000 compared to a loss of $1,906,000 in Q1 2023[115] - Consolidated net loss for Q1 2024 was $3,677,000, an increase of $1,570,000, or 74.5%, from a net loss of $2,107,000 in Q1 2023[118] Revenue Sources - Spot Radio Advertising accounted for 64.8% of total net revenues in Q1 2024, generating $4,348,000, down from $4,769,000, which was 65.0% of total revenues in Q1 2023[98] - The New York radio market's gross revenues increased by 4.5% for the three months ended March 31, 2024, while MediaCo's gross revenues decreased by 6.6% in the same period[102] - MediaCo anticipates a potential revenue decline from the Summer Jam event in 2024, estimating a decrease in revenue between $3.0 million and $3.6 million compared to 2023[103] Expenses and Costs - Corporate expenses rose by $1,506,000, or 79.9%, to $1,884,000 in Q1 2024, primarily due to higher professional service fees related to the Estrella transaction[112] - Operating expenses excluding depreciation and amortization decreased by $587,000, or 8.1%, to $6,650,000 in Q1 2024, attributed to lower salary costs and other expenses[111] - Interest expense, net, increased by $33,000, or 32.0%, to $136,000 in Q1 2024 due to accrued interest on the Emmis convertible promissory note[116] Cash Flow and Liquidity - As of March 31, 2024, MediaCo had cash and cash equivalents of $7.2 million, with negative working capital of $(1.4) million, a decrease from positive working capital of $2.2 million at the end of 2023[120] - Cash flows from continuing operating activities decreased to $0.4 million for the three months ended March 31, 2024, down from $0.8 million in the same period of 2023, primarily due to changes in working capital[122] - Cash flows used in continuing investing activities were $0.2 million for the three months ended March 31, 2024, related to capital expenditures for a new digital platform and radio operations[123] - Cash flows used in continuing financing activities were $0.1 million for the three months ended March 31, 2024, down from $0.7 million in the same period of 2023, due to stock repurchases and tax obligations[124] Going Concern - The company expressed substantial doubt about its ability to continue as a going concern in its 2023 Form 10-K, but this concern was alleviated following the completion of certain transactions[125]

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MediaCo Holding Inc. has acquired all of Estrella Media’s network, content, digital, and commercial operations. Among the Estrella Media brands joining MediaCo are the EstrellaTV network and its linear and digital video content business, along with its digital channels. The transaction closed on April 17 and terms were not revealed. “We believe this combination is the first step in building a unique multicultural media company that will reach diverse U.S. audiences wherever they choose to consume content ...

Financial Performance - Net revenues for the year ended December 31, 2023, were $32,391,000, a decrease of 16.1% from $38,595,000 in 2022[169] - Consolidated net loss income for 2023 was $(7,631) thousand, a decrease of $(38,545) thousand or (124.7)% compared to 2022[180] - The company reported a net loss of $7,631,000 for the year ended December 31, 2023, compared to a net income of $30,914,000 in 2022[214] - The net loss available to common shareholders for 2023 was $10.0 million, compared to net income of $27.6 million in 2022[237] - The Company has experienced downturns in revenues and profitability and expects these trends to continue for an undetermined period[223] Revenue Breakdown - Spot Radio Advertising revenue decreased to $18,650,000 (57.6% of total revenues) in 2023 from $25,790,000 (66.8%) in 2022[154] - Digital revenues fell to $3,677 million (11.4% of total revenues) in 2023 from $4,713 million (12.2%) in 2022[269] - Fairway's net revenues for the year ended December 31, 2023, were $0, compared to $13,484 million in 2022, indicating a complete divestiture of operations[249] Operating Loss and Expenses - Operating (loss) income for 2023 was $(6,787,000), compared to $(1,386,000) in 2022, representing a 389.7% increase in loss[175] - Operating expenses excluding depreciation and amortization were $32,633,000 in 2023, a slight decrease of 0.7% from $32,847,000 in 2022[171] - Total operating expenses for Fairway in 2023 were $284 million, a significant decrease from $13,471 million in 2022, resulting in a loss from discontinued operations of $284 million[249] Cash Flow and Liquidity - Cash used in continuing operating activities was $(5,600) thousand in 2023, compared to cash provided of $2,300 thousand in 2022[188] - The company anticipates substantial doubt about its ability to continue as a going concern within one year after the issuance of its financial