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What changed in Mediaco Holding Inc.'s 10-K — 2022 vs 2023

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Paragraph-level year-over-year comparison of Mediaco Holding Inc.'s 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+157 added−147 removedSource: 10-K (2024-04-01) vs 10-K (2023-03-31)

Top changes in Mediaco Holding Inc.'s 2023 10-K

157 paragraphs added · 147 removed · 112 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

41 edited+5 added−15 removed75 unchanged
Biggest changeWhen evaluating an assignment or transfer of control application, the FCC is prohibited from considering whether the public interest might be served by an assignment of the broadcast license or transfer of control of the licensee to a party other than the assignee or transferee specified in the application. 10 Table of Contents Programming and Operations The Communications Act requires broadcasters to serve the “public interest.” Beginning in the late 1970s, the FCC gradually relaxed or eliminated many of the more formalized procedures it had developed to promote the broadcast of certain types of programming responsive to the needs of a station’s community of license.
Biggest changeProgramming and Operations The Communications Act requires broadcasters to serve the “public interest.” Beginning in the late 1970s, the FCC gradually relaxed or eliminated many of the more formalized procedures it had developed to promote the broadcast of certain types of programming responsive to the needs of a station’s community of license.
Ms. Beemish was previously the Senior Vice President of Finance at MediaCo since March 2021. Prior to joining MediaCo, Ms. Beemish served as Knotel's Head of Global Administration and Readiness and Head of Global People Operations. She founded consultancy Huppe Beemish LLC in 2016 and served as Senior Vice President of Operational Finance and Corporate Development at Granite Broadcasting. Ms.
Beemish was previously the Senior Vice President of Finance at MediaCo since March 2021. Prior to joining MediaCo, Ms. Beemish served as Knotel's Head of Global Administration and Readiness and Head of Global People Operations. She founded consultancy Huppe Beemish LLC in 2016 and served as Senior Vice President of Operational Finance and Corporate Development at Granite Broadcasting. Ms.
Such matters include, but are not limited to: • proposals to impose spectrum use or other fees on FCC licensees; • proposals to repeal or modify some or all of the FCC’s multiple ownership rules and/or policies; • proposals to impose requirements intended to promote broadcasters’ service to their local communities; • proposals to change rules relating to political broadcasting; • technical and frequency allocation matters; • proposals to restrict or prohibit the advertising of beer, wine and other alcoholic beverages; • proposals to tighten safety guidelines relating to radio frequency radiation exposure; • proposals to modify broadcasters’ public interest obligations; and • proposals, including by states, to limit the tax deductibility of advertising expenses by advertisers.
Such matters include, but are not limited to: • proposals to impose spectrum use or other fees on FCC licensees; • proposals to modify some or all of the FCC’s multiple ownership rules and/or policies; • proposals to impose requirements intended to promote broadcasters’ service to their local communities; • proposals to change rules relating to political broadcasting; • technical and frequency allocation matters; • proposals to restrict or prohibit the advertising of beer, wine and other alcoholic beverages; • proposals to tighten safety guidelines relating to radio frequency radiation exposure; • proposals to modify broadcasters’ public interest obligations; and • proposals, including by states, to limit the tax deductibility of advertising expenses by advertisers.
The following table sets forth our current FCC license expiration dates in addition to the call letters, license classification, antenna elevation above average terrain, power and frequency of all owned stations as of December 31, 2022: Radio Market Stations City of License Frequency Expiration Date of License FCC Class Height Above Average Terrain (in feet) Power (in Kilowatts) New York, NY WQHT(FM) New York, NY 97.1 June 2030 B 1,339 6.7 WBLS(FM) New York, NY 107.5 June 2030 B 1,362 4.2 Review of Ownership Restrictions The FCC is required by statute to review its broadcast ownership rules on a quadrennial basis ( i.e. , every four years) and to repeal or modify rules that are no longer “necessary in the public interest.” Despite several such reviews and appellate remands, the FCC’s rules limiting the number of radio stations that may be commonly owned in a local market have remained largely unchanged since their initial adoption following the 1996 Act.
The following table sets forth our current FCC license expiration dates in addition to the call letters, license classification, antenna elevation above average terrain, power and frequency of all owned stations as of December 31, 2023: Radio Market Stations City of License Frequency Expiration Date of License FCC Class Height Above Average Terrain (in feet) Power (in Kilowatts) New York, NY WQHT(FM) New York, NY 97.1 June 2030 B 1,339 6.7 WBLS(FM) New York, NY 107.5 June 2030 B 1,362 4.2 Review of Ownership Restrictions The FCC is required by statute to review its broadcast ownership rules on a quadrennial basis ( i.e. , every four years) and to repeal or modify rules that are no longer “necessary in the public interest.” Despite several such reviews and appellate remands, the FCC’s rules limiting the number of radio stations that may be commonly owned in a local market have remained largely unchanged since their initial adoption following the 1996 Act.
Furthermore, the Communications Act provides that no FCC license may be granted to an entity directly or indirectly controlled by another entity of which more than one-fourth of its capital stock is owned or voted by Non-U.S. Persons if the FCC finds that the public interest will be served by the denial of such license.
Persons”). Furthermore, the Communications Act provides that no FCC license may be granted to an entity directly or indirectly controlled by another entity of which more than one-fourth of its capital stock is owned or voted by Non-U.S. Persons if the FCC finds that the public interest will be served by the denial of such license.
We have classified the related assets and liabilities associated with our Fairway business as discontinued operations in our consolidated balance sheets and the results of our Fairway business have been presented as discontinued operations in our consolidated statements of income for all periods presented through December 9, 2022 as the sale represented a strategic shift in our business that had a major effect on our operations and financial results.
We have classified the related assets and liabilities associated with our Fairway business as discontinued operations in our consolidated balance sheets and the results of our Fairway business have been presented as discontinued operations in our consolidated statements of operations for all periods presented through December 9, 2022 as the sale represented a strategic shift in our business that had a major effect on our operations and financial results.
Unless otherwise noted, discussion refers to the Company's continuing operations. See Note 2 — Discontinued Operations in our consolidated financial statements included elsewhere in this report for additional information. Unless the context otherwise requires, references to “we”, “us” and “our” refer to MediaCo and its subsidiaries.
Unless otherwise noted, discussion herein refers to the Company's continuing operations. See Note 2 — Discontinued Operations in our consolidated financial statements included elsewhere in this report for additional information. Unless the context otherwise requires, references to “we”, “us” and “our” refer to MediaCo and its subsidiaries.
We cannot predict whether any proposed changes will be adopted, what other matters might be considered in the future, or what impact, if any, the implementation of any of these proposals or changes might have on our business. The foregoing is only a brief summary of certain provisions of the Communications Act and of specific FCC regulations.
We cannot predict whether any proposed changes will be adopted, what other matters might be considered in the future, or what impact, if any, the implementation of such proposals or changes might have on our business. The foregoing is only a brief summary of certain provisions of the Communications Act and of specific FCC regulations.
Attribution of Ownership Interests: In applying its ownership rules, the FCC has developed specific criteria that it uses to determine whether a certain ownership interest or other relationship with an FCC licensee is significant enough to be “attributable” or “cognizable” under its rules, such that there would be a violation of the FCC’s rules where such person or entity holds attributable interests in more than the permitted number of stations or a prohibited combination of outlets in the same market.
Attribution of Ownership Interests: In applying its ownership rules, the FCC has developed specific criteria that it uses to determine whether a certain ownership interest or other relationship with an FCC licensee is significant enough to be “attributable” or “cognizable” under its rules, such that there would be a violation of the FCC’s rules where such person or entity holds attributable interests in more than the permitted number of stations in the same market.
RADIO STATIONS In the following table, “Market Rank by Revenue” is the ranking of the market revenue size of the principal radio market served by our stations among all radio markets in the United States. Market revenue rankings are from BIA’s Investing In Radio 2022, fourth edition.
RADIO STATIONS In the following table, “Market Rank by Revenue” is the ranking of the market revenue size of the principal radio market served by our stations among all radio markets in the United States. Market revenue rankings are from BIA’s Investing In Radio 2023, fourth edition.
The three major performing rights organizations, from which the Company has licenses and to which we pay royalties, are the American Society of Composers, Authors, and Publishers (“ASCAP”), Broadcast Music, Inc. (“BMI”), and SESAC, Inc. These rates are set periodically, are often negotiated by organizations acting on behalf of broadcasters, and may increase in the future.
The four major performing rights organizations, from which the Company has licenses and to which we pay royalties, are the American Society of Composers, Authors, and Publishers (“ASCAP”), Broadcast Music, Inc. (“BMI”), SESAC, Inc., and Global Music Rights (“GMR”). These rates are set periodically, are often negotiated by organizations acting on behalf of broadcasters, and may increase in the future.
BUSINESS STRATEGY We are committed to improving the operating results of our core assets while simultaneously seeking future growth opportunities in new radio businesses that focus predominately on multi-cultural audiences in the national and digital advertising spaces.
BUSINESS STRATEGY We are committed to improving the operating results of our core assets while simultaneously seeking future growth opportunities in new radio and other complementary broadcast or other businesses that focus predominately on multi-cultural audiences in the national and digital advertising spaces.
MediaCo aims to be purposeful and do the right thing and over the years we have worked with our community to educate, understand, guide and amplify their voices to ensure our audience feels heard and appreciated . 7 Table of Contents INFORMATION ABOUT OUR EXECUTIVE OFFICERS Listed below is certain information about the executive officers of MediaCo as of December 31, 2022.
