Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 09, 2020 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | MEDIACO HOLDING INC. | |
Entity Central Index Key | 0001784254 | |
Entity Current Reporting Status | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Trading Symbol | MDIA | |
Entity Interactive Data Current | Yes | |
Entity File Number | 001-39029 | |
Entity Tax Identification Number | 84-2427771 | |
Entity Address, Address Line One | ONE EMMIS PLAZA | |
Entity Address, Address Line Two | 40 MONUMENT CIRCLE | |
Entity Address, Address Line Three | SUITE 700 | |
Entity Address, City or Town | INDIANAPOLIS | |
Entity Address, State or Province | IN | |
Entity Address, Postal Zip Code | 46204 | |
City Area Code | 317 | |
Local Phone Number | 266-0100 | |
Entity Incorporation, State or Country Code | IN | |
Title of 12(b) Security | Class A common stock, $0.01 par value | |
Security Exchange Name | NASDAQ | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 1,785,880 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,413,197 |
CONDENSED CONSOLIDATED AND COMB
CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
NET REVENUES | $ 9,360 | $ 11,007 | $ 28,141 | $ 35,487 |
OPERATING EXPENSES: | ||||
Operating expenses excluding depreciation and amortization expense | 7,752 | 8,672 | 23,615 | 27,837 |
Corporate expenses | 1,214 | 3,311 | ||
Depreciation and amortization | 896 | 280 | 3,086 | 931 |
Loss on disposal of assets | 103 | 185 | ||
Total operating expenses | 9,965 | 8,952 | 30,197 | 28,768 |
OPERATING INCOME (LOSS) | (605) | 2,055 | (2,056) | 6,719 |
OTHER EXPENSE: | ||||
Interest expense | (2,411) | (6,928) | ||
INCOME (LOSS) BEFORE INCOME TAXES | (3,016) | 2,055 | (8,984) | 6,719 |
PROVISION (BENEFIT) FOR INCOME TAXES | (22) | 613 | 13,854 | 2,129 |
CONSOLIDATED NET INCOME (LOSS) | (2,994) | 1,442 | (22,838) | 4,590 |
PREFERRED STOCK DIVIDENDS | 534 | 1,591 | ||
NET INCOME (LOSS) | $ (3,528) | $ 1,442 | $ (24,429) | $ 4,590 |
Basic and diluted income (loss) per share attributable to common shareholders | $ (0.50) | $ 0.87 | $ (3.44) | $ 2.75 |
Basic and diluted weighted average number of common shares outstanding | 7,096 | 1,667 | 7,110 | 1,667 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 6,702 | $ 2,083 |
Accounts receivable, net | 7,046 | 11,101 |
Prepaid expenses | 975 | 1,111 |
Other current assets | 956 | 1,798 |
Total current assets | 15,679 | 16,093 |
PROPERTY AND EQUIPMENT, NET | 28,270 | 31,563 |
INTANGIBLE ASSETS, NET | 79,499 | 78,949 |
OTHER ASSETS: | ||
Deferred tax assets | 13,863 | |
Operating lease right of use assets | 24,369 | 26,339 |
Deposits and other | 331 | 359 |
Total other assets | 24,700 | 40,561 |
Total assets | 148,148 | 167,166 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 2,213 | 11,184 |
Current maturities of long-term debt | 918 | 3,672 |
Accrued salaries and commissions | 636 | 728 |
Deferred revenue | 1,543 | 1,688 |
Operating lease liabilities | 3,055 | 3,161 |
Other current liabilities | 2,136 | 346 |
Total current liabilities | 10,501 | 20,779 |
LONG TERM DEBT, NET OF CURRENT | 93,025 | 77,668 |
OPERATING LEASE LIABILITIES, NET OF CURRENT | 21,056 | 22,983 |
ASSET RETIREMENT OBLIGATIONS | 6,176 | 5,623 |
OTHER NONCURRENT LIABILITIES | 310 | 239 |
Total liabilities | 131,068 | 127,292 |
COMMITMENTS AND CONTINGENCIES | ||
SERIES A CUMULATIVE CONVERTIBLE PARTICIPATING PREFERRED STOCK, $0.01 PAR VALUE, 10,000,000 SHARES AUTHORIZED; 220,000 SHARES ISSUED AND OUTSTANDING | 23,701 | 22,110 |
EQUITY (DEFICIT): | ||
Additional paid-in capital | 20,687 | 20,644 |
Accumulated deficit | (27,380) | (2,951) |
Total equity (deficit) | (6,621) | 17,764 |
Total liabilities and equity (deficit) | 148,148 | 167,166 |
Class A Common Stock | ||
EQUITY (DEFICIT): | ||
Common Stock | 18 | 17 |
Class B Common Stock | ||
EQUITY (DEFICIT): | ||
Common Stock | $ 54 | $ 54 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Series A Cumulative Convertible Participating Preferred Stock | ||
Convertible participating preferred stock, par value | $ 0.01 | $ 0.01 |
Convertible participating preferred stock, authorized | 10,000,000 | 10,000,000 |
Convertible participating preferred stock, issued | 220,000 | 220,000 |
Convertible participating preferred stock, outstanding | 220,000 | 220,000 |
Class A Common Stock | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 170,000,000 | 170,000,000 |
Common stock, shares issued | 1,785,880 | 1,666,667 |
Common stock, shares outstanding | 1,785,880 | 1,666,667 |
Class B Common Stock | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 5,413,197 | 5,359,753 |
Common stock, shares outstanding | 5,413,197 | 5,359,753 |
Class C Common Stock | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
CONDENSED CONSOLIDATED AND CO_2
CONDENSED CONSOLIDATED AND COMBINED STATEMENT OF CHANGES IN EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Common StockClass A Common Stock | Common StockClass B Common Stock | APIC | Net Parent Investment | Accumulated Deficit |
Beginning balance at Dec. 31, 2018 | $ 79,810 | $ 79,810 | ||||
Net income (loss) | 628 | 628 | ||||
Net distributions to Emmis Communications Corp. | (3,451) | (3,451) | ||||
Ending balance at Mar. 31, 2019 | 76,987 | 76,987 | ||||
Beginning balance at Dec. 31, 2018 | 79,810 | 79,810 | ||||
Net income (loss) | 4,590 | |||||
Ending balance at Sep. 30, 2019 | 76,194 | 76,194 | ||||
Beginning balance at Mar. 31, 2019 | 76,987 | 76,987 | ||||
Net income (loss) | 2,520 | 2,520 | ||||
Net distributions to Emmis Communications Corp. | (2,352) | (2,352) | ||||
Ending balance at Jun. 30, 2019 | 77,155 | 77,155 | ||||
Net income (loss) | 1,442 | 1,442 | ||||
Net distributions to Emmis Communications Corp. | (2,403) | (2,403) | ||||
Ending balance at Sep. 30, 2019 | 76,194 | $ 76,194 | ||||
Beginning balance at Dec. 31, 2019 | 17,764 | $ 17 | $ 54 | $ 20,644 | $ (2,951) | |
Beginning Balance (in shares) at Dec. 31, 2019 | 1,666,667 | 5,359,753 | ||||
Net income (loss) | (1,485) | (1,485) | ||||
Adjustments related to distribution of common shares, shares | 16,596 | 53,444 | ||||
Preferred stock dividends | (529) | (529) | ||||
Ending balance at Mar. 31, 2020 | 15,750 | $ 17 | $ 54 | 20,644 | (4,965) | |
Ending Balance (in shares) at Mar. 31, 2020 | 1,683,263 | 5,413,197 | ||||
Beginning balance at Dec. 31, 2019 | 17,764 | $ 17 | $ 54 | 20,644 | (2,951) | |
Beginning Balance (in shares) at Dec. 31, 2019 | 1,666,667 | 5,359,753 | ||||
Net income (loss) | (22,838) | |||||
Ending balance at Sep. 30, 2020 | (6,621) | $ 18 | $ 54 | 20,687 | (27,380) | |
Ending Balance (in shares) at Sep. 30, 2020 | 1,785,880 | 5,413,197 | ||||
Beginning balance at Mar. 31, 2020 | 15,750 | $ 17 | $ 54 | 20,644 | (4,965) | |
Beginning Balance (in shares) at Mar. 31, 2020 | 1,683,263 | 5,413,197 | ||||
Net income (loss) | (18,359) | (18,359) | ||||
Preferred stock dividends | (528) | (528) | ||||
Ending balance at Jun. 30, 2020 | (3,137) | $ 17 | $ 54 | 20,644 | (23,852) | |
Ending Balance (in shares) at Jun. 30, 2020 | 1,683,263 | 5,413,197 | ||||
Net income (loss) | (2,994) | (2,994) | ||||
Issuance of class A to employees, officers and directors | 44 | $ 1 | 43 | |||
Issuance of class A to employees, officers and directors, Shares | 102,617 | |||||
Preferred stock dividends | (534) | (534) | ||||
Ending balance at Sep. 30, 2020 | $ (6,621) | $ 18 | $ 54 | $ 20,687 | $ (27,380) | |
Ending Balance (in shares) at Sep. 30, 2020 | 1,785,880 | 5,413,197 |
CONDENSED CONSOLIDATED AND CO_3
CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ (22,838) | $ 4,590 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities - | ||
Depreciation and amortization | 3,086 | 931 |
Amortization of debt discount | 440 | |
Provision for bad debts | 538 | 184 |
Accretion of asset retirement obligation | 566 | |
Provision for deferred income taxes | 13,856 | 1,690 |
Noncash compensation | 44 | 192 |
Loss on sale of property and equipment | 186 | |
Changes in assets and liabilities - | ||
Accounts receivable | 3,317 | 248 |
Prepaid expenses and other current assets | 1,005 | (70) |
Other assets | 2,107 | 986 |
Accounts payable and accrued liabilities | (9,108) | 833 |
Deferred revenue | (138) | (20) |
Income taxes | 371 | |
Other liabilities | (266) | (1,457) |
Net cash provided by (used in) operating activities | (7,205) | 8,478 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (339) | (175) |
Net cash used in investing activities | (339) | (175) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments of long-term debt | (1,837) | |
Proceeds from long-term debt | 14,281 | |
Payments for debt-related costs | (281) | |
Net transactions with Emmis Communications Corp. | (8,303) | |
Net cash (used in) provided by financing activities | 12,163 | (8,303) |
INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 4,619 | 0 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH: | ||
Beginning of period | 2,083 | 0 |
End of period | 6,702 | $ 0 |
SUPPLEMENTAL DISCLOSURES: | ||
Cash paid for interest | $ 4,732 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization | Note 1. Organization MediaCo Holding Inc. (“MediaCo” or the “Company”) is an Indiana corporation formed in 2019 by Emmis Communications Corporation (“Emmis”) to facilitate the sale of a controlling interest in Emmis’ radio stations WQHT-FM and WBLS-FM (the “Stations”) to SG Broadcasting LLC (“SG Broadcasting”), an affiliate of Standard General L.P. (“Standard General”) pursuant to an agreement entered into on June 28, 2019. The sale (the “Transaction”) closed on November 25, 2019. On November 26, 2019, the Company’s Form 10 was declared effective and the Company became subject to SEC periodic filing requirements. As of December 31, 2019, all of the Company’s Class A common stock was held by Emmis and all the Company’s Class B common stock was held by SG Broadcasting. On January 17, 2020, Emmis distributed the Class A common stock pro rata to Emmis’ shareholders, making MediaCo a publicly traded company listed on the Nasdaq Capital Market. Unless the context otherwise requires, references to “we”, “us” and “our” refer to MediaCo after giving effect to the contribution of the Stations by Emmis, as well as to the Stations while they were wholly owned by Emmis and other businesses owned by MediaCo. Prior to November 25, 2019, MediaCo had not conducted any business as a separate company and had no assets or liabilities. The operations of the Stations contributed to us by Emmis on November 25, 2019, are presented as if they were our operations for all historical periods described and at the carrying value of such assets and liabilities reflected in Emmis’ books and records. On December 9, 2019, the Company’s Board approved the assumption from an affiliate of SG Broadcasting of an agreement to purchase FMG Valdosta, LLC and FMG Kentucky, LLC (“Fairway Outdoor”) from Fairway Outdoor Advertising Group, LLC (the “Fairway Acquisition”). Closing of the transaction occurred on December 13, 2019. FMG Valdosta, LLC and FMG Kentucky, LLC are outdoor advertising businesses that operate advertising displays principally across Kentucky, West Virginia, Florida and Georgia. Our assets consist of two radio stations, WQHT-FM and WBLS-FM, which serve the New York City metropolitan area, as well as approximately 3,300 outdoor advertising displays in the Southeast (Valdosta) region and Mid-Atlantic (Kentucky) region of the United States. We derive our revenues primarily from radio and outdoor advertising sales, but we also generate revenues from events, including sponsorships and ticket sales. On October 25, 2019, in order to more closely align our operations and internal controls with standard market practice, our Board of Directors approved the change in our fiscal year end from the last day in February to December 31. |
Basis of Presentation and Combi