statements[184] - Management anticipates the Company will be unable to meet its liquidity needs for the next twelve months with cash and cash equivalents on hand and projected cash flows from operations[224] Assets and Liabilities - Total current assets decreased from $24,379,000 in 2022 to $13,908,000 in 2023, a decline of approximately 43%[206] - Total liabilities increased from $23,390,000 in 2022 to $29,327,000 in 2023, representing a rise of about 25%[209] - Cash and cash equivalents at December 31, 2023, were $7,100 thousand, down from $15,300 thousand at the end of 2022[186] Stock and Equity - The company repurchased $771,000 worth of Class A common stock in 2023, compared to $222,000 in 2022[214] - Total equity fell from $46,976,000 in 2022 to $37,410,000 in 2023, a decrease of about 20%[209] - MediaCo repurchased 629,880 shares of Class A common stock for $0.8 million in 2023, compared to 187,078 shares for $0.2 million in 2022[252] Debt and Obligations - The Company has debt service obligations of approximately $7.1 million due under its Emmis Convertible Promissory Note from April 1, 2024, through April 1, 2025[224] - The principal balance of the Emmis Convertible Promissory Note was $6.5 million as of December 31, 2023, with interest expense recognized of $0.6 million for the year[325] Tax and Valuation - For the year ended December 31, 2023, the provision for income taxes was $308,000, compared to $336,000 for 2022[310] - The Company recorded a valuation allowance against its deferred tax assets of $16.6 million as of December 31, 2023, due to uncertainty in realization[313] Compliance and Regulatory Issues - The Company received a notification on September 15, 2023, indicating that the closing bid price for its Class A common stock was below $1.00 for 30 consecutive business days, violating the Minimum Bid Price Requirement[304] - The Company was granted until September 9, 2024, to regain compliance with the Minimum Bid Price Requirement, with the option to initiate a reverse stock split[306] Cost-Cutting Measures - The company plans to implement additional cost-cutting measures and seek additional borrowings to meet its debt service obligations if necessary[185] - The Company has implemented cost-cutting measures and is prepared to seek additional borrowings to meet its debt service obligations if necessary[225]

Revenue Performance - Net revenues for the three months ended September 30, 2023, decreased by 22.0% to $6,447,000 compared to $8,270,000 in the same period of 2022[101] - For the nine months ended September 30, 2023, net revenues decreased by 10.6% to $25,862,000 from $28,914,000 in the prior year[112] - Spot Radio Advertising revenue for the three months ended September 30, 2023, was $4,328,000, representing 67.1% of total net revenues, down from $6,029,000 (72.9%) in 2022[101] - MediaCo's gross revenues were down 15.3% for the nine-month period ended September 30, 2023, compared to the same period in the prior year[113] - The gross revenues reported to Miller Kaplan for the New York radio market decreased by 4.6% for the nine-month period ended September 30, 2023[106] Operating Expenses - Operating expenses excluding depreciation and amortization increased by 2.7% to $7,175,000 for the three months ended September 30, 2023, compared to $6,983,000 in 2022[114] - Corporate expenses decreased by 25.0% to $1,095,000 for the three months ended September 30, 2023, down from $1,460,000 in the same period of 2022[116] - Depreciation and amortization expense increased by 31.3% to $130,000 for the three months ended September 30, 2023, due to intangible software costs[118] Profitability and Loss - Operating loss for the three months ended September 30, 2023, was $(1,964) thousand, a decrease of $1,692 thousand or 622.1% compared to the same period in 2022[121] - Consolidated net loss for the three months ended September 30, 2023, was $(2,316) thousand, a decrease of $335 thousand or 12.6% compared to $(2,651) thousand in 2022[124] Cash Flow and Working Capital - Cash, cash equivalents, and restricted cash as of September 30, 2023, totaled $9.6 million, down from $15.3 million at December 31, 2022[126] - Net working capital as of September 30, 2023, was $10.3 million, a decrease from $13.3 million at December 31, 2022[126] - Cash flows used by continuing operating activities were $(3.7) million for the nine months ended September 30, 2023, compared to cash flows provided of $3.4 million in 2022[128] - Cash flows used in continuing investing activities were $(1.1) million for the nine months ended September 30, 2023, related to capital expenditures for a new digital platform[129] - Cash flows used in continuing financing activities were $(1.1) million for the nine months ended September 30, 2023, due to repurchases of