MediaCo aims to be purposeful and do the right thing and over the years we have worked with our community to educate, understand, guide and amplify their voices to ensure our audience feels heard and appreciated . INFORMATION ABOUT OUR EXECUTIVE OFFICERS Listed below is certain information about the executive officers of MediaCo as of December 31, 2023.
Our teams align with our mission and values; of the 141 full-time and part-time employees driving the business, over 78% are Black, Hispanic, or Asian, and 43% are female. Community Involvement One of our guiding principles is making a difference in the communities we serve, and our corporate social responsibility initiatives are an important part of our culture.
Our teams align with our mission and values; of the 116 full-time and part-time employees driving the business, over 84% are Black, Hispanic, or Asian, and 39% are female. Community Involvement One of our guiding principles is making a difference in the communities we serve, and our corporate social responsibility initiatives are an important part of our culture.
We believe that the volume of national advertising revenue tends to adjust to shifts in a station’s audience share position more rapidly than does the volume of local and regional advertising revenue. During the year ended December 31, 2022, approximately 22% of our total spot radio advertising revenues were derived from national sales and 78% were derived from local sales.
We believe that the volume of national advertising revenue tends to adjust to shifts in a station’s audience share position more rapidly than does the volume of local and regional advertising revenue. During the year ended December 31, 2023, approximately 17% of our total spot radio advertising revenues were derived from national sales and 83% were derived from local sales.
STATION AND MARKET MARKET RANK BY REVENUE FORMAT PRIMARY DEMOGRAPHIC TARGET AGES RANKING IN PRIMARY DEMOGRAPHIC TARGET STATION AUDIENCE SHARE New York, NY 2 WQHT(FM) Hip-Hop 18-34 5 5.1 WBLS(FM) Urban Adult Contemporary 25-54 3 6.2 RADIO ADVERTISING SALES Our stations derive their advertising revenue from local and regional spot radio and digital advertising in the marketplaces in which they operate, as well as from the sale of national advertising.
STATION AND MARKET MARKET RANK BY REVENUE FORMAT PRIMARY DEMOGRAPHIC TARGET AGES RANKING IN PRIMARY DEMOGRAPHIC TARGET STATION AUDIENCE SHARE New York, NY 2 WQHT(FM) Hip-Hop 18-34 10 3.9 WBLS(FM) Urban Adult Contemporary 25-54 8 4.0 RADIO ADVERTISING SALES Our stations derive their advertising revenue from local and regional spot radio and digital advertising in the marketplaces in which they operate, as well as from the sale of national advertising.
Additional Developments and Proposed Changes The FCC has adopted rules implementing a low power FM (“LPFM”) service, and over 2000 such stations have been licensed. In November 2007, the FCC adopted rules that, among other things, enhance LPFM’s interference protection from subsequently-authorized full-service stations.
Additional Developments and Proposed Changes The FCC has adopted rules implementing a low power FM (“LPFM”) service, and nearly 2000 such stations are currently licensed. In November 2007, the FCC adopted rules that, among other things, enhance LPFM’s interference protection from subsequently-authorized full-service stations.
On December 9, 2022, Fairway Outdoor LLC, FMG Kentucky, LLC and FMG Valdosta, LLC (collectively, “Fairway”), all of which are wholly owned direct and indirect subsidiaries of MediaCo, entered into an Asset Purchase Agreement (the “Purchase Agreement”), with The Lamar Company, L.L.C., a Louisiana limited liability company (the “Purchaser”).
On December 9, 2022, Fairway Outdoor LLC, FMG Kentucky, LLC and FMG Valdosta, LLC (collectively, “Fairway”), all of which are wholly owned direct and indirect subsidiaries of MediaCo, entered into an Asset Purchase Agreement (the “Purchase Agreement”), with The Lamar Company, L.L.C., a Louisiana limited liability company (the “Purchaser”), pursuant to which we sold our Fairway outdoor advertising business to the Purchaser.
Such conflicts could also result in the Company being unable to obtain FCC consents necessary for future acquisitions. Conversely, the Company’s media interests could operate to restrict other media investments by shareholders having or acquiring an interest in the Company.
Ownership-rule conflicts could require divestitures by either the Company or the affected shareholders, officers or directors. Such conflicts could also result in the Company being unable to obtain FCC consents necessary for future acquisitions. Conversely, the Company’s media interests could operate to restrict other media investments by shareholders having or acquiring an interest in the Company.
We believe our key human capital management objective is to attract, retain and develop the highest quality talent and subject matter experts in the sectors we operate.
We believe our key human capital management objective is to attract, retain and develop the highest quality talent and subject matter experts in the sectors we operate. We believe an alignment between talent and strategy is key to scaling the business.
These efforts primarily focus on the health care and education sectors. We believe our capabilities can address these clients’ under-served needs. Enhance the efficiency of our operations We believe it is essential that we operate our businesses as efficiently as possible. We regularly review our business operations and reduce costs or realign resources as necessary.
We believe our capabilities can address these clients’ under-served needs. 4 Table of Contents Enhance the efficiency of our operations We believe it is essential that we operate our businesses as efficiently as possible. We regularly review our business operations and reduce costs or realign resources as necessary.
“Ranking in Primary Demographic Target” is the ranking of the station within its designated primary demographic target among all radio stations in its market based on the December 2022 Nielsen Audio, Inc. (“Nielsen”) Portable People Meter results. A “t” indicates the station tied with another station for the stated ranking.
“Ranking in Primary Demographic Target” is the ranking of the station within its designated primary demographic target among all radio stations in its market based on the December 2023 Nielsen Audio, Inc. (“Nielsen”) Portable People Meter results.
We cannot predict whether either of the quadrennial review proceedings will result in modifications of the ownership rules or the impact (if any) that such modifications would have on our business.
The 2022 quadrennial review was launched in December 2022 and that proceeding remains pending. We cannot predict whether the 2022 quadrennial review proceedings will result in modifications of the ownership rules or the impact (if any) that such modifications would have on our business.
Reference should be made to the Communications Act as well as FCC rules, public notices and rulings for further information concerning the nature and extent of federal regulation of radio stations.
The following is a brief summary of certain provisions of the Communications Act and of specific FCC regulations and policies. Reference should be made to the Communications Act as well as FCC rules, public notices and rulings for further information concerning the nature and extent of federal regulation of radio stations.
COMMUNITY INVOLVEMENT We believe that to be successful, we must be integrally involved in the communities we serve. We see ourselves as community partners. To that end, our radio stations participate in many community programs, fundraisers and activities that benefit a wide variety of causes.
We see ourselves as community partners. To that end, our radio stations participate in many community programs, fundraisers and activities that benefit a wide variety of causes.
To assess whether a voting stock interest in a direct or indirect parent corporation of a broadcast licensee is attributable, the FCC uses a “multiplier” analysis in which non-controlling voting stock interests are deemed proportionally reduced at each non-controlling link in a multi-corporation ownership chain. 9 Table of Contents Ownership-rule conflicts could require divestitures by either the Company or the affected shareholders, officers or directors.
To assess whether a voting stock interest in a direct or indirect parent corporation of a broadcast licensee is attributable, the FCC uses a “multiplier” analysis in which non-controlling voting stock interests are deemed proportionally reduced at each non-controlling link in a multi-corporation ownership chain.
The Communications Act, among other things, prohibits the assignment of a broadcast license or the transfer of control of an entity holding such a license without the prior approval of the FCC.
The Communications Act, among other things, prohibits the assignment of a broadcast license or the transfer of control of an entity holding such a license without the prior approval of the FCC. Under the Communications Act, the FCC also regulates certain aspects of media that compete with broadcast stations.
In order to stream music over the Internet, MediaCo must also obtain licenses and pay royalties to the owners of copyrights in sound recordings (typically, artists and record companies).
In order to stream music over the Internet, MediaCo must also obtain licenses and pay royalties to the owners of copyrights in sound recordings (typically, artists and record companies). These royalties are in addition to royalties for Internet streaming that must be paid to performing rights organizations.
It also is possible that songwriters or publishers may disassociate with these performing rights organizations, or that additional such organizations could emerge in the future. In 2013 a new performing rights organization named Global Music Rights (“GMR”) was formed.
It also is possible that songwriters or publishers may disassociate with these performing rights organizations, or that additional such organizations could emerge in the future.
As a result, the FCC’s Radio/Television Cross-Ownership Rule, which limited the number of radio and television and stations that could be commonly owned in a single market, was eliminated. The FCC initiated its 2018 quadrennial review in December 2018 and that proceeding remains pending. The 2022 quadrennial review was launched in December 2022 and that proceeding also remains pending.
As a result, the FCC’s Radio/Television Cross-Ownership Rule, which limited the number of radio and television and stations that could be commonly owned in a single market, was eliminated. 8 Table of Contents The FCC completed its 2018 quadrennial review in December 2023, largely leaving its radio rules unchanged.
Alien Ownership : Alien Ownership: Under the Communications Act, no FCC license may be held by a corporation if more than one-fifth of its capital stock is owned or voted by aliens or their representatives, a foreign government or representative thereof, or an entity organized under the laws of a foreign country (collectively, “Non-U.S. Persons”).
In the 2022 quadrennial review proceeding, the FCC is considering all aspects of the local radio ownership rule, including whether the rule in its current form remains necessary in the public interest. 9 Table of Contents Alien Ownership : Alien Ownership: Under the Communications Act, no FCC license may be held by a corporation if more than one-fifth of its capital stock is owned or voted by aliens or their representatives, a foreign government or representative thereof, or an entity organized under the laws of a foreign country (collectively, “Non-U.S.
All of our executive officers serve at the pleasure of the Board of Directors. There are no family relationships among any of our executive officers or directors. NAME POSITION AGE AT DECEMBER 31, 2022 YEAR FIRST ELECTED OFFICER Rahsan-Rahsan Lindsay Chief Executive Officer and Director 51 2021 Bradford A.