Basis of Presentation and Combination | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Combination | Note 2. Basis of Presentation and Combination Our condensed consolidated and combined financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). All significant intercompany balances and transactions have been eliminated. In the opinion of management, all adjustments necessary for fair presentation (including normal recurring adjustments) have been included. For the nine months ended September 30, 2019, MediaCo was 100% owned by Emmis. Our financial statements for this period are derived from the books and records of Emmis and were carved-out from Emmis at a carrying value reflective of historical cost in Emmis’ records. Our historical combined financial results include an allocation of expense related to certain Emmis corporate functions, including executive oversight, legal, finance, human resources, and information technology. These expenses have been allocated to us based on direct usage or benefit where specifically identifiable, with the remainder allocated primarily on a pro rata basis of revenue, headcount and other measures. We consider this expense allocation methodology and results thereof to be reasonable. However, the allocations may not be indicative of the actual expense that would have been incurred had we operated as an independent, publicly traded company for all periods presented. It is impracticable to estimate what the standalone costs of MediaCo would have been in the historical periods. The equity balance in the condensed consolidated and combined financial statements prior to the Transaction represents the excess of total assets over total liabilities. All transactions between the Stations and Emmis were considered to be effectively settled in the condensed consolidated and combined financial statements at the time the intercompany transaction was recorded. The total net effect of the settlement of these intercompany transactions is reflected in the condensed consolidated and combined statements of cash flow as a financing activity and in the condensed consolidated and combined statements of changes in equity as net parent company investment. Upon consummation of the Transaction, the debt which the Company assumed in connection with transactions between shareholders was recorded to equity, and the total amount of net parent company investment was reclassified to additional paid in capital in the accompanying condensed consolidated and combined financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3. Summary of Significant Accounting Policies Allocation Policies The following allocation policies were established by management of Emmis for the three and nine-month periods ended September 30, 2019. In the opinion of management, the methods for allocating these costs were reasonable. It is not practicable to estimate the costs that would have been incurred by us if we had been operated on a stand‑alone basis. (i) Specifically Identifiable Operating Expenses Costs which related entirely to the operations of the Stations were attributed entirely to the Stations. These expenses consisted of costs of personnel who are 100% dedicated to the operations of the Stations, all costs associated with locations that conducted only the business of the Stations and amounts paid to third parties for services rendered to the Stations. In addition, any costs incurred by Emmis, which were specifically identifiable to the operations of the Stations, were attributed to the Stations. (ii) Shared Operating Expenses Emmis incurred the cost of certain corporate general and administrative services and shared services that benefited all of its entities, including the Stations. These shared services included radio executive management, legal, accounting, information services, telecommunications, human resources, insurance, and intellectual property compliance and maintenance. These costs were allocated to the Stations based on one of the following allocation methods: (1) percentage of Company revenues, (2) percentage of Company’s radio revenues, (3) headcount, and (4) pro rata portion based on the number of stations owned by Emmis. Management determined which allocation method was appropriate based on the nature of the shared service being provided. (iii) Taxes The Stations' allocated share of the consolidated Emmis federal tax provision was determined using the separate return method. Under the separate return method, tax expense or benefit was calculated as if the Stations were subject to their own tax returns. State income taxes generally were allocated in a similar manner. Deferred tax assets and liabilities were determined based on differences between the financial reporting and tax bases of assets and liabilities carried by the Stations, and were measured using the enacted tax rates that are expected to be in effect in the period in which these differences were expected to reverse. The principal components of deferred taxes related to tax amortization of indefinite-lived intangibles, namely FCC licenses, which are not amortized (but subject to impairment testing) for financial reporting purposes. (iv) Allocated Charges Allocations of Emmis’ costs were included in the condensed consolidated and combined statements of operations of the Stations as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2019 2020 2019 2020 Station operating expenses, excluding depreciation and amortization expense $ 596 $ — $ 1,810 $ — Noncash compensation 60 — 192 — Allocated charges from Emmis $ 656 $ — $ 2,002 $ — Intercompany accounts between the Stations and Emmis were included in combined equity. Cash and Cash Equivalents We consider time deposits, money market fund shares and all highly liquid debt investment instruments with original maturities of three months or less to be cash equivalents. At times, such deposits may be in excess of FDIC insurance limits. Fair Value Measurements As defined in Accounting Standards Codification (“ASC”) Topic 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. ASC Topic 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). We have no assets or liabilities for which fair value is measured on a recurring basis using Level 3 inputs. The Company has certain assets that are measured at fair value on a non-recurring basis under circumstances and events that include those described in Note 5, Intangible Assets, and are adjusted to fair value only when the carrying values are more than the fair values. The categorization of the framework used to price the assets is considered a Level 3 measurement due to the subjective nature of the unobservable inputs used to determine the fair value (see Note 5 for more discussion). Use of Estimates The Company has been actively monitoring the COVID-19 situation and its impact globally, as well as domestically and in the markets we serve. Our priority has been the safety of our employees, as well as the informational needs of the communities that we serve. Through the first few months of calendar 2020, the disease became widespread around the world, and on March 11, 2020, the World Health Organization declared a pandemic. In an effort to mitigate the continued spread of COVID-19, many federal, state and local governments have mandated various restrictions, including travel restrictions, restrictions on non-essential businesses and services, restrictions on public gatherings and quarantining of people who may have been exposed to the virus. These restrictions, in turn, caused the United States economy to decline and businesses to cancel or reduce amounts spent on advertising, negatively impacting our advertising-based businesses. Furthermore, some of our advertisers have seen a material decline in their businesses and may not be able to pay amounts owed to us when they come due. If the spread of COVID-19 continues, or is suppressed but later reemerges, and public and private entities continue to implement restrictive measures, 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. The preparation of condensed consolidated and combined financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Due to the uncertain future impacts of the COVID-19 pandemic and the related economic disruptions, actual results could differ from those estimates particularly as it relates to estimates reliant on forecasts and other assumptions reasonably available to the Company As discussed in Note 9, as a result of a sharp deterioration of business activity related to the COVID-19 pandemic and the significant operating losses expected in 2020, we were unable to conclude that it was more likely than not that we would be able to realize our deferred tax assets as of June 30, 2020; accordingly, we recorded a $15.6 million valuation allowance against these assets. The Company’s future assessment of the magnitude and duration of COVID-19, as well as other factors, could result in material changes to the estimates and material impacts to the Company’s condensed consolidated and combined financial statements in future reporting periods. Per Share Data Our basic and diluted net loss per share is computed using the two-class method. The two-class method is an earnings allocation that determines net income per share for each class of common stock and participating securities according to their participation rights in dividends and undistributed earnings or losses. Shares of Series A preferred stock include rights to participate in dividends and distributions to common stockholders on an if-converted basis, and accordingly are considered participating securities. During periods of undistributed losses however, no effect is given to our participating securities since they are not contractually obligated to share in the losses. We did not have any participating securities for the three and nine-month periods ended September 30, 2019, as the preferred stock only became convertible to common stock on May 25, 2020. For the three and nine-month periods ended September 30, 2019, only the Class A shares issued to Emmis at the close of the Transaction have been assumed to be outstanding. The following is a reconciliation of basic and diluted net loss per share attributable to Class A and Class B common shareholders: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2019 2020 2019 2020 Net income (loss) $ 1,442 $ (2,994 ) $ 4,590 $ (22,838 ) Preferred dividends — 534 — 1,591 Net income (loss) attributable to common shareholders $ 1,442 $ (3,528 ) $ 4,590 $ (24,429 ) Basic and diluted weighted average Class A shares outstanding 1,667 1,683 1,667 1,700 Net income (loss) per share attributable to Class A shareholders $ 0.87 $ (0.50 ) $ 2.75 $ (3.44 ) Basic and diluted weighted average Class B shares outstanding — 5,413 — 5,410 Net loss per share attributable to Class B shareholders $ — $ (0.50 ) $ — $ (3.44 ) Because we have incurred a net loss for all periods where the Company had potentially dilutive securities, diluted net loss per common share is the same as basic net loss per common share. The following convertible equity shares were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive. There were no potentially dilutive shares for the three and nine-month periods ended September 30, 2019 as neither the convertible promissory notes issued to Emmis and SG Broadcasting described in Note 7, nor the Series A convertible preferred stock, were convertible until May 25, 2020. For the Three Months Ended September 30, For the Nine Months Ended September 30, 2019 2020 2019 2020 Convertible Emmis promissory note $ — $ 977 $ — $ 1,238 Convertible Standard General promissory notes — 3,979 — 5,023 Series A convertible preferred stock — 4,525 — 5,734 Total $ 9,481 $ — $ 11,995 Liquidity and Going Concern The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Pursuant to ASC Topic 205-40, “ Going Concern The Company has been and continues to be negatively impacted by COVID-19, which the Company expects to negatively impact revenues and profitability for an undetermined period of time. Management has considered these circumstances in assessing the Company’s liquidity over the next year. Liquidity is a measure of an entity’s ability to meet potential cash requirements, maintain its assets, fund its operations, and meet the other general cash needs of its business. The Company’s liquidity is impacted by general economic, financial, competitive, and other factors beyond its control. The Company’s liquidity requirements consist primarily of funds necessary to pay its expenses, principally debt service and operational expenses, such as labor costs, and other related expenditures. The Company generally satisfies its liquidity needs through cash provided by operations. In addition, the Company has taken steps to enhance its ability to fund its operational expenses by reducing various costs and is prepared to take additional steps as necessary. The Company has debt service obligations of approximately $7.7 million due under its Senior Credit Facility from November 13, 2020, the date of issuance of these financial statements, through November 13, 2021. The Company expects its revenues and profitability will continue to be adversely impacted by the COVID-19 pandemic. Because the duration and severity of the impact is unknown as of the filing of this Form 10-Q, management is unable to determine with certainty that the Company will be able to meet its liquidity needs for the next twelve months with cash and cash equivalents on hand, projected cash flows from operations, and/or additional borrowings. Under the terms of its Senior Credit Facility, the amount of debt outstanding thereunder is limited to a formula based on 60% of the fair value of the Company’s FCC licenses plus a multiple of the Company’s Billboard Cash Flow (as defined in the Senior Credit Facility). Management is also unable to determine whether the Company will be in compliance with its debt covenants and the limits of its borrowing base for the next twelve months. If necessary, management intends to request a waiver or amendment to its Senior Credit Facility and seek additional borrowings from Standard General. While the Company has been successful in obtaining waivers and amendments under its Senior Credit Facility and has also received additional liquidity from Standard General in the past, no assurances can be made that the Company will be successful or receive such liquidity in the future. Accordingly, there is substantial doubt about our ability to continue as a going concern through November 13, 2021. Furthermore, depending on the duration and severity of the impact the COVID-19 pandemic has on our businesses, we may record impairments of assets in the future. Recent Accounting Pronouncements Not Yet Implemented In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update 2016-13, Financial Instruments – Credit Losses |