Class A common stock[130] Interest and Taxation - Interest expense, net decreased to $(87) thousand for the three months ended September 30, 2023, a reduction of $1,579 thousand or 94.8% compared to $(1,666) thousand in 2022[122] - Provision for income taxes for the three months ended September 30, 2023, was $84 thousand, an increase of $6 thousand or 7.7% compared to $78 thousand in 2022[123] Strategic Considerations - The company is evaluating potential acquisitions to leverage strengths and may opportunistically dispose of assets[107] - The rising interest rate environment has impacted MediaCo, increasing the cost of potential future borrowings[108] - The company had $6.0 million of promissory notes outstanding to Emmis, classified as long-term with no debt service requirements over the next twelve months[127]

Revenue Performance - Net revenues for the three months ended June 30, 2023, decreased by $451,000 (3.6%) to $12,080,000 compared to $12,531,000 in the same period of 2022[105]. - For the six months ended June 30, 2023, net revenues decreased by $1,229,000 (6.0%) to $19,415,000 from $20,644,000 in the prior year, primarily due to declines in healthcare spending and advertising[105]. - The gross revenues reported to Miller Kaplan for the New York radio market decreased by 6.1% for the six months ended June 30, 2023, while the company's gross revenues were down 12.3% in the same period[106]. Operating Expenses - Operating expenses excluding depreciation and amortization for the three months ended June 30, 2023, were $11,046,000, a decrease of $278,000 (2.5%) from $11,324,000 in 2022[107]. - Corporate expenses decreased by $337,000 (25.2%) to $1,002,000 for the three months ended June 30, 2023, compared to $1,339,000 in 2022[108]. - Depreciation and amortization expense increased by $48,000 (48.0%) to $100,000 for the three months ended June 30, 2023, due to intangible software costs related to updated websites and mobile applications[109]. Financial Losses - Operating loss for the three months ended June 30, 2023, was $116,000, a decrease of 50.0% compared to $232,000 in 2022; for the six months, the loss was $2,022,000, an increase of 50.4% from $1,344,000 in 2022[111]. - Consolidated net loss for the three months ended June 30, 2023, was $421,000, an improvement of 85.5% from $2,903,000 in 2022; for the six months, the loss was $2,528,000, a reduction of 64.9% from $7,196,000 in 2022[114]. Cash Flow and Working Capital - Cash, cash equivalents, and restricted cash as of June 30, 2023, totaled $10.1 million, down from $15.3 million at December 31, 2022; net working capital decreased slightly from $15.2 million to $13.8 million[116]. - Cash flows used by continuing operating activities were $3.7 million for the six months ended June 30, 2023, compared to cash flows provided of $3.3 million in 2022, primarily due to income tax payments and lower collections of accounts receivable[118]. - Cash flows used in continuing investing activities were $0.9 million for the six months ended June 30, 2023, related to capital expenditures for a new digital platform and office space, compared to $1.0 million in 2022 for software purchases[119]. - Cash flows used in continuing financing activities were $1.0 million for the six months ended June 30, 2023, down from $2.1 million in 2022, mainly due to stock repurchases and tax obligations[120]. Debt and Interest - Interest expense, net, significantly decreased to $116,000 for the three months ended June 30, 2023, down 94.0% from $1,929,000 in 2022; for the six months, it decreased to $219,000, down 94.5% from $4,006,000 in 2022[112]. - As of June 30, 2023, the company had $6.0 million of outstanding promissory notes to Emmis, classified as long-term with no debt service requirements over the next twelve months[117]. Strategic Initiatives - The company sold its Fairway outdoor advertising business, classifying related assets and liabilities as discontinued operations, impacting financial results significantly[90]. - The company is actively evaluating potential acquisitions to leverage strengths and enhance long-term value[100]. - The company continues to evaluate potential acquisitions that promise long-term value appreciation and leverage its strengths[117]. - The company has focused on enhancing digital capabilities, including interactive websites and mobile applications, to engage listeners and explore new business opportunities[98]. Tax Provisions - The provision for income taxes for the three months ended June 30, 2023, was $76,000, a slight increase from $75,000 in 2022, primarily due to additional valuation allowance recognition[113]. Economic Environment - The rising interest rate environment has impacted the company, increasing the cost of potential future borrowings[101].