All of our executive officers serve at the pleasure of the Board of Directors. There are no family relationships among any of our executive officers or directors. NAME POSITION AGE AT DECEMBER 31, 2023 YEAR FIRST ELECTED OFFICER Kudjo Sogadzi Interim President and Chief Operating Officer 41 2023 Ann C.
To remain competitive, we focus on sustaining and growing our radio audiences, optimizing our pricing strategy and developing innovative marketing programs for our clients that allow them to interact with our audiences in more direct and measurable ways.
To remain competitive, we focus on sustaining and growing our radio audiences, optimizing our pricing strategy and developing innovative marketing programs for our clients that allow them to interact with our audiences in more direct and measurable ways. These programs often include elements such as endorsements, events, contests, special promotions, Internet advertising, email marketing, interactive mobile advertising and online video.
The primary challenge is increased competition for the time and attention of our listeners. The primary opportunity is to further enhance the relationships we already have with our listeners by expanding products and services offered by our radio stations to adjacent areas of entertainment, including streaming, gaming, and sports, and to increase audience reach via connected devices.
The primary opportunity is to further enhance the relationships we already have with our listeners by expanding products and services offered by our radio stations to adjacent areas of entertainment, including streaming, gaming, and sports, and to increase audience reach via connected devices. 5 Table of Contents COMMUNITY INVOLVEMENT We believe that to be successful, we must be integrally involved in the communities we serve.
In limited cases, such as Hot 97's Summer Jam, we produce the event, including securing the performing artists and venue, and are primarily responsible for the financial risk and reward, including ticket and sponsorship sales associated with the event. 5 Table of Contents NEW TECHNOLOGIES We believe that the growth of new technologies not only presents challenges, but also opportunities for broadcasters.
In these situations, we do not bear financial risk on the success of the event. In limited cases, such as Hot 97's Summer Jam, we produce the event, including securing the performing artists and venue, and are primarily responsible for the financial risk and reward, including ticket and sponsorship sales associated with the event.
These royalties are in addition to royalties for Internet streaming that must be paid to performance rights organizations. 11 Table of Contents Legislation also has regularly been introduced in Congress that would require the payment of performance royalties to artists, musicians, or record companies whose music is played on terrestrial radio stations, ending a long-standing copyright law exception.
Legislation also has regularly been introduced in Congress that would require the payment of performance royalties to artists, musicians, or record companies whose music is played on terrestrial radio stations, ending a long-standing copyright law exception. If enacted, such legislation could have an adverse impact on the cost broadcast of music programming.
We believe an alignment between talent and strategy is key to scaling the business. 6 Table of Contents At December 31, 2022, we had 141 full-time and part-time employees, compared to 192 at December 31, 2021, at which earlier date 49 of which employees were employed in our disposed outdoor advertising business.
At December 31, 2023, we had 116 full-time and part-time employees, compared to 141 at December 31, 2022, at which earlier date 49 employees were employed in our disposed outdoor advertising business.
In addition, the FCC permits terrestrial digital audio broadcasting (“DAB,” also known as high definition radio or “HD Radio ® ”) by FM stations, and in October 2020, adopted rules permitting all-digital operations by AM stations.
The country’s single SDARS operator, Sirius XM, provides nationwide programming service as well as channels that provide local traffic and weather information for major cities. 10 Table of Contents In addition, the FCC permits terrestrial digital audio broadcasting (“DAB,” also known as high definition radio or “HD Radio ® ”) by FM stations, and in October 2020, adopted rules permitting all-digital operations by AM stations.
Our ability to deploy multi-touchpoint marketing programs allows us to deliver a stronger return-on-investment for our clients while simultaneously generating ancillary revenue streams for our media properties. 4 Table of Contents Extend sales efforts into new market segments Given the competitive pressures in many of our “traditional” advertising categories, we have been expanding our network of advertiser relationships into not-for-profits, political advertising, corporate philanthropy, environmental initiatives and government agencies.
Extend sales efforts into new market segments Given the competitive pressures in many of our “traditional” advertising categories, we have been expanding our network of advertiser relationships into not-for-profits, political advertising, corporate philanthropy, environmental initiatives and government agencies. These efforts primarily focus on the health care and education sectors.
Tobin President, Chief Operating Officer and General Counsel 40 2020 Ann C. Beemish Executive Vice President, Chief Financial Officer and Treasurer 50 2021 Mr. Lindsay was appointed to the position of Chief Executive Officer in June 2021. Prior to joining MediaCo, Mr.
Beemish Executive Vice President, Chief Financial Officer and Treasurer 51 2021 Mr. Sogadzi was appointed to the position of Chief Operating Officer in July 2023 and interim President in October 2023. Prior to joining MediaCo, Mr. Sogadzi served as an investment analyst at Standard General LP since 2019.
We are implementing annual goal-setting and performance management processes, as well as formal surveys of our employees on a periodic and ongoing basis to measure engagement and identify areas for improvement. Code of Business Conduct We are deeply committed to promoting a culture of ethical conduct and compliance.
We are implementing annual goal-setting and performance management processes to ensure the mission is executed, while ensuring transparency. 6 Table of Contents Code of Business Conduct We are deeply committed to promoting a culture of ethical conduct and compliance.
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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.
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The transactions contemplated by the Purchase Agreement closed as of the date of the Purchase Agreement.
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These programs often include elements such as on-air endorsements, events, contests, special promotions, Internet advertising, email marketing, interactive mobile advertising and online video.
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Our ability to deploy multi-touchpoint marketing programs allows us to deliver a stronger return-on-investment for our clients while simultaneously generating ancillary revenue streams for our media properties.
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In these situations, we do not bear financial risk on the success of the event.
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NEW TECHNOLOGIES We believe that the growth of new technologies not only presents challenges, but also opportunities for broadcasters. The primary challenge is increased competition for the time and attention of our listeners.
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In January 2022, we helped raise over $1 million by broadcasting a day-long fundraiser for the families impacted by the Bronx apartment fire at Twin Parks North-West.
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He has also held positions as a Principal at OS Global LLC from 2015 to 2019, Hedge Fund Analyst at EnTrust Global, and serves on the board of Gloria Maris LLC. 7 Table of Contents Ms. Beemish was appointed to the position of Executive Vice President, Chief Financial Officer and Treasurer in November 2021. Ms.
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The policies and rules of the FCC permit certain joint ownership and joint operation of local stations. Our radio stations take advantage of these joint arrangements when appropriate to lower operating costs and to offer advertisers more attractive rates and services.
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When evaluating an assignment or transfer of control application, the FCC is prohibited from considering whether the public interest might be served by an assignment of the broadcast license or transfer of control of the licensee to a party other than the assignee or transferee specified in the application.
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Lindsay served as the Executive Vice President of Advertising Sales and Marketing for Urban One, Inc. for nine years, where he oversaw advertising sales, integrated marketing, and sales operations for TV One and sister network CLEO TV, which he helped launch in 2019.
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In 2020, he took over as head of iOne Digital ad sales and One Solution, Urban One’s cross-platform marketing group, as well as One X Studios, the branded content production arm of Urban One. Mr. Lindsay has been a member of the Advisory Board of Rutgers University School of Business since 2018.
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In addition, he maintains a seat on the International Radio and Television Society board, a position that he has held for the past four years and serves as the co-chair of the board of directors for The Brotherhood/Sister Sol, a Harlem-based nonprofit organization providing education and personal development, career training and support services to underserved youth. Mr.
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Tobin has served as President, Chief Operating Officer, and General Counsel since June 2021, after being appointed as Chief Operating Officer in August 2020. Mr. Tobin has over 15 years of legal and operational experience. Prior to joining the Company, Mr. Tobin served as General Counsel, Chief Compliance Officer and Secretary of Standard Diversified Inc.
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(a former affiliate of the Company), and before that served as the General Counsel and Senior Vice President of General Wireless Operations Inc. d/b/a RadioShack. Preceding this role, Mr. Tobin served on the distressed debt team at Silver Point Capital, LP. Ms. Beemish was appointed to the position of Executive Vice President, Chief Financial Officer and Treasurer in November 2021.
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Under the Communications Act, the FCC also regulates certain aspects of media that compete with broadcast stations. 8 Table of Contents The following is a brief summary of certain provisions of the Communications Act and of specific FCC regulations and policies.
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In the 2018 and 2022 quadrennial review proceedings, the FCC is considering all aspects of the local radio ownership rule, including whether the rule in its current form remains necessary in the public interest.
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The country’s single SDARS operator, Sirius XM, provides nationwide programming service as well as channels that provide local traffic and weather information for major cities.
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GMR has obtained the rights to certain high-value copyrights and has negotiated individual licensing agreements with radio stations for songs within its repertoire.
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If enacted, such legislation could have an adverse impact on the cost of music programming.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

37 edited+18 added−9 removed75 unchanged
Biggest changeWe may be unable to adequately address the financial, legal and operational risks raised by such acquisitions, especially if we are unfamiliar with the industry in which we invest. The realization of any unknown risks could prevent or limit us from realizing the projected benefits of the acquisitions, which could adversely affect our financial condition and liquidity.
Biggest changeThe realization of any unknown risks could prevent or limit us from realizing the projected benefits of the acquisitions, which could adversely affect our financial condition and liquidity. In addition, our financial condition and results of operations will be subject to the specific risks applicable to any company in which we invest.
Future events like those of September 11, 2001, or the evolving COVID-19 pandemic, may have a material adverse effect on our advertising revenues and operating results. Additionally, the attacks on the World Trade Center on September 11, 2001 resulted in the destruction of the transmitter facilities that were located there.