Share Based Payments
Share Based Payments | 9 Months Ended |
Sep. 30, 2020 | |
Compensation Related Costs [Abstract] | |
Share Based Payments | Note 4. Share Based Payments The amounts recorded as share based compensation expense consist of a restricted stock award issued to an officer that vests in three equal installments. Awards to officers are typically made pursuant to employment agreements. Restricted stock awards are granted out of the Company’s 2020 Equity Compensation Plan. The following table presents a summary of the Company’s restricted stock grants outstanding at September 30, 2020, and restricted stock activity during the nine months ended September 30, 2020 (“Price” reflects the weighted average share price at the date of grant): Awards Price Grants outstanding, beginning of period — $ — Granted 102,617 5.41 Grants outstanding, end of period 102,617 5.41 Recognized Non-Cash Compensation Expense The following table summarizes stock-based compensation expense recognized by the Company during the three and nine months ended September 30, 2019 and 2020. The Company did not recognize any tax benefits related to stock-based compensation during the periods presented below. For the Three Months Ended September 30, For the Nine Months Ended September 30, 2019 2020 2019 2020 Operating expenses, excluding depreciation and amortization $ 60 $ — $ 192 $ — Corporate expenses — 44 — 44 Share-based compensation expense $ 60 $ 44 $ 192 $ 44 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 5. Intangible Assets Valuation of Indefinite-lived Broadcasting Licenses In accordance with ASC Topic 350, “ Intangibles—Goodwill and Other, The carrying amounts of the Company’s FCC licenses were $63.3 million as of December 31, 2019 and September 30, 2020. Pursuant to our accounting policy, stations in a geographic market cluster are considered a single unit of accounting, provided that they are not being operated under an LMA with another broadcaster. The stations have historically performed an annual impairment test of indefinite-lived intangibles as of December 1 of each year. In connection with our change in fiscal years from one that ends in February to a traditional calendar year end, we plan to perform our annual impairment test of indefinite-lived intangible assets as of October 1 of each year. When indicators of impairment are present, we will perform an interim impairment test. Due to the impact the COVID-19 pandemic has had on our radio operations, we considered the need to perform an interim impairment test during the quarter ended September 30, 2020. However, given the cushion that exists between the most recently-available fair market values and current carrying values, the Company concluded no interim impairment testing was required. Future impairment tests may result in additional impairment charges in subsequent periods. Fair value of our FCC licenses is estimated to be the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To determine the fair value of our FCC licenses, the Company considers both income and market valuation methods when it performs its impairment tests. Under the income method, the Company projects cash flows that would be generated by its unit of accounting assuming the unit of accounting was commencing operations in its market at the beginning of the valuation period. This cash flow stream is discounted to arrive at a value for the FCC license. The Company assumes the competitive situation that exists in its market remains unchanged, with the exception that its unit of accounting commenced operations at the beginning of the valuation period. In doing so, the Company extracts the value of going concern and any other assets acquired, and strictly values the FCC license. Major assumptions involved in this analysis include market revenue, market revenue growth rates, unit of accounting audience share, unit of accounting revenue share and discount rate. Each of these assumptions may change in the future based upon changes in general economic conditions, audience behavior, consummated transactions, and numerous other variables that may be beyond our control. The projections incorporated into our license valuations take into consideration then current economic conditions. Under the market method, the Company uses recent sales of comparable radio stations for which the sales value appeared to be concentrated entirely in the value of the license, to arrive at an indication of fair value. When evaluating our radio broadcasting licenses for impairment, the testing is performed at the unit of accounting level as determined by ASC Topic 350-30-35. In our case, radio stations in a geographic market cluster are considered a single unit of accounting, provided that they are not being operated under an LMA. Valuation of Goodwill As a result of the Fairway Acquisition discussed in Note 1 and the initial purchase price allocation, goodwill of $11.4 million was recognized in December 2019. We made a number of purchase price allocation adjustments during the nine months ended September 30, 2020, resulting in an increase to goodwill of $1.7 million from the initial valuation. While the COVID-19 pandemic has negatively affected our outdoor operations, as of September 30, 2020, we don’t believe the long-term value of the outdoor business, and thus the associated goodwill, has been impaired. Valuation of Trade Name As a result of the Fairway Acquisition, the Company acquired the trade name “Fairway”. The trade name is well known in the industry and is being retained for continued market use following the acquisition. This trade name favorably factors into customer purchasing decisions. For the purchase price allocation, the trade name was valued using the relief from royalty method. This method is based on what a company would be willing to pay for a royalty in order to exploit the related benefits of the trade name. The value of the trade name is determined by discounting the inherent after-tax royalty savings associated with ownership or possession of the trade name. The preliminary valuation assigned to the trade name as a result of the purchase price accounting was $0.7 million. The trade name is an indefinite-lived intangible asset based on our intention to renew it when legally required and to utilize it going forward. We will assess the trade name annually for impairment on October 1 of each year, unless indications of impairment exist during an interim period. Definite-lived intangibles The following table presents the weighted-average useful life at September 30, 2020, and the gross carrying amount and accumulated amortization for our definite-lived intangible assets at December 31, 2019, and September 30, 2020: As of December 31, 2019 As of September 30, 2020 (in 000's, except years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Useful Life (in years) Programming agreement $ 2,154 $ 1,640 $ 514 $ 2,154 $ 1,860 $ 294 1.0 Customer list 3,030 14 3,016 2,906 767 2,139 2.2 In accordance with Accounting Standards Codification paragraph 360-10, the Company performs an analysis to (i) determine if indicators of impairment of a long-lived asset are present, (ii) test the long-lived asset for recoverability by comparing undiscounted cash flows of the long-lived asset to its carrying value and (iii) measure any potential impairment by comparing the long-lived asset's fair value to its current carrying value. Total amortization expense from definite-lived intangibles for the nine-month periods ended September 30, 2019 and 2020 was less than $0.1 million and $1.0 million, respectively. The following table presents the Company's estimate of future amortization expense for definite-lived intangibles: Year ending December 31, Expected Amortization Expense Remainder of 2020 $ 316 2021 1,189 2022 928 |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | Note 6. Revenue The Company generates revenue from the sale of services including, but not limited to: (i) on-air commercial broadcast time, (ii) display advertising on outdoor structures, (iii) non-traditional revenues including event-related revenues and event sponsorship revenues, and (iv) digital advertising. Payments received from advertisers before the performance obligation is satisfied are recorded as deferred revenue. Substantially all deferred revenue is recognized within twelve months of the payment date. We do not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. Advertising revenues presented in the condensed consolidated and combined financial statements are reflected on a net basis, after the deduction of advertising agency fees, usually at a rate of 15% of gross revenues. Radio Advertising On-air broadcast revenue is recognized when or as performance obligations under the terms of a contract with a customer are satisfied. This typically occurs over the period of time that advertisements are provided, or as an event occurs. Revenues are reported at the amount the Company expects to be entitled to receive under the contract. Payments received from advertisers before the performance obligation is satisfied are recorded as deferred revenue in the condensed consolidated Outdoor Advertising Our outdoor advertising business has approximately 3,300 faces consisting of bulletins, posters and digital billboards. Bulletins are generally large, illuminated advertising structures that are located on major highways and target vehicular traffic. Posters are generally smaller advertising structures that are located on major traffic arteries and city streets and target vehicular and pedestrian traffic. Digital billboards are computer controlled LED displays where six to eight advertisers rotate continuously, each one having seven to ten seconds to display a static image. Digital billboards are generally located on major traffic arteries and streets. A substantial portion of this revenue is lessor revenue derived from operating leases accounted for under ASC 842, “ Leases Nontraditional Nontraditional revenues principally consist of ticket sales and sponsorship of events our stations conduct in their local market. These revenues are recognized when our performance obligations are fulfilled, which generally coincides with the occurrence of the related event. Digital Digital revenue relates to revenue generated from the sale of digital marketing services (including display advertisements and video sponsorships, but excluding digital billboard advertisements) to advertisers. Digital revenues are generally recognized as the digital advertising is delivered. Other Other revenue includes barter revenue, network revenue, and production revenue. The Company provides advertising broadcast time in exchange for certain products and services, including on-air radio programming. These barter arrangements generally allow the Company to preempt such bartered broadcast time in favor of advertisers who purchase time for cash consideration. These barter arrangements are valued based upon the Company’s estimate of the fair value of the products and services received. Revenue is recognized on barter arrangements when we broadcast the advertisements. Advertisements delivered under barter arrangements are typically aired during the same period in which the products and services are consumed. The Company also sells certain remnant advertising inventory to third-parties for cash, and we refer to this as network revenue. The third-parties aggregate our remnant inventory with other broadcasters' remnant inventory for sale to third parties, generally to large national advertisers. This network revenue is recognized as we broadcast the advertisements. In connection with certain outdoor advertising arrangements, the customer may request that the Company produce the billboard wrap (commonly printed on a vinyl material) displaying the customer’s advertisement on our outdoor structure. This production revenue is recognized as the deliverable is made available to the customer or attached to our outdoor structure. Disaggregation of revenue The following table presents the Company's revenues disaggregated by revenue source: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2019 % of Total 2020 % of Total 2019 % of Total 2020 % of Total Revenue by Source: Radio Advertising $ 7,925 72.0 % $ 4,633 49.5 % $ 21,433 60.4 % $ 13,641 48.5 % Outdoor Advertising — 0.0 % 2,957 31.6 % — 0.0 % 9,254 32.9 % Nontraditional 1,027 9.3 % 203 2.2 % 8,002 22.5 % 451 1.6 % Digital 793 7.2 % 476 5.1 % 2,543 7.2 % 1,490 5.3 % Other 1,262 11.5 % 1,091 11.7 % 3,509 9.9 % 3,305 11.7 % Total net revenues $ 11,007 $ 9,360 $ 35,487 $ 28,141 The decline in nontraditional revenues in the nine months ended September 30, 2020 is due to the cancellation of our largest concert, Summer Jam, due to the pandemic. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Note 7. Long Term Debt Long-term debt was comprised of the following at December 31, 2019, and September 30, 2020: December 31, 2019 September 30, 2020 Senior credit facility $ 72,527 $ 70,972 Notes payable to Emmis 5,000 5,000 Notes payable to SG Broadcasting 6,250 20,250 Less: Current maturities (3,672 ) (918 ) Less: Unamortized original issue discount (2,437 ) (2,279 ) Total long-term debt, net of current portion and debt discount $ 77,668 $ 93,025 Senior Credit Facility On November 25, 2019, the Company entered into a $50.0 million, five-year senior secured term loan agreement (the “Senior Credit Facility”) with GACP Finance Co., LLC, a Delaware limited liability company, as administrative agent and collateral agent, which included one tranche of additional borrowings of $25.0 million. The Senior Credit Facility provided for initial borrowings of up to $50.0 million, of which net proceeds of $48.3 million after debt discount of $1.7 million, were paid concurrently to Emmis in connection with SG Broadcasting’s acquisition of a controlling interest in the Company. The Senior Credit Facility bears interest at a rate equal to the London Interbank Offered Rate ("LIBOR"), plus 7.5%, with a 2.0% LIBOR floor. Prior to subsequent amendments discussed below, the Senior Credit Facility required interest payments on the first business day of each calendar month, and quarterly payments on the principal in an amount equal to one and one quarter percent of the initial aggregate principal amount were due on the last day of each calendar quarter. The Senior Credit Facility includes covenants pertaining to, among other things, the ability to incur indebtedness, restrictions on the payment of dividends, minimum Liquidity of $2.0 million for the period from the effective date until November 25, 2020, $2.5 million for the period from November 26, 2020 until November 25, 2021, and $3.0 million for the period thereafter, collateral maintenance, minimum Consolidated Fixed Charge Coverage Ratio of 1.10:1.00, and other customary restrictions. The Company borrowed $23.4 million of the remaining available borrowings to fund the Fairway Acquisition on December 13, 2019. Proceeds received were $22.6 million, net of a debt discount of $0.8 million. On February 28, 2020, the Company entered into Amendment No. 1 to its Senior Credit Facility, in order to, among other things, increase the maximum aggregate principal amount issuable under the SG Broadcasting Promissory Note to $10.3 million. On March 27, 2020, the Company entered into Amendment No. 2 (“Amendment No. 2”) to its Senior Credit Facility, in order to, among other things, (i) reduce the required Consolidated Fixed Charge Coverage Ratio (as defined in the Senior Credit Facility) to 1.00x from June 30, 2020 to December 31, 2020, (ii) reduce the minimum Liquidity (as defined in the Senior Credit Facility) requirement to $1.0 million through September 30, 2020, (iii) permit equity contributions and loans during calendar year 2020 under the SG Broadcasting Promissory Note and any amendments thereto to count toward Consolidated EBITDA (as defined in the Senior Credit Facility) for purposes of the Consolidated Fixed Charge Coverage Ratio calculation, and (iv) increase the maximum aggregate principal amount issuable under the Second Amended and Restated SG Broadcasting Promissory Note (as defined below) from $10.3 million to $20.0 million. In connection with Amendment No. 2, the Company incurred an amendment fee of approximately $0.2 million, which was added to the principal amount of the Senior Credit Facility then outstanding. On August 28, 2020, the Company entered into Amendment No. 3 (“Amendment No. 3”) to its Senior Credit Facility, in order, among other things, (i) to modify certain provisions relating to the repayment of the Term Loan (as defined in the Senior Credit Facility) such that no quarterly payments shall be required beginning with the fiscal quarter ending September 30, 2020 through and including the fiscal quarter ending June 30, 2021 and (ii) to suspend the testing of the Consolidated Fixed Charge Coverage Ratio (as defined in the Senior Credit Facility) from July 1, 2020 through and including June 30, 2021. In connection with Amendment No. 3, the Company incurred an amendment fee of approximately $0.1 million, which was added to the principal amount of the Senior Credit Facility then outstanding. The Senior Credit Facility is carried net of a total unamortized discount of $2.3 million at September 30, 2020. Notes Payable to Emmis On November 25, 2019, as part of the consideration owed to Emmis in connection with SG Broadcasting’s acquisition of a controlling interest in the Company Notes Payable to SG Broadcasting On November 25, 2019, the Company issued the SG Broadcasting Promissory Note, a subordinated convertible promissory note payable by the Company to SG Broadcasting, in return for which SG Broadcasting contributed to MediaCo $6.3 million for working capital and general corporate purposes. The SG Broadcasting Promissory Note carries interest at a base rate equal to the interest on any senior credit facility, or if no senior credit facility is outstanding, of 6.0%, and an additional increase of 1.0% following the second anniversary of the date of issuance and additional increases of 1.0% following each successive anniversary thereafter. The SG Broadcasting Promissory Note matures on May 25, 2025. Additionally, interest under the SG Broadcasting Promissory Note is payable in kind through maturity, and is convertible into MediaCo Class A common stock at the option of SG Broadcasting at a strike price equal to the thirty day volume weighted average price of the MediaCo Class A common stock on the date of conversion. On February 28, 2020, the Company and SG Broadcasting amended and restated the SG Broadcasting Promissory Note such that the maximum aggregate principal amount issuable under the note was increased from $6.3 million to $10.3 million. Also on February 28, 2020, SG Broadcasting loaned an additional $2.0 million to the Company pursuant to the amended note for working capital purposes. On March 27, 2020, the Company and SG Broadcasting further amended and restated the SG Broadcasting Promissory Note (the “Second Amended and Restated SG Promissory Note”) such that the maximum aggregate principal amount issuable under the note was increased from $10.3 million to $20.0 million. On March 27, 2020, SG Broadcasting loaned an additional $3.0 million to the Company pursuant to the Second Amended and Restated SG Promissory Note for working capital purposes. On August 28, 2020, SG Broadcasting loaned an additional $8.7 million to the Company pursuant to the Second Amended and Restated SG Promissory Note for working capital purposes. Consequently, the principal amount outstanding under the Second Amended and Restated SG Broadcasting Promissory Note as of September 30, 2020 was $20.0 million. On September 30, 2020, SG Broadcasting loaned an additional $0.3 million to the Company pursuant to an additional SG Broadcasting Promissory Note (the “Additional SG Broadcasting Promissory Note”) for working capital purposes. The Additional SG Broadcasting Promissory Note carries interest at a base rate equal to the interest on any senior credit facility, or if no senior credit facility is outstanding, of 6.0%, and an additional increase of 1.0% following the second anniversary of the date of issuance and additional increases of 1.0% following each successive anniversary thereafter. The Additional SG Broadcasting Promissory Note matures on March 30, 2026. Additionally, interest under the Additional SG Broadcasting Promissory Note is payable in kind through maturity, and is convertible into MediaCo Class A common stock at the option of SG Broadcasting at a strike price equal to the thirty day volume weighted average price of the MediaCo Class A common stock on the date of conversion. Based on amounts outstanding at September 30, 2020, mandatory principal payments of long-term debt for the next five years and thereafter are summarized below: Year ended December 31, Senior Credit Facility Emmis Note SG Broadcasting Notes Total Payments Remainder of 2020 $ — $ — $ — $ — 2021 1,836 — — 1,836 2022 3,672 — — 3,672 2023 3,672 — — 3,672 2024 61,792 5,000 — 66,792 Thereafter — — 20,250 20,250 Total $ 70,972 $ 5,000 $ 20,250 $ 96,222 |
Regulatory, Legal and Other Mat
Regulatory, Legal and Other Matters | 9 Months Ended |
Sep. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Regulatory, Legal and Other Matters | Note 8. Regulatory, Legal and Other Matters From time to time, our stations are parties to various legal proceedings arising in the ordinary course of business. In the opinion of management of the Company, however, there are no legal proceedings pending against the Company that we believe are likely to have a material adverse effect on the Company. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9. Income Taxes As discussed in Note 3, our provision for income taxes for the three and nine-month periods ended September 30, 2019 in these condensed consolidated and combined |
Leases
Leases | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Leases | Note 10. Leases We determine if an arrangement is a lease at inception. We have operating leases for office space, tower space, equipment and automobiles expiring at various dates through October 2049. Some leases have options to extend and some have options to terminate. Beginning March 1, 2019, operating leases are included in operating lease right-of-use assets, current operating lease liabilities, and noncurrent operating lease liabilities in our condensed consolidated Operating lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate if it is readily determinable. Our lease terms may include options to extend or terminate the lease, which we treat as exercised when it is reasonably certain and there is a significant economic incentive to exercise that option. Operating lease expense for operating lease assets is recognized on a straight-line basis over the lease term. Variable lease payments, which represent lease payments that vary due to changes in facts or circumstances occurring after the commencement date other than the passage of time, are expensed in the period in which the obligation for these payments was incurred. Variable lease expense recognized in the nine months ended September 30, 2020 was not material. We elected not to apply the recognition requirements of Accounting Standards Codification 842, “ Leases” condensed consolidated and combined The impact of operating leases to our condensed consolidated financial statements was as follows: Nine Months Ended September 30, 2020 Lease Cost Operating lease cost $ 3,740 Other Information Operating cash flows from operating leases 3,754 Right-of-use assets obtained in exchange for new operating lease liabilities — Weighted average remaining lease term - operating leases (in years) 9.1 Weighted average discount rate - operating leases 9.1 % As of September 30, 2020, the annual minimum lease payments of our operating lease liabilities were as follows: Year ending December 31, Remainder of 2020 $ 1,659 2021 5,152 2022 5,054 2023 4,080 2024 2,668 After 2024 18,646 Total lease payments 37,259 Less imputed interest 13,148 Total recorded lease liabilities $ 24,111 Our outdoor advertising business generates lessor revenue derived from operating leases accounted for under ASC 842, “Leases.” Year ending December 31, Remainder of 2020 $ 1,965 2021 2,325 2022 — 2023 — 2024 — After 2024 — |
Asset Retirement Obligations
Asset Retirement Obligations | 9 Months Ended |
Sep. 30, 2020 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations | Note 11. Asset Retirement Obligations The Company’s asset retirement obligation includes the costs associated with the removal of its structures, resurfacing of the land and retirement cost, if applicable, related to the Company’s outdoor advertising portfolio. The following table reflects information related to our asset retirement obligations. Balance at December 31, 2019 $ 5,623 Purchase price allocation adjustment 44 Accretion expense 566 Liabilities settled (57 ) Balance at September 30, 2020 $ 6,176 |
Acquisition