PART I — FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The financial statements for the three months ended March 31, 2023, show decreased net revenues, an increased operating loss, and a net loss attributable to common shareholders of $(2.7) million, with total assets of $104.5 million and total liabilities of $33.5 million [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For Q1 2023, MediaCo reported net revenues of $7.3 million, an operating loss of $(1.9) million, and a consolidated net loss of $(2.1) million, with net loss per share at $(0.11) Q1 2023 vs Q1 2022 Statement of Operations (in thousands) | Metric | Q1 2023 | Q1 2022 | | :--- | :--- | :--- | | **Net Revenues** | $7,335 | $8,113 | | **Operating Loss** | $(1,906) | $(1,112) | | **Consolidated Net Loss** | $(2,107) | $(4,293) | | **Net Loss Attributable to Common Shareholders** | $(2,697) | $(5,131) | | **Net Loss Per Share (Basic & Diluted)** | $(0.11) | $(0.68) | - The significant decrease in consolidated net loss was primarily driven by a reduction in interest expense from **$(2.1) million** in Q1 2022 to **$(0.1) million** in Q1 2023[9](index=9&type=chunk) [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of March 31, 2023, total assets increased to $104.5 million and total liabilities to $33.5 million, while total equity decreased to $44.1 million Balance Sheet Summary (in thousands) | Metric | March 31, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Total Current Assets** | $24,150 | $26,255 | | **Total Assets** | $104,485 | $96,705 | | **Total Current Liabilities** | $10,642 | $11,098 | | **Total Liabilities** | $33,479 | $23,390 | | **Total Equity** | $44,077 | $46,976 | - The significant increase in both Other Assets and Operating Lease Liabilities is due to a new lease for radio operations and corporate offices that commenced in February 2023[11](index=11&type=chunk)[67](index=67&type=chunk) [Condensed Consolidated Statements of Changes in Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Equity) Total equity decreased from $47.0 million at year-end 2022 to $44.1 million as of March 31, 2023, primarily due to net loss and preferred stock dividends, partially offset by stock issuances Changes in Equity Q1 2023 (in thousands) | Description | Amount | | :--- | :--- | | **Balance, December 31, 2022** | $46,976 | | Net loss | $(2,107) | | Repurchase of class A common shares | $(571) | | Preferred stock dividends | $(590) | | **Balance, March 31, 2023** | $44,077 | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash provided by operating activities was $1.0 million for Q1 2023, with net cash used in investing and financing activities, resulting in an overall cash decrease of $0.3 million Cash Flow Summary Q1 2023 vs Q1 2022 (in thousands) | Cash Flow Activity | Q1 2023 | Q1 2022 | | :--- | :--- | :--- | | **Net cash provided by operating activities** | $978 | $4,661 | | **Net cash used in investing activities** | $(549) | $(816) | | **Net cash used in financing activities** | $(718) | $(1,209) | | **Increase in Cash, Cash Equivalents and Restricted Cash** | $(289) | $2,636 | [Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes detail accounting policies, the sale of the Fairway outdoor advertising business, composition of intangible assets, revenue sources, long-term debt, leases, and related party transactions - The company sold its Fairway outdoor advertising business on December 9, 2022, now treated as a discontinued operation, reflecting a strategic shift to focus on its two New York City radio stations, WQHT(FM) and WBLS(FM)[21](index=21&type=chunk)[22](index=22&type=chunk)[23](index=23&type=chunk) Disaggregated Revenue by Source (in thousands) | Revenue Source | Q1 2023 | Q1 2022 | | :--- | :--- | :--- | | Spot Radio Advertising | $4,769 | $6,177 | | Digital | $974 | $730 | | Syndication | $605 | $413 | | Events and Sponsorships | $156 | $7 | | Other | $831 | $786 | | **Total net revenues** | **$7,335** | **$8,113** | - As of March 31, 2023, the company's only long-term debt was a **$6.0 million** convertible promissory note payable to Emmis, maturing in November 2024, following the full repayment of the Senior Credit Facility in December 2022[56](index=56&type=chunk)[57](index=57&type=chunk)[59](index=59&type=chunk) - The company entered into a new long-term lease for its radio operations and corporate offices in New York City, commencing February 1, 2023, which significantly increased its right-of-use assets and lease liabilities[67](index=67&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's focus on its New York City radio stations, reporting a 9.6% decrease in Q1 2023 net revenues, increased operating expenses, and a smaller consolidated net loss due to reduced interest expense, with stable liquidity of $15.0 million [Known Trends and Uncertainties](index=20&type=section&id=Known%20Trends%20and%20Uncertainties) The U.S. radio industry faces challenges from new digital media and audience fragmentation, with MediaCo's Q1 2023 gross revenues declining 13.1% in the New York market, prompting digital presence development - The U.S. radio industry is mature and faces challenges from new media, including