Future events like those of September 11, 2001, or the COVID-19 pandemic, may have a material adverse effect on our advertising revenues and operating results. Additionally, the attacks on the World Trade Center on September 11, 2001 resulted in the destruction of the transmitter facilities that were located there.
We could be prevented from operating a radio station if we fail to maintain its license. The radio broadcasting industry is subject to extensive and changing regulation. The Communications Act and FCC rules and policies require FCC approval for transfers of control and assignments of FCC licenses.
We could be prevented from operating a radio station if we fail to maintain its licenses. The radio broadcasting industry is subject to extensive and changing regulation. The Communications Act and FCC rules and policies require FCC approval for transfers of control and assignments of FCC licenses.
Accordingly, our ticket sales success depends, in part, upon the ability of these third parties to correctly anticipate public demand for particular events, as well as the availability of popular artists, entertainers and teams. 13 Table of Contents In addition, artists are booked four to eight months in advance of the beginning of the tour and we often agree to pay an artist a fixed guaranteed amount prior to our receiving any revenue.
Accordingly, our ticket sales success depends, in part, upon the ability of these third parties to correctly anticipate public demand for particular events, as well as the availability of popular artists, entertainers and teams. 12 Table of Contents In addition, artists are booked four to eight months in advance of the beginning of the tour and we often agree to pay an artist a fixed guaranteed amount prior to our receiving any revenue.
This temporary policy had a material adverse effect on our advertising revenues and operating results for the month of September 2001. Similarly, the COVID-19 pandemic caused severe trauma to our business during 2020, with advertisers pulling advertisements and events like Summer Jam being canceled.
This temporary policy had a material adverse effect on our advertising revenues and operating results for the month of September 2001. Similarly, the COVID-19 pandemic caused severe trauma to our business during 2020 and the years following, with advertisers pulling advertisements and events like Summer Jam being canceled.
They also could restrict our corporate activities in other ways and could adversely affect our ability to finance our future operations or capital needs. 17 Table of Contents To service our indebtedness and other obligations, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.
They also could restrict our corporate activities in other ways and could adversely affect our ability to finance our future operations or capital needs. 16 Table of Contents To service our indebtedness and other obligations, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.
We cannot predict the impact programmatic buying may have on the radio industry or our financial condition and results of operations. Additionally, technological advancements in the operation of radio stations and related businesses have increased the number of patent and other intellectual property infringement claims brought against broadcasters, including MediaCo.
We cannot predict the impact programmatic buying may have on the radio industry or our financial condition and results of operations. Additionally, technological advancements in the operation of radio stations and related businesses have increased the number of patent and other intellectual property infringement claims brought against broadcasters.
As part of our business strategy, we may pursue acquisitions or other investment opportunities. However, there is no assurance that we will be successful in identifying or consummating any suitable acquisitions and certain acquisition opportunities may be limited or prohibited by applicable regulatory regimes.
We may not be successful in identifying any additional suitable acquisition or investment opportunities. As part of our business strategy, we may pursue acquisitions or other investment opportunities. However, there is no assurance that we will be successful in identifying or consummating any suitable acquisitions and certain acquisition opportunities may be limited or prohibited by applicable regulatory regimes.
While MediaCo has not historically been subject to material patent and other intellectual property claims and takes certain steps to limit the likelihood of, and exposure to, such claims, no assurance can be given that material claims will not be asserted in the future. 14 Table of Contents Our business depends heavily on maintaining our licenses with the FCC.
While MediaCo has not historically been subject to material patent and other intellectual property claims and takes certain steps to limit the likelihood of, and exposure to, such claims, no assurance can be given that material claims will not be asserted in the future. 13 Table of Contents Our business depends heavily on maintaining our FCC licenses.
If we lose the services of members of our management team or other key personnel, we may not be able to successfully manage our business or achieve our business objectives. We need to continue to attract and retain qualified key personnel in a highly competitive environment.
If we lose the services of members of our management team or other key personnel, we may not be able to successfully manage our business or achieve our business objectives. 14 Table of Contents We need to continue to attract and retain qualified key personnel in a highly competitive environment.
As of December 31, 2022, SG Broadcasting controlled approximat ely 72.4% of the outstanding voting interests of MediaCo through its ownership of MediaCo Class B common stock. Because of the voting power of SG Broadcasting, we are considered a “controlled company” for purposes of Nasdaq requirements.
As of December 31, 2023, SG Broadcasting controlled approximat ely 72.3% of the outstanding voting interests of MediaCo through its ownership of MediaCo Class B common stock. Because of the voting power of SG Broadcasting, we are considered a “controlled company” for purposes of Nasdaq requirements.
Impairment losses related to our intangible assets could reduce our earnings in the future. As of December 31, 2022, our intangible assets comprised 67% of our total assets. We did not record any impairment charges during the years ended December 31, 2022, and 2021.
Impairment losses related to our intangible assets could reduce our earnings in the future. As of December 31, 2023, our intangible assets comprised 68% of our total assets. We did not record any impairment charges during the years ended December 31, 2023, and 2022.
SG Broadcasting, a company wholly owned by funds managed by Standard General, beneficially owns shares representing approximately 76.8% of the outstanding combined voting power of all classes of our common stock.
SG Broadcasting, a company wholly owned by funds managed by Standard General, beneficially owns shares representing approximately 94.7% of the outstanding combined voting power of all classes of our common stock.
Risks Related to our Common Stock: SG Broadcasting possesses significant voting interest with respect to our outstanding common stock, which limits the influence on corporate matters by a holder of MediaCo Class A common stock. As of December 31, 2022, SG Broadcasting held approximately 82.1% of the voting interests of our outstanding common stock on a fully diluted basis.
Risks Related to our Common Stock: SG Broadcasting possesses significant voting interest with respect to our outstanding common stock, which limits the influence on corporate matters by a holder of MediaCo Class A common stock. As of December 31, 2023, SG Broadcasting held approximately 96.9% of the voting interests of our outstanding common stock on a fully diluted basis.
Bureau of Economic Analysis reports that U.S. real gross domestic product grew 2.1% and 5.9% , respectively. 12 Table of Contents We may lose audience share and advertising revenue to competing radio stations or other types of media. The radio broadcasting industry is highly competitive.
During these same periods, the U.S. Bureau of Economic Analysis reports that U.S. real gross domestic product grew 2.5% and 1.9% , respectively. We may lose audience share and advertising revenue to competing radio stations or other types of media. The radio broadcasting industry is highly competitive.
Also, given our reliance on urban formats in New York, our financial condition and results of operations could be materially and adversely affected by additional urban format competition by our competitors. Our operations have been, and continue to be, adversely affected by the pandemic.
Also, given our reliance on urban formats in New York, our financial condition and results of operations could be materially and adversely affected by additional urban format competition by our competitors.
Our business relies on an alignment between our brands and our audience taste and preferences through the distribution of content over-the-air, digitally and visually. If the alignment between our brands and our audience shifts, then we might experience a shift in advertising revenue and categories.
Our business relies on an alignment between our brands and our audience taste and preferences through the distribution of content over-the-air, digitally and visually. If the alignment between our brands and our audience shifts, then we might experience a shift in advertising revenue and categories. Changes in current Federal regulations could adversely affect our business operations.
Changes in current Federal regulations could adversely affect our business operations Congress and the FCC have under consideration, and may in the future consider and adopt, new laws, regulations and policies that could, directly or indirectly, af fect the profitability of our broadcast stations.
Congress and the FCC have under consideration, and may in the future consider and adopt, new laws, regulations and policies that could, directly or indirectly, af fect the profitability of our broadcast stations.
We may not be able to meet the continued listing requirements of Nasdaq, which require, among other things, a minimum closing price of MediaCo Class A common stock, a minimum market capitalization and minimum shareholders' equity.
MediaCo’s Class A common stock is listed on Nasdaq under the ticker symbol “MDIA”. We may not be able to meet the continued listing requirements of Nasdaq, which require, among other things, a minimum closing price of MediaCo Class A common stock, a minimum market capitalization and minimum shareholders' equity.
A delisting of MediaCo Class A common stock from Nasdaq could negatively impact us by, among other things, reducing the liquidity and market price of MediaCo Class A common stock.
Such as delisting could negatively impact us by, among other things, reducing the liquidity and market price of our Class A common stock.
Additionally, other than with respect to the Emmis Convertible Promissory Note, which is convertible into MediaCo Class A common stock, Emmis no longer holds any common stock of MediaCo, though its officers serve as the MediaCo Class A Directors.
Additionally, other than with respect to the Emmis Convertible Promissory Note, which is convertible into MediaCo Class A common stock, Emmis holds 362,099 shares of Class A common stock of MediaCo, and its officers serve as the MediaCo Class A Directors.
Under Indiana law, directors of MediaCo may, in considering the best interests of the Company, consider the effects of any action on shareholders, employees, suppliers, and customers of the Company, and communities in which offices or other facilities of the Company are located, and any other factors the directors consider pertinent.
Under Indiana law, directors of MediaCo may, in considering the best interests of the Company, consider the effects of any action on shareholders, employees, suppliers, and customers of the Company, and communities in which offices or other facilities of the Company are located, and any other factors the directors consider pertinent. 17 Table of Contents MediaCo Class A common stock may cease to be listed on Nasdaq.
There can be no assurance that we will be able to comply with Nasdaq's continued listing requirements. 18 Table of Contents Our By-Laws designate the Circuit or Superior Courts of Marion County, Indiana, or the United States District Court for the Southern District of Indiana in a case of pendant jurisdiction, as the exclusive forum for certain litigation that may be initiated by holders of shares of MediaCo, which would discourage lawsuits against us and our director and officers.