Acquisition | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Acquisition | Note 12. Acquisition On December 9, 2019, the Company’s Board approved the assumption from an affiliate of SG Broadcasting of an agreement to purchase FMG Valdosta, LLC and FMG Kentucky, LLC from Fairway Outdoor Advertising Group, LLC for a purchase price of $43.1 million, subject to customary working capital adjustments. Closing of the transaction occurred on December 13, 2019. FMG Valdosta, LLC and FMG Kentucky, LLC are outdoor advertising businesses that operate advertising displays principally across Kentucky, West Virginia, Florida and Georgia. The acquisition was funded through $23.4 million of additional borrowings under the Senior Credit Facility as described in Note 7, which were net of a debt discount of $0.8 million, resulting in $22.6 million of proceeds. The remainder was financed by SG Broadcasting through $22.0 million of newly-issued Series A Convertible Preferred Stock. The terms of the Series A convertible preferred stock are described in Note 14. The Company believes this is a highly-scalable business model with attractive operative leverage. As of September 30 2020, our fair value allocation of the assets acquired and liabilities assumed from Fairway Outdoor is considered preliminary and is subject to revision, which may result in adjustments to this allocation. A number of purchase price adjustments were made in the nine-month period ended September 30, 2020 which resulted in an increase to goodwill of $1.7 million. The allocations presented in the table below are based upon management’s estimate of the fair value using valuation techniques including income, cost and market approaches. The most significant asset acquired, property, plant and equipment, was valued using the cost approach. The preliminary purchase price allocation was as follows: Cash consideration $ 43,108 Due from Seller (106 ) Total Consideration $ 43,002 Accounts receivable $ 1,485 Other current assets 133 Property, plant and equipment 28,640 Operating lease, right-of-use assets 15,376 Goodwill 13,061 Intangibles (Note 5) 3,636 Deferred tax asset 1,032 Other assets 15 Assets Acquired $ 63,378 Accounts payable $ 73 Accrued expenses and other current liabilities 585 Current portion of operating lease liabilities 859 Operating lease liabilities, less current portion 12,320 Asset retirement obligations (Note 11) 5,634 Deferred revenue 753 Other noncurrent liabilities 152 Liabilities Assumed $ 20,376 Net Assets Acquired $ 43,002 The Fairway Acquisition was accounted for under the acquisition method of accounting, and, accordingly, the accompanying consolidated and combined financial statements include the results of operations of each acquired entity from the date of acquisition. The following unaudited pro forma financial information for the Company gives effect to the Fairway Acquisition as if it had occurred on January 1, 2019. These pro forma results do not purport to be indicative of the results of operations which actually would have resulted had the acquisition occurred on such date or to project the Company’s results of operations for any future period. Nine Months Ended September 30, 2019 Net revenues $ 45,831 Net income attributable to common shareholders 2,567 Goodwill of $13.1 million was recognized as a result of the purchase which represented the excess of the purchase price over the identifiable acquired assets , $10.7 million of which is deductible for tax purposes. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | Note 13. Segment Information The Company’s operations are aligned into two business segments: (i) Radio, and (ii) Outdoor advertising. Radio includes the operations and results of WQHT-FM and WBLS-FM, and outdoor advertising includes the operations and results of the Fairway businesses acquired in December 2019. The Company groups activities that are not considered operating segments in the “All Other” category. These business segments are consistent with the Company’s management of these businesses and its financial reporting structure. Corporate expenses, including transaction costs, are not allocated to reportable segments. The Company’s segments operate exclusively in the United States. The accounting policies as described in the summary of significant accounting policies included in the Company’s Annual Report filed on Form 10-K for the ten months ended December 31, 2019, and in Note 1 to these condensed consolidated and combined financial statements, are applied consistently across segments. Three Months Ended September 30, 2020 Radio Outdoor Advertising All Other Consolidated Net revenues $ 6,200 $ 3,160 $ — $ 9,360 Operating expenses excluding and depreciation and amortization expense 5,573 2,179 — 7,752 Corporate expenses — — 1,214 1,214 Depreciation and amortization 208 688 — 896 Loss on disposal of assets — 103 — 103 Operating income (loss) $ 419 $ 190 $ (1,214 ) $ (605 ) Three Months Ended September 30, 2019 Radio Outdoor Advertising All Other Consolidated Net revenues $ 11,007 $ — $ — $ 11,007 Operating expenses excluding depreciation and amortization expense 8,672 — — 8,672 Depreciation and amortization 280 — — 280 Operating income $ 2,055 $ — $ — $ 2,055 Nine Months Ended September 30, 2020 Radio Outdoor Advertising All Other Consolidated Net revenues $ 18,368 $ 9,773 $ — $ 28,141 Operating expenses excluding depreciation and amortization expense 16,509 7,106 — 23,615 Corporate expenses — — 3,311 3,311 Depreciation and amortization 689 2,397 — 3,086 Loss on disposal of assets — 185 — 185 Operating income (loss) $ 1,170 $ 85 $ (3,311 ) $ (2,056 ) Nine Months Ended September 30, 2019 Radio Outdoor Advertising All Other Consolidated Net revenues $ 35,487 $ — $ — $ 35,487 Operating expenses excluding depreciation and amortization expense 27,837 — — 27,837 Depreciation and amortization 931 — — 931 Operating income $ 6,719 $ — $ — $ 6,719 Total Assets Radio Outdoor Advertising Consolidated As of December 31, 2019 $ 102,921 $ 64,245 $ 167,166 As of September 30, 2020 85,585 62,563 148,148 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 14. Related Party Transactions Corporate Overhead and Share-Based Compensation For the three and nine months ended September 30, 2019, MediaCo was 100% owned by Emmis. Our financial statements for this period are derived from the books and records of Emmis. As described below, Emmis provides us certain services, including executive oversight, legal, finance, human resources and information technology. Our condensed consolidated and combined Transaction Agreement with Emmis and SG Broadcasting On June 28, 2019, MediaCo entered into a Contribution and Distribution Agreement with Emmis and SG Broadcasting, pursuant to which (i) Emmis contributed the assets of its radio stations WQHT-FM and WBLS-FM, in exchange for $91.5 million in cash, a $5.0 million note and 23.72% of the common stock of MediaCo, (ii) Standard General purchased 76.28% of the common stock of MediaCo, and (iii) the common stock of MediaCo received by Emmis was distributed pro rata in a taxable dividend to Emmis’ shareholders on January 17, 2020. The common stock of MediaCo acquired by Standard General is entitled to ten votes per share and the common stock acquired by Emmis and distributed to Emmis’ shareholders is entitled to one vote per share. Emmis will continue to provide management services to the Stations under a Management Agreement, subject to the direction of the MediaCo board of directors which currently consists of four directors appointed by Standard General and three directors appointed by Emmis. MediaCo pays Emmis an annual management fee of $1.25 million, plus reimbursement of certain expenses directly related to the operation of MediaCo’s business. The sale closed on November 25, 2019, at which time MediaCo and Emmis also entered into the management agreement (the “Management Agreement”), an employee leasing agreement (the “Employee Leasing Agreement”) and certain other ancillary agreements. For the three and nine months ended September 30, 2020, MediaCo recorded $ 0.3 $0.1 million was unpaid as of September 30, 2020 and is included in accounts payable and accrued expenses in the accompanying condensed consolidated balance sheets. Convertible Promissory Notes As a result of the Transaction, on November 25, 2019, we issued convertible promissory notes to both Emmis and SG Broadcasting in the amounts of $5.0 million and $6.3 million, respectively. On February 28, 2020, the Company and SG Broadcasting amended and restated the SG Broadcasting Promissory Note such that the maximum aggregate principal amount issuable under the note was increased from $6.3 million to $10.3 million. Also on February 28, 2020, SG Broadcasting loaned an additional $2.0 million to the Company pursuant to the amended note for working capital purposes. On March 27, 2020, the Company and SG Broadcasting further amended and restated the SG Broadcasting Promissory Note such that the maximum aggregate principal amount issuable under the note was increased from $10.3 million to $20.0 million. On March 27, 2020, SG Broadcasting loaned an additional $3.0 million to the Company pursuant to the Second Amended and Restated SG Promissory Note for working capital purposes. On August 28, 2020, SG Broadcasting loaned an additional $8.7 million to the Company pursuant to the Second Amended and Restated SG Promissory Note for working capital purposes. Consequently, the principal amount outstanding under the Second Amended and Restated SG Broadcasting Promissory Note as of September 30, 2020 was $20.0 million. On September 30, 2020, SG Broadcasting loaned an additional $0.3 million to the Company pursuant to the Additional SG Broadcasting Promissory Note for working capital purposes. The terms of these notes are described in Note 7. Convertible Preferred Stock On December 13, 2019, in connection with the Fairway Acquisition, the Company issued to SG Broadcasting 220,000 shares of MediaCo Series A Convertible Preferred Stock. MediaCo Series A Preferred Shares rank senior in preference to the MediaCo Class A common stock, MediaCo Class B common stock, and the MediaCo Class C common stock. Pursuant to the Articles of Amendment, the ability of the Company to make distributions with respect to, or make a liquidation payment on, any other class of capital stock in the Company designated to be junior to, or on parity with, the MediaCo Series A Preferred Shares, will be subject to certain restrictions, including that (i) the MediaCo Series A Preferred Shares shall be entitled to receive the amount of dividends per share that would be payable on the number of whole common shares of the Company into which each share of MediaCo Series A Preferred Share could be converted, and (ii) the MediaCo Series A Preferred Shares, upon any liquidation, dissolution or winding up of the Company, shall be entitled to a preference on the assets of the Company. Issued and outstanding shares of MediaCo Series A Preferred Shares shall accrue cumulative dividends, payable in kind, at an annual rate equal to the interest rate on any senior debt of the Company (see Note 7), or if no senior debt is outstanding, 6%, plus additional increases of 1% on December 12, 2020 and each anniversary thereof. MediaCo Series A Preferred Shares are redeemable for cash at the option of SG Broadcasting at any time on or after June 12, 2025, and so the shares are classified outside of permanent equity. The Series A Preferred Shares are also convertible into shares of Class A common stock at the option of SG Broadcasting at any time after May 25, 2020, with the number of shares of common stock determined by dividing the original contribution, plus accrued dividends, by the 30-day volume weighted average share price of Class A common shares. The Series A Preferred Shares are considered participating securities for the purposes of calculating earnings per share under the two-class method. Loan Proceeds Participation Agreement See Note 15 for a description of the Loan Proceeds Participation Agreement entered into with Emmis during the quarter ended June 30, 2020. |
Loan Proceeds Participation Agr
Loan Proceeds Participation Agreement | 9 Months Ended |
Sep. 30, 2020 | |
Loan Proceeds Participation Agreement [Abstract] | |