internet and social networks, and audience fragmentation due to satellite radio and streaming services[93](index=93&type=chunk) - The New York radio market revenue, per Miller Kaplan, was down **5.5%** for Q1 2023 year-over-year, while MediaCo's gross revenues reported to Miller Kaplan were down **13.1%** for the same period, largely due to lower healthcare advertising spend[96](index=96&type=chunk) - The company is actively working to harness broadband and mobile media distribution by developing interactive websites, mobile applications, and streaming content to engage listeners[95](index=95&type=chunk) [Results of Operations](index=21&type=section&id=Results%20of%20Operations) Q1 2023 net revenues decreased 9.6% to $7.3 million, operating expenses rose 9.3% to $7.2 million, and the operating loss widened to $(1.9) million, though a 95.0% decrease in net interest expense narrowed the consolidated net loss to $(2.1) million Q1 2023 vs Q1 2022 Results of Operations (in thousands) | Metric | Q1 2023 | Q1 2022 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | **Net revenues** | $7,335 | $8,113 | $(778) | (9.6)% | | **Operating expenses** | $7,237 | $6,623 | $614 | 9.3% | | **Corporate expenses** | $1,884 | $2,487 | $(603) | (24.2)% | | **Operating loss** | $(1,906) | $(1,112) | $(794) | 71.4% | | **Interest expense, net** | $(103) | $(2,077) | $1,974 | (95.0)% | | **Consolidated net loss** | $(2,107) | $(4,293) | $2,186 | (50.9)% | - The decrease in net revenue was primarily due to substantial declines in healthcare spend as COVID-19 vaccination awareness campaigns slowed, as well as lower online gambling advertising[103](index=103&type=chunk) - The sharp decrease in interest expense was due to the repayment of the senior credit facility in December 2022 and the conversion of SG Broadcasting promissory notes in July 2022[110](index=110&type=chunk) [Liquidity and Capital Resources](index=23&type=section&id=Liquidity%20and%20Capital%20Resources) As of March 31, 2023, the company had $15.0 million in cash and equivalents, with net working capital of $13.5 million, and cash flow from continuing operations decreased to $0.8 million, primarily due to lower accounts receivable collections Liquidity Position (in millions) | Metric | March 31, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Cash, cash equivalents and restricted cash** | $15.0 | $15.3 | | **Net working capital** | $13.5 | $15.2 | - Cash flows from continuing operating activities decreased to **$0.8 million** in Q1 2023 from **$4.6 million** in Q1 2022, mainly due to higher collections in accounts receivable in the prior year[116](index=116&type=chunk) - Cash used in financing activities of **$0.7 million** in Q1 2023 was attributable to repurchases of Class A common stock and settlement of tax withholding obligations[118](index=118&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=24&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company is an emerging growth company and is therefore not required to provide information for this item - As an emerging growth company, MediaCo Holding Inc. is not required to provide quantitative and qualitative disclosures about market risk[119](index=119&type=chunk) [Item 4. Controls and Procedures](index=24&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of March 31, 2023, with no material changes to internal control over financial reporting during the quarter - Based on an evaluation as of March 31, 2023, the CEO and CFO concluded that the company's disclosure controls and procedures are effective[121](index=121&type=chunk) - No changes occurred during the quarter ended March 31, 2023, that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[122](index=122&type=chunk) PART II — OTHER INFORMATION [Item 1. Legal Proceedings](index=24&type=section&id=Item%201.%20Legal%20Proceedings) According to management, there are no pending legal proceedings against the company that are likely to have a material adverse effect - Management believes there are no pending legal proceedings that are likely to have a material adverse effect on the Company[124](index=124&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=25&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During Q1 2023, the company repurchased 395,813 shares of its stock at a weighted average price of $1.44 per share as part of a publicly announced program Share Repurchases for Q1 2023 | Period | Total Shares Purchased | Weighted Average Price Paid per Share | | :--- | :--- | :--- | | Jan 2023 | 354,921 | $1.45 | | Feb 2023 | 24,042 | $1.44 | | Mar 2023 | 16,850 | $1.22 | | **Total** | **395,813** | **$1.44** | [Item 5. Other Information](index=25&type=section&id=Item%205.%20Other%20Information) There is no other information to report for this item - None[126](index=126&type=chunk) [Item 6. Exhibits](index=25&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the quarterly report, including officer certifications and Inline XBRL documents - The report includes a list of exhibits filed, such as Certifications of the Principal Executive Officer and Principal Financial Officer, and various Inline XBRL documents[127](index=127&type=chunk)