Our By-Laws designate the Circuit or Superior Courts of Marion County, Indiana, or the United States District Court for the Southern District of Indiana in a case of pendant jurisdiction, as the exclusive forum for certain litigation that may be initiated by holders of shares of MediaCo, which would discourage lawsuits against us and our director and officers.
Our success depends in large part upon the leadership and performance of our radio management teams and other key personnel. Operating as an independent public company demands a significant amount of time and effort from our management and other personnel and may give rise to increased turnover.
Operating as an independent public company demands a significant amount of time and effort from our management and other personnel and may give rise to increased turnover.
Alternatively, if a court outside of the State of Indiana were to find this forum selection provision inapplicable to, or unenforceable in respect of, one or more of the types of actions or claims described above, we may incur additional costs associated with resolving such matters in other jurisdictions, which could harm our business, prospects, financial condition and results of operations.
Alternatively, if a court outside of the State of Indiana were to find this forum selection provision inapplicable to, or unenforceable in respect of, one or more of the types of actions or claims described above, we may incur additional costs associated with resolving such matters in other jurisdictions, which could harm our business, prospects, financial condition and results of operations. 18 Table of Contents We are an “emerging growth company” and, as a result of the reduced disclosure and governance requirements applicable to emerging growth companies, MediaCo Class A common stock may be less attractive to investors for so long as we remain an emerging growth company.
In particular, Congress is considering a revocation of radio's exemption from paying royalties to performing artists for use of their recordings (radio already pays a royalty to songwriters).
In particular, Congress is considering a revocation of radio's exemption from paying royalties to performing artists for use of their recordings (radio already pays a royalty to songwriters). A requirement to pay additional royalties could have a material and adverse effect on our financial condition and results of operations.
Any material disruption, malfunction or similar challenges with our business processes or information systems, or disruptions or challenges relating to the transition to new processes, systems or providers, could have a material adverse effect on our financial condition and results of operations. We may not be successful in identifying any additional suitable acquisition or investment opportunities.
Any material disruption, malfunction or similar challenges with our business processes or information systems, or disruptions or challenges relating to the transition to new processes, systems or providers, could have a material adverse effect on our financial condition and results of operations. 15 Table of Contents We and our business partners maintain significant amounts of data electronically in various locations.
Future acquisitions or investments could involve unknown risks that could harm our business and adversely affect our financial condition. We may make acquisitions in a variety of industries and market sectors. Future acquisitions that we consummate will involve unknown risks, some of which will be particular to the industry in which the acquisition target operates.
Future acquisitions or investments, or similar strategic transactions, could involve unknown risks that could harm our business and adversely affect our financial condition. We may make acquisitions, or engage in other similar strategic transactions, in a variety of industries and market sectors including but not limited to the radio industry.
The modification, change of, or interruption of such systems may disrupt our business, processes and internal controls. The proper functioning of our internal business processes and information systems is critical to the efficient operation and management of our business. If these information technology systems fail or are interrupted, our operations may be adversely affected and operating results could be harmed.
Our business is dependent upon the proper functioning of our internal business processes and information systems. The modification, change of, or interruption of such systems may disrupt our business, processes and internal controls. The proper functioning of our internal business processes and information systems is critical to the efficient operation and management of our business.
We might not be able to complete future offerings, and future borrowings might not be available to us in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs.
We might not be able to complete future offerings, and future borrowings might not be available to us in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. We have significant current debt service obligations that cause substantial doubt about our ability to continue as a going concern.
In addition, our financial condition and results of operations will be subject to the specific risks applicable to any company in which we invest. Risks Related to Indebtedness: The terms of any future indebtedness may restrict our current and future operations, particularly our ability to respond to changes in market conditions or to take some actions.
Risks Related to Indebtedness: The terms of any future indebtedness may restrict our current and future operations, particularly our ability to respond to changes in market conditions or to take some actions. Any future long-term debt instruments may impose significant operating and financial restrictions on us.
These include catastrophic events, power anomalies or outages, natural disasters, computer system or network failures, viruses or malware, physical or electronic intrusions, unauthorized access and cyber-attacks.
Our information technology systems, and those of third party providers, may also be vulnerable to damage or disruption caused by circumstances beyond our control. These include catastrophic events, power anomalies or outages, natural disasters, computer system or network failures, viruses or malware, physical or electronic intrusions, unauthorized access and cyber-attacks.
Even in the absence of a general recession or downturn in the economy, an individual business sector (such as the automotive industry) that tends to spend more on advertising than other sectors might be forced to reduce its advertising expenditures if that sector experiences a downturn.
For example, the economic tumult caused by the COVID-19 pandemic had a material adverse effect on our advertising revenues at our New York radio stations, which we believe has continued to impact us even as of the date of this report. 11 Table of Contents Even in the absence of a general recession or downturn in the economy, an individual business sector (such as the automotive industry) that tends to spend more on advertising than other sectors might be forced to reduce its advertising expenditures if that sector experiences a downturn.
Our business processes and information systems need to be sufficiently scalable to adapt to the size of our business and may require modifications or upgrades that expose us to a number of operational risks. Our information technology systems, and those of third party providers, may also be vulnerable to damage or disruption caused by circumstances beyond our control.
If these information technology systems fail or are interrupted, our operations may be adversely affected and operating results could be harmed. Our business processes and information systems need to be sufficiently scalable to adapt to the size of our business and may require modifications or upgrades that expose us to a number of operational risks.
New York market revenues, as measured by the accounting firm Miller Kaplan Arase LLP (“Miller Kaplan”), during the year ended December 31, 2022, and the year ended December 31, 2021, w ere up 1.6% and up 41.2%, respectively. During these s ame periods, the U.S.
Radio revenues in the New York market in which we operate are highly correlated to the performance of the economy of United States. New York market revenues, as measured by the accounting firm Miller Kaplan Arase LLP (“Miller Kaplan”), during the years ended December 31, 2023 and 2022 , w ere down 3.3% and u p 1.6%, respectively.
A requirement to pay additional royalties could have a material and adverse effect on our financial condition and results of operations. 15 Table of Contents Our business strategy and our ability to operate profitably depend on the continued services of our key employees, the loss of whom could have a material adverse effect on our business.
Our business strategy and our ability to operate profitably depend on the continued services of our key employees, the loss of whom could have a material adverse effect on our business. Our success depends in large part upon the leadership and performance of our radio management teams and other key personnel.
Similarly, hurricanes, floods, tornadoes, earthquakes, wild fires and other natural disasters can have a material adverse effect on our operations in any given market.
Similarly, hurricanes, floods, tornadoes, earthquakes, wild-fires and other natural disasters can have a material adverse effect on our operations in any given market. While we generally carry insurance covering such catastrophes, we cannot be sure that the proceeds from such insurance will be sufficient to offset the costs of rebuilding or repairing our property or the lost income.
Removed
For example, the economic tumult caused by the COVID-19 pandemic has had a material adverse effect on our advertising revenues at our New York radio stations.
Added
This data relates to all aspects of our business, including certain customer, consumer, supplier, partner and employee data. We maintain systems and processes designed to protect this data, but notwithstanding such protective measures, there is a risk of intrusion, cyber-attacks or tampering that could compromise the integrity and privacy of this data.
Removed
Radio revenues in the New York market in which we operate are highly correlated to the performance of the economy of United States.
Added
In addition, we provide confidential and proprietary information to our third-party business partners in certain cases where doing so is necessary to conduct our business.
Removed
We hold a number of events, most notably Summer Jam in June of each year, in which large numbers of people are in close proximity. We were required to cancel Summer Jam in 2020 due to the COVID-19 pandemic, which adversely impacted our financial results in 2020.
Added
While we obtain assurances from those parties that they have systems and processes in place to protect such data, and where applicable, that they will take steps to assure the protections of such data by third parties, nonetheless those partners may also be subject to data intrusion or otherwise compromise the protection of such data.
Removed
We delayed Summer Jam in 2021 until late August due to slower than expected reopening of the New York/New Jersey market. In 2022, Summer Jam was moved back to June, however the ticket sales and advertising were negatively impacted by a combination of the pandemic, weather forecast and the suppressed market conditions, resulting in a loss in revenue.
Added
Any compromise of the confidential data of our customers, consumers, suppliers, partners, employees or ourselves, or failure to prevent or mitigate the loss of or damage to this data through breach of our information technology systems or other means could substantially disrupt our operations, harm our customers, consumers, employees and other business partners, damage our reputation, violate applicable laws and regulations, and could have a material adverse effect on our financial condition and results of operations.
Removed
Our ability to successfully hold future Summer Jams is dependent on, among other things, state and local restrictions on crowd sizes and people’s willingness to attend large gatherings. We cannot predict when, if ever, advertising levels will return to pre-pandemic levels.
Added
Future acquisitions that we consummate will involve unknown risks, some of which will be particular to the industry in which the acquisition target operates. We may be unable to adequately address the financial, legal and operational risks raised by such acquisitions, especially if we are unfamiliar with the industry in which we invest.
Removed
While we generally carry insurance covering such catastrophes, we cannot be sure that the proceeds from such insurance will be sufficient to offset the costs of rebuilding or repairing our property or the lost income. 16 Table of Contents Our business is dependent upon the proper functioning of our internal business processes and information systems.
Added
The Company has debt service obligations of approximately $7.1 million due under its Emmis Convertible Promissory Note (as defined in Note 13) from April 1, 2024 (the date of issuance of these financial statements) through April 1, 2025.
Removed
Any future long-term debt instruments may impose significant operating and financial restrictions on us.