Loan Proceeds Participation Agreement | Note 15. Loan Proceeds Participation Agreement On April 22, 2020, MediaCo and Emmis entered into a certain Loan Proceeds Participation Agreement (the “LPPA”) pursuant to which (i) Emmis agreed to use certain of the proceeds of the loan Emmis received pursuant to the Paycheck Protection Program (“PPP”) under Division A, Title I of the CARES Act to pay certain wages of employees leased to MediaCo pursuant to the Employee Leasing Agreement, between Emmis and MediaCo (ii) Emmis agreed to waive up to $1.5 million in reimbursement obligations of MediaCo to Emmis under the Employee Leasing Agreement to the extent that the PPP Loan is forgiven, and (iii) MediaCo agreed to promptly pay Emmis an amount equal to 31.56% of the amount of the PPP Loan, if any, that Emmis is required to repay, up to the amount of the reimbursement obligations forgiven under (ii) above. Standard General L.P., on behalf of all of the funds for which it serves as an investment advisor, agreed to guaranty MediaCo’s obligations under the LPPA. As of the date of these financial statements, Emmis believes that the loan will be forgiven as Emmis believes it has spent the proceeds on qualifying expenditures. Accordingly, $1.5 million of leased employee expense was waived by Emmis during the nine months ended September 30, 2020. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Allocation Policies | Allocation Policies The following allocation policies were established by management of Emmis for the three and nine-month periods ended September 30, 2019. In the opinion of management, the methods for allocating these costs were reasonable. It is not practicable to estimate the costs that would have been incurred by us if we had been operated on a stand‑alone basis. (i) Specifically Identifiable Operating Expenses Costs which related entirely to the operations of the Stations were attributed entirely to the Stations. These expenses consisted of costs of personnel who are 100% dedicated to the operations of the Stations, all costs associated with locations that conducted only the business of the Stations and amounts paid to third parties for services rendered to the Stations. In addition, any costs incurred by Emmis, which were specifically identifiable to the operations of the Stations, were attributed to the Stations. (ii) Shared Operating Expenses Emmis incurred the cost of certain corporate general and administrative services and shared services that benefited all of its entities, including the Stations. These shared services included radio executive management, legal, accounting, information services, telecommunications, human resources, insurance, and intellectual property compliance and maintenance. These costs were allocated to the Stations based on one of the following allocation methods: (1) percentage of Company revenues, (2) percentage of Company’s radio revenues, (3) headcount, and (4) pro rata portion based on the number of stations owned by Emmis. Management determined which allocation method was appropriate based on the nature of the shared service being provided. (iii) Taxes The Stations' allocated share of the consolidated Emmis federal tax provision was determined using the separate return method. Under the separate return method, tax expense or benefit was calculated as if the Stations were subject to their own tax returns. State income taxes generally were allocated in a similar manner. Deferred tax assets and liabilities were determined based on differences between the financial reporting and tax bases of assets and liabilities carried by the Stations, and were measured using the enacted tax rates that are expected to be in effect in the period in which these differences were expected to reverse. The principal components of deferred taxes related to tax amortization of indefinite-lived intangibles, namely FCC licenses, which are not amortized (but subject to impairment testing) for financial reporting purposes. (iv) Allocated Charges Allocations of Emmis’ costs were included in the condensed consolidated and combined statements of operations of the Stations as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2019 2020 2019 2020 Station operating expenses, excluding depreciation and amortization expense $ 596 $ — $ 1,810 $ — Noncash compensation 60 — 192 — Allocated charges from Emmis $ 656 $ — $ 2,002 $ — Intercompany accounts between the Stations and Emmis were included in combined equity. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider time deposits, money market fund shares and all highly liquid debt investment instruments with original maturities of three months or less to be cash equivalents. At times, such deposits may be in excess of FDIC insurance limits. |
Fair Value Measurements | Fair Value Measurements As defined in Accounting Standards Codification (“ASC”) Topic 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. ASC Topic 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). We have no assets or liabilities for which fair value is measured on a recurring basis using Level 3 inputs. The Company has certain assets that are measured at fair value on a non-recurring basis under circumstances and events that include those described in Note 5, Intangible Assets, and are adjusted to fair value only when the carrying values are more than the fair values. The categorization of the framework used to price the assets is considered a Level 3 measurement due to the subjective nature of the unobservable inputs used to determine the fair value (see Note 5 for more discussion). |
Use of Estimates | Use of Estimates The Company has been actively monitoring the COVID-19 situation and its impact globally, as well as domestically and in the markets we serve. Our priority has been the safety of our employees, as well as the informational needs of the communities that we serve. Through the first few months of calendar 2020, the disease became widespread around the world, and on March 11, 2020, the World Health Organization declared a pandemic. In an effort to mitigate the continued spread of COVID-19, many federal, state and local governments have mandated various restrictions, including travel restrictions, restrictions on non-essential businesses and services, restrictions on public gatherings and quarantining of people who may have been exposed to the virus. These restrictions, in turn, caused the United States economy to decline and businesses to cancel or reduce amounts spent on advertising, negatively impacting our advertising-based businesses. Furthermore, some of our advertisers have seen a material decline in their businesses and may not be able to pay amounts owed to us when they come due. If the spread of COVID-19 continues, or is suppressed but later reemerges, and public and private entities continue to implement restrictive measures, 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. The preparation of condensed consolidated and combined financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Due to the uncertain future impacts of the COVID-19 pandemic and the related economic disruptions, actual results could differ from those estimates particularly as it relates to estimates reliant on forecasts and other assumptions reasonably available to the Company As discussed in Note 9, as a result of a sharp deterioration of business activity related to the COVID-19 pandemic and the significant operating losses expected in 2020, we were unable to conclude that it was more likely than not that we would be able to realize our deferred tax assets as of June 30, 2020; accordingly, we recorded a $15.6 million valuation allowance against these assets. The Company’s future assessment of the magnitude and duration of COVID-19, as well as other factors, could result in material changes to the estimates and material impacts to the Company’s condensed consolidated and combined financial statements in future reporting periods. |
Per Share Data | Per Share Data Our basic and diluted net loss per share is computed using the two-class method. The two-class method is an earnings allocation that determines net income per share for each class of common stock and participating securities according to their participation rights in dividends and undistributed earnings or losses. Shares of Series A preferred stock include rights to participate in dividends and distributions to common stockholders on an if-converted basis, and accordingly are considered participating securities. During periods of undistributed losses however, no effect is given to our participating securities since they are not contractually obligated to share in the losses. We did not have any participating securities for the three and nine-month periods ended September 30, 2019, as the preferred stock only became convertible to common stock on May 25, 2020. For the three and nine-month periods ended September 30, 2019, only the Class A shares issued to Emmis at the close of the Transaction have been assumed to be outstanding. The following is a reconciliation of basic and diluted net loss per share attributable to Class A and Class B common shareholders: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2019 2020 2019 2020 Net income (loss) $ 1,442 $ (2,994 ) $ 4,590 $ (22,838 ) Preferred dividends — 534 — 1,591 Net income (loss) attributable to common shareholders $ 1,442 $ (3,528 ) $ 4,590 $ (24,429 ) Basic and diluted weighted average Class A shares outstanding 1,667 1,683 1,667 1,700 Net income (loss) per share attributable to Class A shareholders $ 0.87 $ (0.50 ) $ 2.75 $ (3.44 ) Basic and diluted weighted average Class B shares outstanding — 5,413 — 5,410 Net loss per share attributable to Class B shareholders $ — $ (0.50 ) $ — $ (3.44 ) Because we have incurred a net loss for all periods where the Company had potentially dilutive securities, diluted net loss per common share is the same as basic net loss per common share. The following convertible equity shares were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive. There were no potentially dilutive shares for the three and nine-month periods ended September 30, 2019 as neither the convertible promissory notes issued to Emmis and SG Broadcasting described in Note 7, nor the Series A convertible preferred stock, were convertible until May 25, 2020. For the Three Months Ended September 30, For the Nine Months Ended September 30, 2019 2020 2019 2020 Convertible Emmis promissory note $ — $ 977 $ — $ 1,238 Convertible Standard General promissory notes — 3,979 — 5,023 Series A convertible preferred stock — 4,525 — 5,734 Total $ 9,481 $ — $ 11,995 |
Liquidity and Going Concern | Liquidity and Going Concern The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Pursuant to ASC Topic 205-40, “ Going Concern The Company has been and continues to be negatively impacted by COVID-19, which the Company expects to negatively impact revenues and profitability for an undetermined period of time. Management has considered these circumstances in assessing the Company’s liquidity over the next year. Liquidity is a measure of an entity’s ability to meet potential cash requirements, maintain its assets, fund its operations, and meet the other general cash needs of its business. The Company’s liquidity is impacted by general economic, financial, competitive, and other factors beyond its control. The Company’s liquidity requirements consist primarily of funds necessary to pay its expenses, principally debt service and operational expenses, such as labor costs, and other related expenditures. The Company generally satisfies its liquidity needs through cash provided by operations. In addition, the Company has taken steps to enhance its ability to fund its operational expenses by reducing various costs and is prepared to take additional steps as necessary. The Company has debt service obligations of approximately $7.7 million due under its Senior Credit Facility from November 13, 2020, the date of issuance of these financial statements, through November 13, 2021. The Company expects its revenues and profitability will continue to be adversely impacted by the COVID-19 pandemic. Because the duration and severity of the impact is unknown as of the filing of this Form 10-Q, management is unable to determine with certainty that the Company will be able to meet its liquidity needs for the next twelve months with cash and cash equivalents on hand, projected cash flows from operations, and/or additional borrowings. Under the terms of its Senior Credit Facility, the amount of debt outstanding thereunder is limited to a formula based on 60% of the fair value of the Company’s FCC licenses plus a multiple of the Company’s Billboard Cash Flow (as defined in the Senior Credit Facility). Management is also unable to determine whether the Company will be in compliance with its debt covenants and the limits of its borrowing base for the next twelve months. If necessary, management intends to request a waiver or amendment to its Senior Credit Facility and seek additional borrowings from Standard General. While the Company has been successful in obtaining waivers and amendments under its Senior Credit Facility and has also received additional liquidity from Standard General in the past, no assurances can be made that the Company will be successful or receive such liquidity in the future. Accordingly, there is substantial doubt about our ability to continue as a going concern through November 13, 2021. Furthermore, depending on the duration and severity of the impact the COVID-19 pandemic has on our businesses, we may record impairments of assets in the future. |
Recent Accounting Pronouncements Not Yet Implemented | Recent Accounting Pronouncements Not Yet Implemented In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update 2016-13, Financial Instruments – Credit Losses |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Allocated Charges | Allocations of Emmis’ costs were included in the condensed consolidated and combined statements of operations of the Stations as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2019 2020 2019 2020 Station operating expenses, excluding depreciation and amortization expense $ 596 $ — $ 1,810 $ — Noncash compensation 60 — 192 — Allocated charges from Emmis $ 656 $ — $ 2,002 $ — |