Added
As a result of this debt service obligation to Emmis, management anticipates the Company will be unable to meet its liquidity needs for the next twelve months with cash and cash equivalents on hand and projected cash flows from operations.
Removed
MediaCo Class A common stock may cease to be listed on Nasdaq. MediaCo’s Class A common stock is listed on Nasdaq under the ticker symbol “MDIA”.
Added
Management is prepared to implement additional cost cutting measures, as necessary, and intends to seek additional borrowings to meet its debt service obligations, if needed. While the Company has been successful in obtaining additional liquidity in the past, no assurances can be made that the Company will receive such liquidity in the future.
Removed
We are an “emerging growth company” and, as a result of the reduced disclosure and governance requirements applicable to emerging growth companies, MediaCo Class A common stock may be less attractive to investors for so long as we remain an emerging growth company.
Added
As a result of the conditions identified above, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.
Added
The Company’s independent auditor has included an explanatory paragraph regarding the substantial doubt about the Company’s ability to continue as a going concern in its report on these consolidated financial statements.
Added
On September 15, 2023, we received a notification letter from the Nasdaq Listing Qualifications Department (the “Staff”) notifying us that, because the closing bid price for our Class A common stock was below $1.00 for 30 consecutive business days, we no longer met the minimum bid price requirement for continued listing on The Nasdaq Capital Market under Nasdaq Marketplace Rule 5550(a)(2), requiring a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”).
Added
In accordance with Nasdaq Listing Rule 5810(c)(3)(A)(ii), we were given 180 calendar days, or until March 13, 2024, to regain compliance with the Minimum Bid Price Requirement. We did not achieve compliance during that period.
Added
On March 14, 2024, we received a notification letter from the Staff notifying us that that we had been granted an additional 180 days, or until September 9, 2024, to regain compliance with the Minimum Bid Price Requirement, based on meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on The Nasdaq Capital Market with the exception of the bid price requirement, and our written notice of our intention to cure the deficiency during the compliance period.
Added
If at any time before September 9, 2024, the bid price of our Class A common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, the Staff will provide written confirmation that we have achieved compliance.
Added
If we do not regain compliance with the Minimum Bid Price Requirement by the end of the second compliance period, the Class A common stock will become subject to delisting.
Added
In the event that we receive notice that the Class A common stock is being delisted, the Nasdaq listing rules permit us to appeal a delisting determination by the Staff to a hearings panel.
Added
We intend to continue to monitor the closing bid price of the Common Stock between now and September 9, 2024, and will consider available options to regain compliance with the Minimum Bid Price Requirement, including initiating a reverse stock split.
Added
However, there can be no assurance that we will be able to regain compliance with the Minimum Bid Price Requirement or will otherwise be in compliance with other Nasdaq Listing Rules. If our Class A common stock were to be delisted from Nasdaq, and we might or might not be eligible to list our shares on another market.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe transmitter/antenna site for each station is generally located so as to provide maximum market coverage, consistent with the station's FCC license. In general, we do not anticipate difficulties in renewing the transmitter/antenna site leases or in leasing additional space or sites if required. 19 Table of Contents
Biggest changeThe transmitter/antenna site for each station is generally located so as to provide maximum market coverage, consistent with the station's FCC license. In general, we do not anticipate difficulties in renewing the transmitter/antenna site leases or in leasing additional space or sites if required.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. LEGAL PROCEEDINGS. We are not a party to any material legal proceedings at this time. From time to time, we may be subject to various legal proceedings and claims, which may have a material adverse effect on our financial position or results of operations. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 20 Table of Contents PART II
Biggest changeFrom time to time, we may be subject to various legal proceedings and claims, which may have a material adverse effect on our financial position or results of operations. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 20 Table of Contents PART II
Added
ITEM 3. LEGAL PROCEEDINGS. 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.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeShare Repurchases The following table provides information relating to the shares we purchased during the quarter ended December 31, 2022: Period Total Number of Shares Purchased Weighted Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Program Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program October 1, 2022 – October 31, 2022 — — — — November 1, 2022 – November 30, 2022 — — — — December 1, 2022 – December 31, 2022 187,078 $ 1.17 187,078 $ 1,777,705 Total 187,078 $ 1.17 187,078 ITEM 6. [RESERVED] None.
Biggest changeShare Repurchases The following table provides information relating to the shares we purchased during the quarter ended December 31, 2023: Period Total Number of Shares Purchased Weighted Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Program Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program October 1, 2023 – October 31, 2023 10,166 $ 0.73 10,166 $ 1,026,472 November 1, 2023 – November 30, 2023 12,370 $ 0.61 12,370 $ 1,018,958 December 1, 2023 – December 31, 2023 22,740 $ 0.54 22,740 $ 1,006,775 Total 45,276 $ 0.60 45,276 ITEM 6. [RESERVED] None.
Holders At March 24, 2023, there were 243 stockholders of record of the Class A common stock, and there was one stockholder of record of the Class B common stock. These figures do not include an estimate of the indeterminate number of beneficial holders whose shares may be held of record by brokerage firms and clearing agencies.
Holders At March 21, 2024, there were 234 stockholders of record of the Class A common stock, and there was one stockholder of record of the Class B common stock. These figures do not include an estimate of the indeterminate number of beneficial holders whose shares may be held of record by brokerage firms and clearing agencies.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

30 edited+21 added−11 removed27 unchanged
Biggest changeInterest expense: Year ended December 31, Change (Dollars in thousands) 2022 2021 $ % Interest expense $ (6,980) $ (7,707) $ 727 (9.4) % Interest expense decreased slightly due to the conversion of the SG Broadcasting Promissory Notes (as defined below) in July 2022, which notes were outstanding for all of the prior year, and a lower interest rate after the pay down of the SG Broadcasting Promissory Notes partially offset by accrued interest on the Emmis Convertible Promissory Note being paid in kind in the fourth quarter of 2021, which increased the principal balance for the entirety of the current year. 25 Table of Contents Provision for income taxes: Year ended December 31, Change (Dollars in thousands) 2022 2021 $ % Provision for income taxes $ 336 $ 348 $ (12) (3.4) % See Note 12 — Income Taxes in our consolidated financial statements included elsewhere in this report.
Biggest changeInterest expense: Year ended December 31, Change (Dollars in thousands) 2023 2022 $ % Interest expense $ (426) $ (6,980) $ 6,554 (93.9) % Interest expense decreased due to the pay down in December 2022 of the senior credit facility, the conversion in July 2022 of the outstanding principal and accrued but unpaid interest of the SG Broadcasting promissory notes into the Company’s Class A common stock, and the partial conversions in August and December 2022 of $0.9 million of the outstanding principal of the Emmis convertible promissory notes into shares of the Company’s Class A common stock, as well as a lower interest rate on the outstanding balance of the Emmis convertible promissory note after the pay down of the senior credit facility.
After determining the total amount of deferred tax assets, the Company determines whether it is more likely than not that some portion of the deferred tax assets will not be realized. RESULTS OF OPERATIONS Year ended December 31, 2022 compared to year ended December 31, 2021 The following discussion refers to the Company’s continuing operations.
After determining the total amount of deferred tax assets, the Company determines whether it is more likely than not that some portion of the deferred tax assets will not be realized. RESULTS OF OPERATIONS Year ended December 31, 2023 compared to year ended December 31, 2022 The following discussion refers to the Company’s continuing operations.
See “Net revenues,” “Operating expenses excluding depreciation and amortization,”, “Corporate expenses,” “Interest expense,” and “Provision for income taxes” above and Note 2 — Discontinued Operations in our consolidated financial statements included elsewhere in this report. LIQUIDITY AND CAPITAL RESOURCES Our primary sources of liquidity are cash provided by operations and our At Market Issuance Sales Agreement.
See “Net revenues,” “Operating expenses excluding depreciation and amortization,”, “Corporate expenses,” “Interest expense,” “Loss on debt extinguishment,” and “Provision for income taxes” above and Note 2 — Discontinued Operations in our consolidated financial statements included elsewhere in this report. LIQUIDITY AND CAPITAL RESOURCES Our primary sources of liquidity are cash provided by operations and our At Market Issuance Sales Agreement.
We have classified the related assets and liabilities associated with our Fairway business as discontinued operations in our consolidated balance sheets and the results of our Fairway business have been presented as discontinued operations in our consolidated statements of income for all periods presented through December 9, 2022 as the sale represented a strategic shift in our business that had a major effect on our operations and financial results.
We have classified the related assets and liabilities associated with our Fairway business as discontinued operations in our consolidated balance sheets and the results of our Fairway business have been presented as discontinued operations in our consolidated statements of income for all periods presented as the sale represented a strategic shift in our business that had a major effect on our operations and financial results.
FCC Licenses As of December 31, 2022, we have recorded approximately $63.3 million for FCC licenses, which represents approximately 65% of our total assets. We would not be able to operate our radio stations without the related FCC license for each property.
FCC Licenses As of December 31, 2023, we have recorded approximately $63.3 million for FCC licenses, which represents approximately 66% of our total assets. We would not be able to operate our radio stations without the related FCC license for each property.
October 1, 2022 October 1, 2021 Discount Rate 12.7% 12.1% Long-term Revenue Growth Rate 0.6% 1.3% Mature Market Share 9.8% 9.2% Operating Profit Margin 23.5-29.0% 24.2-29.0% Deferred Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequence of events that have been recognized in the Company’s financial statements or income tax returns.
October 1, 2023 October 1, 2022 Discount Rate 12.7% 12.7% Long-term Revenue Growth Rate 0.5% 0.6% Mature Market Share 10.8% 9.8% Operating Profit Margin 22.9-29.0% 23.5-29.0% Deferred Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequence of events that have been recognized in the Company’s financial statements or income tax returns.
Market revenues in New York as measured by Miller Kaplan Arase LLP (“Miller Kaplan”), an independent public accounting firm used by the radio industry to compile revenue information, were up 1.6% for the year ended December 31, 2022, and up 41.2% for the year ended December 31, 2021, as compared to the same periods of the prior year.
Market revenues in New York as measured by Miller Kaplan Arase LLP (“Miller Kaplan”), an independent public accounting firm used by the radio industry to compile revenue information, were down 3.3% for the year ended December 31, 2023, and up 1.6% for the year ended December 31, 2022, as compared to the same periods of the prior year.
Investing Activities Cash provided by continuing investing activities was $77.6 million for the year ended December 31, 2022 primarily attributable to the proceeds from the sale of Fairway, partially offset by capital expenditures. Cash used in investing activities of $0.4 million for the year ended December 31, 2021 was attributable to capital expenditures.
Cash provided by investing activities of $77.6 million for the year ended December 31, 2022 was primarily attributable to the proceeds from the sale of Fairway, partially offset by capital expenditures.
On December 9, 2022, Fairway Outdoor LLC, FMG Kentucky, LLC and FMG Valdosta, LLC (collectively, "Fairway”), all of which are wholly owned direct and indirect subsidiaries of MediaCo, entered into an Asset Purchase Agreement (the “Purchase Agreement”), with The Lamar Company, L.L.C., a Louisiana limited liability company (the “Purchaser”).
On December 9, 2022, Fairway Outdoor LLC, FMG Kentucky, LLC and FMG Valdosta, LLC (collectively, “Fairway”), all of which are wholly owned direct and indirect subsidiaries of MediaCo, entered into an Asset Purchase Agreement (the “Purchase Agreement”), with The Lamar Company, L.L.C., a Louisiana limited liability company (the “Purchaser”), pursuant to which we sold our Fairway outdoor advertising business to the Purchaser.
We are participating in a joint venture with other broadcasters to provide the bandwidth that a third party uses to transmit location-based data to hand-held and in-car navigation devices. The number of radio receivers incorporating HD Radio has increased in the past year, particularly in new automobiles.
We are participating with other broadcasters to provide the bandwidth that a third party uses to transmit location-based data to hand-held and in-car navigation devices. The number of radio receivers incorporating HD Radio has increased in the past year, particularly in new automobiles. It is unclear what impact HD Radio will have on the markets in which we operate.
Below are some of the key assumptions used in our income method annual impairment assessments. Long-term growth rates in the New York market in which we operate are based on recent industry trends and our expectations for the market going forward.
Long-term growth rates in the New York market in which we operate are based on recent industry trends and our expectations for the market going forward.
Operating Activities Cash provided by continuing operating activities was $2.3 million for the year ended December 31, 2022 compared to cash used in continuing operating activities of $0.6 million for the year ended December 31, 2021. The increase in operating cash flows was mainly attributable to improved collections of accounts receivable.
Operating Activities Cash used in continuing operating activities was $5.6 million for the year ended December 31, 2023 compared to cash provided by continuing operating activities of $2.3 million for the year ended December 31, 2022.
During these periods, revenues for our New York cluster were down 8.5% and up 62.2%, respectively. The decreases for our New York Cluster were largely driven by lower healthcare spend, which our stations benefited from more than those serving the general population in the prior year due to the targeted nature of the awareness campaigns.
The decreases for our New York cluster were largely driven by lower healthcare spend, which our stations benefited from more than those serving the general population in the prior year due to the targeted nature of the awareness campaigns and lower casino/gambling spend as the regulatory environment in New York as made it less attractive in the state.
Financing Activities Cash used in continuing financing activities was $70.1 million for the year ended December 31, 2022, was due to the pay down of outstanding long-term debt of $68.6 million and settlement of tax withholding obligations of $1.3 million.
Cash used in continuing financing activities was $70.1 million for the year ended December 31, 2022, primarily attributable to the pay down of outstanding long-term debt of $68.6 million and settlement of tax withholding obligations of $1.3 million. SEASONALITY Our results of operations are usually subject to seasonal fluctuations, which result in higher second quarter revenues and operating income.
Our gross revenues reported to Miller Kaplan were down 8.5% for the year ended December 31, 2022, as compared to the prior year.
Miller Kaplan reported gross revenues for the New York radio market decreased 3.3% for the year ended December 31, 2023, as compared to the prior year. Our gross revenues reported to Miller Kaplan were down 18.3% for the year ended December 31, 2023, as compared to the prior year.
MediaCo has been impacted by the rising interest rate environment in the financial markets, driving the interest paid on the Senior Credit Facility to increase as well as increasing the cost of any potential future borrowings. At this time, we do not anticipate LIBOR rates to decline.
MediaCo has been impacted by the rising interest rate environment in the financial markets. While no longer impacting our current borrowings, which are fixed rate, the cost of any potential future borrowings has been increasing. At this time, we do not anticipate interest rates to decline.
Results are typically lowest in the first calendar quarter. 26 Table of Contents INFLATION The impact of inflation on operations has not been significant to date. However, there can be no assurance that a high rate of inflation in the future would not have an adverse effect on operating results.
However, there can be no assurance that a high rate of inflation in the future would not have an adverse effect on operating results.
Operating income (loss): Year ended December 31, Change (Dollars in thousands) 2022 2021 $ % Operating (loss) income $ (1,386) $ 3,938 $ (5,324) (135.2) % See “Net revenues,” “Operating expenses excluding depreciation and amortization,” and “Corporate expenses” above.
Operating (loss) income: Year ended December 31, Change (Dollars in thousands) 2023 2022 $ % Operating (loss) income $ (6,787) $ (1,386) $ (5,401) 389.7 % See “Net revenues,” “Operating expenses excluding depreciation and amortization,” “Corporate expenses,” “Depreciation and amortization,” and “Loss on disposal of assets” above.
In addition, it is our general policy not to preempt advertising spots paid for in cash with advertising spots paid for in trade. The following table summarizes the sources of our revenues for the years ended December 31, 2022, and 2021. The category “Nontraditional” principally consists of ticket sales and sponsorships of events our stations conduct in their local markets.
In addition, it is our general policy not to preempt advertising spots paid for in cash with advertising spots paid for in trade. The following table summarizes the sources of our revenues for the years ended December 31, 2023, and 2022. The category “Other” includes barter revenue, network revenue, talent fee revenue and other revenue .
For the years ended December 31, 2022, and 2021, we completed our annual impairment tests on October 1 of each year and will continue to perform our assessments on this date in future years. 23 Table of Contents Valuation of Indefinite-lived Broadcasting Licenses Fair value of our FCC licenses is estimated to be the stick value that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
Valuation of Indefinite-lived Broadcasting Licenses Fair value of our FCC licenses is estimated to be the stick value that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
Year Ended December 31, 2022 2021 Net revenues: Radio Advertising $ 25,790 66.8 % $ 30,012 71.9 % Nontraditional 3,973 10.3 % 4,864 11.7 % Digital 4,713 12.2 % 2,864 6.9 % Other 4,119 10.7 % 3,987 9.5 % Total net revenues $ 38,595 $ 41,727 Roughly 20% of our expenses varies in connection with changes in revenue.
Year Ended December 31, 2023 2022 Net revenues: Spot Radio Advertising $ 18,650 57.6 % $ 25,790 66.8 % Digital 3,677 11.4 % 4,713 12.2 % Syndication 2,427 7.5 % 1,891 4.9 % Events and Sponsorships 5,766 17.8 % 3,380 8.8 % Other 1,871 5.7 % 2,821 7.3 % Total net revenues $ 32,391 $ 38,595 Roughly 20% of our expenses varies in connection with changes in revenue.
The projections incorporated into our license valuations take then current economic conditions into consideration. Under the market method, the Company uses recent sales of comparable radio stations for which the sales value appeared to be concentrated entirely in the value of the license, to arrive at an indication of fair value.
Under the market method, the Company uses recent sales of comparable radio stations for which the sales value appeared to be concentrated entirely in the value of the license, to arrive at an indication of fair value. 23 Table of Contents Below are some of the key assumptions used in our income method annual impairment assessments.
Consolidated net income (loss): Year ended December 31, Change (Dollars in thousands) 2022 2021 $ % Consolidated net income (loss) $ 30,914 $ (6,082) $ 36,996 (608.3) % The increase in consolidated net income (loss) was due to the gain on sale of Fairway in December 2022, partially offset by lower operating income of continuing operations.
Consolidated net (loss) income: Year ended December 31, Change (Dollars in thousands) 2023 2022 $ % Consolidated net (loss) income $ (7,631) $ 30,914 $ (38,545) (124.7) % The decrease in consolidated net (loss) income was due to the gain on sale of Fairway in the prior year and increased operating loss from continuing operations.
Cash provided by continuing financing activities was $0.3 million for the year ended December 31, 2021, was due to debt proceeds of $4.0 million and proceeds from the issuance of Class A common stock of $0.3 million, partially offset by debt payments and debt related costs of $3.4 million and settlement of tax withholding obligations of $0.7 million.
Financing Activities Cash used in continuing financing activities was $1.2 million for the year ended December 31, 2023, primarily attributable to repurchases of our Class A common stock of $0.8 million and settlement of tax withholding obligations of $0.4 million.
SEASONALITY Our results of operations are usually subject to seasonal fluctuations, which result in higher second quarter revenues and operating income. For our radio operations, this seasonality is largely due to the timing of our largest concert in June of each year.
For our radio operations, this seasonality is largely due to the timing of our largest concert in June of each year. Results are typically lowest in the first calendar quarter. INFLATION The impact of inflation on operations has not been significant to date.