Reconciliation of Basic and Diluted Net Loss per Share Attributable to Common Shareholders | The following is a reconciliation of basic and diluted net loss per share attributable to Class A and Class B common shareholders: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2019 2020 2019 2020 Net income (loss) $ 1,442 $ (2,994 ) $ 4,590 $ (22,838 ) Preferred dividends — 534 — 1,591 Net income (loss) attributable to common shareholders $ 1,442 $ (3,528 ) $ 4,590 $ (24,429 ) Basic and diluted weighted average Class A shares outstanding 1,667 1,683 1,667 1,700 Net income (loss) per share attributable to Class A shareholders $ 0.87 $ (0.50 ) $ 2.75 $ (3.44 ) Basic and diluted weighted average Class B shares outstanding — 5,413 — 5,410 Net loss per share attributable to Class B shareholders $ — $ (0.50 ) $ — $ (3.44 ) |
Schedule of Convertible Equity Shares Excluded from Calculation of Diluted Net Loss per Share | The following convertible equity shares were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive. For the Three Months Ended September 30, For the Nine Months Ended September 30, 2019 2020 2019 2020 Convertible Emmis promissory note $ — $ 977 $ — $ 1,238 Convertible Standard General promissory notes — 3,979 — 5,023 Series A convertible preferred stock — 4,525 — 5,734 Total $ 9,481 $ — $ 11,995 |
Share Based Payments (Tables)
Share Based Payments (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Compensation Related Costs [Abstract] | |
Schedule of Restricted Stock Grants Outstanding and Restricted Stock Activity | The following table presents a summary of the Company’s restricted stock grants outstanding at September 30, 2020, and restricted stock activity during the nine months ended September 30, 2020 (“Price” reflects the weighted average share price at the date of grant): Awards Price Grants outstanding, beginning of period — $ — Granted 102,617 5.41 Grants outstanding, end of period 102,617 5.41 |
Schedule of Stock-Based Compensation Expense Recognized | The following table summarizes stock-based compensation expense recognized by the Company during the three and nine months ended September 30, 2019 and 2020. The Company did not recognize any tax benefits related to stock-based compensation during the periods presented below. For the Three Months Ended September 30, For the Nine Months Ended September 30, 2019 2020 2019 2020 Operating expenses, excluding depreciation and amortization $ 60 $ — $ 192 $ — Corporate expenses — 44 — 44 Share-based compensation expense $ 60 $ 44 $ 192 $ 44 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Definite-Lived Intangible Assets | The following table presents the weighted-average useful life at September 30, 2020, and the gross carrying amount and accumulated amortization for our definite-lived intangible assets at December 31, 2019, and September 30, 2020: As of December 31, 2019 As of September 30, 2020 (in 000's, except years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Useful Life (in years) Programming agreement $ 2,154 $ 1,640 $ 514 $ 2,154 $ 1,860 $ 294 1.0 Customer list 3,030 14 3,016 2,906 767 2,139 2.2 |
Schedule of Estimation of Future Amortization Expense | The following table presents the Company's estimate of future amortization expense for definite-lived intangibles: Year ending December 31, Expected Amortization Expense Remainder of 2020 $ 316 2021 1,189 2022 928 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table presents the Company's revenues disaggregated by revenue source: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2019 % of Total 2020 % of Total 2019 % of Total 2020 % of Total Revenue by Source: Radio Advertising $ 7,925 72.0 % $ 4,633 49.5 % $ 21,433 60.4 % $ 13,641 48.5 % Outdoor Advertising — 0.0 % 2,957 31.6 % — 0.0 % 9,254 32.9 % Nontraditional 1,027 9.3 % 203 2.2 % 8,002 22.5 % 451 1.6 % Digital 793 7.2 % 476 5.1 % 2,543 7.2 % 1,490 5.3 % Other 1,262 11.5 % 1,091 11.7 % 3,509 9.9 % 3,305 11.7 % Total net revenues $ 11,007 $ 9,360 $ 35,487 $ 28,141 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Long-term debt was comprised of the following at December 31, 2019, and September 30, 2020: December 31, 2019 September 30, 2020 Senior credit facility $ 72,527 $ 70,972 Notes payable to Emmis 5,000 5,000 Notes payable to SG Broadcasting 6,250 20,250 Less: Current maturities (3,672 ) (918 ) Less: Unamortized original issue discount (2,437 ) (2,279 ) Total long-term debt, net of current portion and debt discount $ 77,668 $ 93,025 |
Schedule of Mandatory Principal Payments of Long-Term Debt | Based on amounts outstanding at September 30, 2020, mandatory principal payments of long-term debt for the next five years and thereafter are summarized below: Year ended December 31, Senior Credit Facility Emmis Note SG Broadcasting Notes Total Payments Remainder of 2020 $ — $ — $ — $ — 2021 1,836 — — 1,836 2022 3,672 — — 3,672 2023 3,672 — — 3,672 2024 61,792 5,000 — 66,792 Thereafter — — 20,250 20,250 Total $ 70,972 $ 5,000 $ 20,250 $ 96,222 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Schedule of Impact of Operating Leases to Condensed Consolidated Financial Statements | The impact of operating leases to our condensed consolidated financial statements was as follows: Nine Months Ended September 30, 2020 Lease Cost Operating lease cost $ 3,740 Other Information Operating cash flows from operating leases 3,754 Right-of-use assets obtained in exchange for new operating lease liabilities — Weighted average remaining lease term - operating leases (in years) 9.1 Weighted average discount rate - operating leases 9.1 % |
Schedule of Annual Minimum Lease Payments of Operating Lease Liabilities | As of September 30, 2020, the annual minimum lease payments of our operating lease liabilities were as follows: Year ending December 31, Remainder of 2020 $ 1,659 2021 5,152 2022 5,054 2023 4,080 2024 2,668 After 2024 18,646 Total lease payments 37,259 Less imputed interest 13,148 Total recorded lease liabilities $ 24,111 |
Schedule of Minimum Fixed Lease Consideration Under Non-cancelable Operating Leases Excluding Variable Lease Consideration | Our outdoor advertising business generates lessor revenue derived from operating leases accounted for under ASC 842, “Leases.” Year ending December 31, Remainder of 2020 $ 1,965 2021 2,325 2022 — 2023 — 2024 — After 2024 — |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of Information Related to Asset Retirement Obligations | The following table reflects information related to our asset retirement obligations. Balance at December 31, 2019 $ 5,623 Purchase price allocation adjustment 44 Accretion expense 566 Liabilities settled (57 ) Balance at September 30, 2020 $ 6,176 |
Acquisition (Tables)
Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Schedule of Preliminary Purchase Price Allocation | As of September 30 2020, our fair value allocation of the assets acquired and liabilities assumed from Fairway Outdoor is considered preliminary and is subject to revision, which may result in adjustments to this allocation. A number of purchase price adjustments were made in the nine-month period ended September 30, 2020 which resulted in an increase to goodwill of $1.7 million. The allocations presented in the table below are based upon management’s estimate of the fair value using valuation techniques including income, cost and market approaches. The most significant asset acquired, property, plant and equipment, was valued using the cost approach. The preliminary purchase price allocation was as follows: Cash consideration $ 43,108 Due from Seller (106 ) Total Consideration $ 43,002 Accounts receivable $ 1,485 Other current assets 133 Property, plant and equipment 28,640 Operating lease, right-of-use assets 15,376 Goodwill 13,061 Intangibles (Note 5) 3,636 Deferred tax asset 1,032 Other assets 15 Assets Acquired $ 63,378 Accounts payable $ 73 Accrued expenses and other current liabilities 585 Current portion of operating lease liabilities 859 Operating lease liabilities, less current portion 12,320 Asset retirement obligations (Note 11) 5,634 Deferred revenue 753 Other noncurrent liabilities 152 Liabilities Assumed $ 20,376 Net Assets Acquired $ 43,002 |
Schedule of Pro Forma Financial Information | The following unaudited pro forma financial information for the Company gives effect to the Fairway Acquisition as if it had occurred on January 1, 2019. These pro forma results do not purport to be indicative of the results of operations which actually would have resulted had the acquisition occurred on such date or to project the Company’s results of operations for any future period. Nine Months Ended September 30, 2019 Net revenues $ 45,831 Net income attributable to common shareholders 2,567 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Results of Operations of Business Segments | Three Months Ended September 30, 2020 Radio Outdoor Advertising All Other Consolidated Net revenues $ 6,200 $ 3,160 $ — $ 9,360 Operating expenses excluding and depreciation and amortization expense 5,573 2,179 — 7,752 Corporate expenses — — 1,214 1,214 Depreciation and amortization 208 688 — 896 Loss on disposal of assets — 103 — 103 Operating income (loss) $ 419 $ 190 $ (1,214 ) $ (605 ) Three Months Ended September 30, 2019 Radio Outdoor Advertising All Other Consolidated Net revenues $ 11,007 $ — $ — $ 11,007 Operating expenses excluding depreciation and amortization expense 8,672 — — 8,672 Depreciation and amortization 280 — — 280 Operating income $ 2,055 $ — $ — $ 2,055 Nine Months Ended September 30, 2020 Radio Outdoor Advertising All Other Consolidated Net revenues $ 18,368 $ 9,773 $ — $ 28,141 Operating expenses excluding depreciation and amortization expense 16,509 7,106 — 23,615 Corporate expenses — — 3,311 3,311 Depreciation and amortization 689 2,397 — 3,086 Loss on disposal of assets — 185 — 185 Operating income (loss) $ 1,170 $ 85 $ (3,311 ) $ (2,056 ) Nine Months Ended September 30, 2019 Radio Outdoor Advertising All Other Consolidated Net revenues $ 35,487 $ — $ — $ 35,487 Operating expenses excluding depreciation and amortization expense 27,837 — — 27,837 Depreciation and amortization 931 — — 931 Operating income $ 6,719 $ — $ — $ 6,719 Total Assets Radio Outdoor Advertising Consolidated As of December 31, 2019 $ 102,921 $ 64,245 $ 167,166 As of September 30, 2020 85,585 62,563 148,148 |
Organization - Additional Infor
Organization - Additional Information (Details) | Sep. 30, 2020RadioStationDisplay |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Number of radio stations | RadioStation | 2 |
Number Of outdoor advertising displays | Display | 3,300 |
Basis of Presentation and Com_2
Basis of Presentation and Combination - Additional Information (Details) | Sep. 30, 2020 |
Emmis | Mediaco Holding Inc | |
Significant Accounting Policies [Line Items] | |
Ownership interest percentage | 100.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | Nov. 13, 2020 | Sep. 30, 2020 | Jun. 30, 2020 |
Significant Accounting Policies [Line Items] | |||
Operating costs of personnel | 100.00% | ||
Deferred tax assets valuation allowance | $ 15,600,000 | $ 15,600,000 | |
Senior Credit Facility | FCC Licenses | |||
Significant Accounting Policies [Line Items] | |||
Formula based percentage on fair value of licenses | 60.00% | ||
Subsequent Event | Senior Credit Facility | |||
Significant Accounting Policies [Line Items] | |||
Debt service obligations | $ 7,700,000 | ||
Debt service obligations due date | Nov. 13, 2021 | ||
Fair Value Measurements Recurring | Level 3 | |||
Significant Accounting Policies [Line Items] | |||
Assets | $ 0 | ||
Liabilities | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Allocated Charges (Details) - Stations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Significant Accounting Policies [Line Items] | ||
Station operating expenses, excluding depreciation and amortization expense | $ 596 | $ 1,810 |
Noncash compensation | 60 | 192 |
Allocated charges from Emmis | $ 656 | $ 2,002 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Reconciliation of Basic and Diluted Net Loss per Share Attributable to Common Shareholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Schedule Of Basic And Diluted Net Income Loss Per Share [Line Items] | ||||||||
Net income (loss) | $ (2,994) | $ (18,359) | $ (1,485) | $ 1,442 | $ 2,520 | $ 628 | $ (22,838) | $ 4,590 |
Preferred dividends | 534 | 1,591 | ||||||
Net income (loss) attributable to common shareholders | $ (3,528) | $ 1,442 | $ (24,429) | $ 4,590 | ||||
Basic and diluted weighted average common shares outstanding | 7,096 | 1,667 | 7,110 | 1,667 | ||||
Net income (loss) per share attributable to common shareholders | $ (0.50) | $ 0.87 | $ (3.44) | $ 2.75 | ||||
Class A Common Stock | ||||||||
Schedule Of Basic And Diluted Net Income Loss Per Share [Line Items] | ||||||||
Basic and diluted weighted average common shares outstanding | 1,683,000 | 1,667,000 | 1,700,000 | 1,667,000 | ||||
Net income (loss) per share attributable to common shareholders | $ (0.50) | $ 0.87 | $ (3.44) | $ 2.75 | ||||
Class B Common Stock | ||||||||
Schedule Of Basic And Diluted Net Income Loss Per Share [Line Items] | ||||||||
Basic and diluted weighted average common shares outstanding | 5,413,000 | 5,410,000 | ||||||
Net income (loss) per share attributable to common shareholders | $ (0.50) | $ (3.44) |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Convertible Equity Shares Excluded from Calculation of Diluted Net Loss per Share (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Shares excluded from calculation of diluted net loss per share | 9,481 | 11,995 |