Depreciation and amortization: Year ended December 31, Change (Dollars in thousands) 2022 2021 $ % Depreciation and amortization $ 666 $ 688 $ (22) (3.2) % Radio depreciation and amortization expense was flat compared to the prior year due to additions in the current year offset by certain assets becoming fully depreciated in the prior year.
Depreciation and amortization: Year ended December 31, Change (Dollars in thousands) 2023 2022 $ % Depreciation and amortization $ 568 $ 666 $ (98) (14.7) % Radio depreciation and amortization expense decreased compared to the prior year due to certain assets becoming fully depreciated in the prior year, partially offset by intangible software costs related to our updated websites and mobile applications placed in service in the third quarter of 2022.
Additionally, revenues from the Summer Jam event were lower in 2022 due to depressed market conditions, in particular as they affected attendance at concerts and festivals. 24 Table of Contents We typically monitor the performance of our stations against the aggregate performance of the market in which we operate based on reports for the period prepared by Miller Kaplan.
We typically monitor the performance of our stations against the aggregate performance of the market in which we operate based on reports for the period prepared by Miller Kaplan. Miller Kaplan reports are generally prepared on a gross revenues basis and exclude revenues from barter and syndication arrangements.
Net revenues: Year ended December 31, Change (Dollars in thousands) 2022 2021 $ % Net revenues $ 38,595 $ 41,727 $ (3,132) (7.5) % Net radio revenues decreased due to a substantial decline in healthcare spend as COVID-19 vaccination awareness campaigns have slowed, partially offset by stronger tourism advertising spend as restrictions on travel, social gatherings, and business activities have continued to ease.
Net revenues: Year ended December 31, Change (Dollars in thousands) 2023 2022 $ % Net revenues $ 32,391 $ 38,595 $ (6,204) (16.1) % Net radio revenues decreased due to a substantial declines in healthcare spend as COVID-19 vaccination awareness campaigns slowed as well as online gambling, automotive and wireless advertising spend.
At December 31, 2022, we had $6.0 million outstanding to Emmis under the Emmis Convertible Promissory Note, all of which is classified as long-term and has no debt service requirements over the next twelve-month period.
At December 31, 2023, we had $6.5 million outstanding to Emmis under the Emmis Convertible Promissory Note (as defined in Note 13), all of which is classified as current and has debt service obligations of approximately $7.1 million due under its Emmis Convertible Promissory Note from April 1, 2024 (the date of issuance of these financial statements) through April 1, 2025.
At December 31, 2021, we had cash, cash equivalents and restricted cash of $6.1 million and net working capital of $7.7 million. The increase in net working capital is due to an increase in cash and accounts receivable resulting from improved business operations and the sale of Fairway.
At December 31, 2022, we had cash, cash equivalents and restricted cash of $15.3 million and net working capital of $13.3 million. The decrease in net working capital was driven by payment of income taxes related to the gain on sale of Fairway and lower accounts receivable as sales declined in the current year.
Removed
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.
Added
The transactions contemplated by the Purchase Agreement closed as of the date of the Purchase Agreement.
Removed
The category “Other” includes, among other items, revenues related to network revenues and barter.
Added
During these periods, revenues for our New York cluster were down 18.3% and down 8.5%, respectively.
Removed
It is unclear what impact HD Radio will have on the markets in which we operate.
Added
For the years ended December 31, 2023, and 2022, we completed our annual impairment tests on October 1 of each year and will continue to perform our assessments on this date in future years.
Removed
Throughout 2021 and 2022, with the increased availability of vaccines, the U.S. experienced an easing of restrictions on travel as well as social gatherings and business activities. However, the lingering pandemic impact has caused increases in inflation and general economic disruption.
Added
The projections incorporated into our license valuations take then current economic conditions into consideration.
Removed
If apprehension persists around interest rate volatility, supply chain disruptions, and COVID-19, consumer spending may be adversely impacted, causing certain advertising categories (e.g., automotive dealers) to advertise less, we expect that our results of operations, financial condition and cash flows will continue to be negatively affected, the extent to which is difficult to estimate at this time.
Added
These decreases were partially offset by stronger ticket sales and broadcast sponsorships of our annual Summer Jam concert, as well as stronger tourism and live event advertising spend as the restrictions on travel, social gatherings, and business activities have continued to ease.
Removed
Miller Kaplan reports are generally prepared on a gross revenues basis and exclude revenues from barter and syndication arrangements. Miller Kaplan reported gross revenues for the New York radio market increased 1.6% for the year ended December 31, 2022, as compared to the prior year.
Added
Operating expenses excluding depreciation and amortization expense: Year ended December 31, Change (Dollars in thousands) 2023 2022 $ % Operating expenses excluding depreciation and amortization expenses: $ 32,633 $ 32,847 $ (214) (0.7) % Radio operating expenses excluding depreciation and amortization expense decreased during the year ended December 31, 2023 as lower Summer Jam production costs, ratings costs, and music license fees were partially offset by higher noncash lease expense related to the new office lease that commenced in February 2023 and professional service fees, which were mainly incurred during the first quarter. 24 Table of Contents Corporate expenses: Year ended December 31, Change (Dollars in thousands) 2023 2022 $ % Corporate expenses $ 5,451 $ 6,463 $ (1,012) (15.7) % The decrease in corporate expenses for the year ended December 31, 2023 was primarily due lower stock based compensation expense driven by higher stock based bonuses awarded in the prior year, partially offset by higher professional service fees.
Removed
Operating expenses excluding depreciation and amortization expense: Year ended December 31, Change (Dollars in thousands) 2022 2021 $ % Operating expenses excluding depreciation and amortization expense: $ 32,847 $ 28,667 $ 4,180 14.6 % Radio operating expenses excluding depreciation and amortization expense increased during the year ended December 31, 2022 due to investment in growing our digital business as well as in our labor force with a higher focus on sales.
Added
Loss on disposal of assets: Year ended December 31, Change (Dollars in thousands) 2023 2022 $ % Loss on disposal of assets $ 526 $ 5 $ 521 10,420.0 % Loss on disposal of assets increased compared to the prior year primarily due to the disposal of certain intangible assets related to our websites and a generator at our prior location upon the move to our new location for our radio operations and corporate offices in the current year.
Removed
Additionally, in the prior year, we recorded employee retention credits that reduced operating expenses, which were not available in the current year.
Added
This was partially offset by accrued interest on the Emmis convertible promissory note being paid in kind in the fourth quarter of 2022, which increased the principal balance for the current year.
Removed
Corporate expenses: Year ended December 31, Change (Dollars in thousands) 2022 2021 $ % Corporate expenses $ 6,463 $ 8,434 $ (1,971) (23.4) % The decrease in corporate expenses for the year ended December 31, 2022 was primarily due to fees from the Emmis Management Agreement that ended in November 2021 and consulting fees incurred in the prior year.
Added
Other income: Year ended December 31, Change (Dollars in thousands) 2023 2022 $ % Other income $ 100 $ 125 $ (25) (20.0) % Other income decreased slightly compared to the prior year as income from the transaction services agreement (“TSA”) related to the Fairway sale recorded in the current year were more than offset by additional costs incurred to fulfill the TSA and various other expenses. 25 Table of Contents Loss on debt extinguishment: Year ended December 31, Change (Dollars in thousands) 2023 2022 $ % Loss on debt extinguishment $ — $ (1,218) $ 1,218 (100.0) % Loss on debt extinguishment in the prior year related to the pay down in December 2022 of the senior credit facility.
Removed
These decreases were partially offset by employee retention credits recorded in the prior year that reduced operating expenses, which were not available in the current year.
Added
There were no such transactions in the current year. Provision for income taxes: Year ended December 31, Change (Dollars in thousands) 2023 2022 $ % Provision for income taxes $ 308 $ 336 $ (28) (8.3) % See Note 12 — Income Taxes in our consolidated financial statements included elsewhere in this report.
Removed
Our primary uses of capital have been, and are expected to continue to be, capital expenditures, working capital, and acquisitions. At December 31, 2022 we had cash, cash equivalents and restricted cash of $15.3 million and net working capital of $15.2 million.
Added
Our primary uses of capital have been, and are expected to continue to be, capital expenditures, working capital, and acquisitions. Going Concern The accompanying 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.
Added
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 the filing of these financial statements (April 1, 2024).
Added
Management considered the Company’s ability to forecast future cash flows, current financial condition, sources of liquidity and debt service obligations due on or before April 1, 2025. The Company has experienced downturns in revenues and profitability and expects these to continue for an undetermined period of time.
Added
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.
Added
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.
Added
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.
Added
As a result of this debt service obligation to Emmis, management anticipates the Company will be unable to meet its liquidity needs for the next twelve months with cash and cash equivalents on hand and projected cash flows from operations.
Added
As a result, there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. Management is prepared to implement additional cost cutting measures, as necessary, and intends to seek additional borrowings to meet its debt service obligations, if needed.
Added
While the Company has been successful in obtaining additional liquidity in the past, no assurances can be made that the Company will receive such liquidity in the future. 26 Table of Contents At December 31, 2023 we had cash, cash equivalents and restricted cash of $7.1 million and net working capital of $2.2 million.
Added
The decrease was mainly attributable to payments of income taxes, lower collections of accounts receivable compared to the prior year, and lower accounts payable in the current year due to timing of payments.
Added
Investing Activities Cash used in continuing investing activities was $1.7 million for the year ended December 31, 2023, primarily attributable to capital expenditures related to a new digital platform project and the build out of our new space for radio operations and corporate offices.

Other MDIA 10-K year-over-year comparisons