Convertible Promissory Note | Emmis | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Shares excluded from calculation of diluted net loss per share | 977 | 1,238 |
Convertible Promissory Note | SG Broadcasting | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Shares excluded from calculation of diluted net loss per share | 3,979 | 5,023 |
Series A Convertible Preferred Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Shares excluded from calculation of diluted net loss per share | 4,525 | 5,734 |
Share Based Payments - Schedule
Share Based Payments - Schedule of Restricted Stock Grants Outstanding and Restricted Stock Activity (Details) - Restricted Stock | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Granted, Awards | shares | 102,617 |
Grants outstanding, Awards end of period | shares | 102,617 |
Granted, Price | $ / shares | $ 5.41 |
Grants outstanding, Price end of period | $ / shares | $ 5.41 |
Share Based Payments - Schedu_2
Share Based Payments - Schedule of Stock-Based Compensation Expense Recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | $ 44 | $ 60 | $ 44 | $ 192 |
Operating Expenses Excluding Depreciation and Amortization | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | $ 60 | $ 192 | ||
Corporate Expenses | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | $ 44 | $ 44 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Indefinite-lived and Finite-lived Intangible Assets [Line Items] | |||
Increase in goodwill | $ 1,700,000 | ||
Amortization of intangible assets | 1,000,000 | ||
Maximum | |||
Indefinite-lived and Finite-lived Intangible Assets [Line Items] | |||
Increase in goodwill | 1,700,000 | ||
Amortization of intangible assets | $ 100,000 | ||
FMG Valdosta, LLC and FMG Kentucky, LLC | |||
Indefinite-lived and Finite-lived Intangible Assets [Line Items] | |||
Goodwill acquired | $ 11,400,000 | ||
FMG Valdosta, LLC and FMG Kentucky, LLC | Trade Name | |||
Indefinite-lived and Finite-lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets acquired preliminary valuation | 700,000 | ||
FCC Licenses | |||
Indefinite-lived and Finite-lived Intangible Assets [Line Items] | |||
Indefinite-lived intangible assets, carrying amount | $ 63,300,000 | $ 63,300,000 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Definite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Programming Agreement | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 2,154 | $ 2,154 |
Accumulated Amortization | 1,860 | 1,640 |
Net Carrying Amount | $ 294 | 514 |
Weighted Average Remaining Useful Life (in years) | 1 year | |
Customer List | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 2,906 | 3,030 |
Accumulated Amortization | 767 | 14 |
Net Carrying Amount | $ 2,139 | $ 3,016 |
Weighted Average Remaining Useful Life (in years) | 2 years 2 months 12 days |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Estimation of Future Amortization Expense (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Remainder of 2020 | $ 316 |
2021 | 1,189 |
2022 | $ 928 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2020Advertisement | |
Disaggregation Of Revenue [Line Items] | |
Advertising agency fee rate based on gross revenue | 15.00% |
Outdoor Advertising | |
Disaggregation Of Revenue [Line Items] | |
Number of advertising business | 3,300 |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Disaggregation Of Revenue [Line Items] | ||||
Total net revenues | $ 9,360 | $ 11,007 | $ 28,141 | $ 35,487 |
Radio Advertising | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenues | $ 4,633 | $ 7,925 | $ 13,641 | $ 21,433 |
Radio Advertising | Revenue, Product and Service Benchmark | Product Concentration Risk | ||||
Disaggregation Of Revenue [Line Items] | ||||
Percentage of revenue | 49.50% | 72.00% | 48.50% | 60.40% |
Outdoor Advertising | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenues | $ 2,957 | $ 9,254 | ||
Outdoor Advertising | Revenue, Product and Service Benchmark | Product Concentration Risk | ||||
Disaggregation Of Revenue [Line Items] | ||||
Percentage of revenue | 31.60% | 0.00% | 32.90% | 0.00% |
Nontraditional | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenues | $ 203 | $ 1,027 | $ 451 | $ 8,002 |
Nontraditional | Revenue, Product and Service Benchmark | Product Concentration Risk | ||||
Disaggregation Of Revenue [Line Items] | ||||
Percentage of revenue | 2.20% | 9.30% | 1.60% | 22.50% |
Digital | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenues | $ 476 | $ 793 | $ 1,490 | $ 2,543 |
Digital | Revenue, Product and Service Benchmark | Product Concentration Risk | ||||
Disaggregation Of Revenue [Line Items] | ||||
Percentage of revenue | 5.10% | 7.20% | 5.30% | 7.20% |
Other | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total net revenues | $ 1,091 | $ 1,262 | $ 3,305 | $ 3,509 |
Other | Revenue, Product and Service Benchmark | Product Concentration Risk | ||||
Disaggregation Of Revenue [Line Items] | ||||
Percentage of revenue | 11.70% | 11.50% | 11.70% | 9.90% |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Less: Current maturities | $ (918) | $ (3,672) |
Less: Unamortized original issue discount | (2,279) | (2,437) |
Total long-term debt, net of current portion and debt discount | 93,025 | 77,668 |
SG Broadcasting | ||
Debt Instrument [Line Items] | ||
Notes payable | 20,250 | 6,250 |
Emmis | ||
Debt Instrument [Line Items] | ||
Notes payable | 5,000 | 5,000 |
Senior Credit Facility | ||
Debt Instrument [Line Items] | ||
Senior credit facility | 70,972 | $ 72,527 |
Senior Credit Facility | SG Broadcasting | ||
Debt Instrument [Line Items] | ||
Less: Unamortized original issue discount | $ (2,300) |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) | Sep. 30, 2020USD ($) | Mar. 27, 2020USD ($) | Dec. 13, 2019USD ($) | Dec. 09, 2019USD ($) | Nov. 25, 2019USD ($) | Sep. 30, 2020USD ($) | Aug. 28, 2020USD ($) | Feb. 28, 2020USD ($) | Dec. 31, 2019USD ($) |
Debt Instrument [Line Items] | |||||||||
Senior credit facility amount | $ 0 | $ 0 | |||||||
Credit facility, debt discount | $ 2,279,000 | $ 2,279,000 | $ 2,437,000 | ||||||
Debt instrument interest percentage | 6.00% | 6.00% | |||||||
Debt instrument increasing interest rate of each successive anniversary | 1.00% | ||||||||
Principal amount outstanding | $ 96,222,000 | $ 96,222,000 | |||||||
Emmis | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount outstanding | 5,000,000 | 5,000,000 | |||||||
SG Broadcasting | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount outstanding | 20,250,000 | 20,250,000 | |||||||
SG Broadcasting | Promissory Note | |||||||||
Debt Instrument [Line Items] | |||||||||
Senior credit facility amount | $ 0 | $ 0 | $ 0 | ||||||
Debt instrument face amount | $ 6,300,000 | ||||||||
Debt instrument interest percentage | 6.00% | 6.00% | 6.00% | ||||||
Debt instrument increasing interest rate of second anniversary | 1.00% | 1.00% | |||||||
Debt instrument increasing interest rate of each successive anniversary | 1.00% | 1.00% | |||||||
Debt instrument maturity date | Mar. 30, 2026 | May 25, 2025 | |||||||
Additional loan for working capital | $ 300,000 | $ 3,000,000 | $ 300,000 | $ 8,700,000 | $ 2,000,000 | ||||
Principal amount outstanding | 20,000,000 | 20,000,000 | |||||||
SG Broadcasting | Promissory Note | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument face amount | $ 20,000,000 | $ 6,300,000 | 10,300,000 | ||||||
SG Broadcasting | Convertible Promissory Note | Emmis | |||||||||
Debt Instrument [Line Items] | |||||||||
Senior credit facility amount | 0 | ||||||||
Debt instrument face amount | $ 5,000,000 | ||||||||
Debt instrument interest percentage | 6.00% | ||||||||
Additional payment of interest in kind | 1.00% | ||||||||
Debt instrument increasing interest rate of second anniversary | 1.00% | ||||||||
Debt instrument increasing interest rate of each successive anniversary | 1.00% | ||||||||
Debt instrument maturity date | Nov. 25, 2024 | ||||||||
Senior Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount outstanding | 70,972,000 | 70,972,000 | |||||||
Senior Credit Facility | SG Broadcasting | |||||||||
Debt Instrument [Line Items] | |||||||||
Credit facility, debt discount | $ 2,300,000 | $ 2,300,000 | |||||||
Percentage of fixed charge coverage ratio | 1 | ||||||||
Minimum liquidity amount | $ 1,000,000 | ||||||||
Debt instrument, amount of amendment fee added to principal amount | 200,000 | $ 100,000 | |||||||
Senior Credit Facility | SG Broadcasting | Promissory Note | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument face amount | $ 20,000,000 | $ 10,300,000 | |||||||
Senior Credit Facility | FMG Valdosta, LLC and FMG Kentucky, LLC | SG Broadcasting | |||||||||
Debt Instrument [Line Items] | |||||||||
Net proceeds from senior credit facility | $ 22,600,000 | ||||||||
Credit facility, debt discount | $ 800,000 | ||||||||
GACP Finance Co., LLC | Senior Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Senior credit facility amount | $ 50,000,000 | ||||||||
Debt instrument, term | 5 years | ||||||||
Additional borrowing | $ 25,000,000 | ||||||||
Credit facility, payment terms | the Senior Credit Facility required interest payments on the first business day of each calendar month, and quarterly payments on the principal in an amount equal to one and one quarter percent of the initial aggregate principal amount were due on the last day of each calendar quarter. | ||||||||
Minimum liquidity amount, year one | 2,000,000 | ||||||||
Minimum liquidity amount, year two | 2,500,000 | ||||||||
Minimum liquidity amount, thereafter | $ 3,000,000 | ||||||||
Percentage of fixed charge coverage ratio | 1.10 | ||||||||
GACP Finance Co., LLC | Senior Credit Facility | SG Broadcasting | |||||||||
Debt Instrument [Line Items] | |||||||||
Net proceeds from senior credit facility | $ 48,300,000 | ||||||||
Credit facility, debt discount | $ 1,700,000 | ||||||||
GACP Finance Co., LLC | Senior Credit Facility | FMG Valdosta, LLC and FMG Kentucky, LLC | |||||||||
Debt Instrument [Line Items] | |||||||||
Net proceeds from senior credit facility | $ 22,600,000 | ||||||||
Credit facility, debt discount | 800,000 | ||||||||
Remaining available borrowings capacity | $ 23,400,000 | ||||||||
LIBOR | GACP Finance Co., LLC | Senior Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate of borrowing | 7.50% | ||||||||
LIBOR Floor | GACP Finance Co., LLC | Senior Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate of borrowing | 2.00% |
Long-Term Debt - Schedule of Ma
Long-Term Debt - Schedule of Mandatory Principal Payments of Long-Term Debt (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Debt Instrument [Line Items] | |
2021 | $ 1,836 |
2022 | 3,672 |
2023 | 3,672 |
2024 | 66,792 |
Thereafter | 20,250 |
Total | 96,222 |
SG Broadcasting | |
Debt Instrument [Line Items] | |
Thereafter | 20,250 |
Total | 20,250 |
Emmis | |
Debt Instrument [Line Items] | |
2024 | 5,000 |
Total | 5,000 |
Senior Credit Facility | |
Debt Instrument [Line Items] | |
2021 | 1,836 |
2022 | 3,672 |
2023 | 3,672 |
2024 | 61,792 |
Total | $ 70,972 |
Regulatory, Legal and Other M_2
Regulatory, Legal and Other Matters - Additional Information (Details) | Sep. 30, 2020LegalProceeding |
Commitments And Contingencies Disclosure [Abstract] | |
Number of legal proceedings pending | 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |||
Effective income tax rate, percent | (154.00%) | 32.00% | |
Deferred tax assets valuation allowance | $ 15.6 | $ 15.6 |
Leases - Schedule of Impact of
Leases - Schedule of Impact of Operating Leases to Condensed Consolidated Financial Statements (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Lease Cost | |
Operating lease cost | $ 3,740 |
Other Information | |
Operating cash flows from operating leases | $ 3,754 |
Weighted average remaining lease term - operating leases (in years) | 9 years 1 month 6 days |
Weighted average discount rate - operating leases | 9.10% |
Leases - Schedule of Annual Min
Leases - Schedule of Annual Minimum Lease Payments of Operating Lease Liabilities (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Leases [Abstract] | |
Remainder of 2020 | $ 1,659 |
2021 | 5,152 |
2022 | 5,054 |
2023 | 4,080 |
2024 | 2,668 |
After 2024 | 18,646 |
Total lease payments | 37,259 |
Less imputed interest | 13,148 |
Total recorded lease liabilities | $ 24,111 |
Leases - Schedule of Minimum Fi
Leases - Schedule of Minimum Fixed Lease Consideration Under Non-cancelable Operating Leases Excluding Variable Lease Consideration (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Leases [Abstract] | |
Remainder of 2020 | $ 1,965 |
2021 | $ 2,325 |
Asset Retirement Obligations -
Asset Retirement Obligations - Schedule of Information Related to Asset Retirement Obligations (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Asset Retirement Obligation Disclosure [Abstract] | |
Balance at December 31, 2019 | $ 5,623 |
Purchase price allocation adjustment | 44 |
Accretion expense | 566 |
Liabilities settled | (57) |
Balance at September 30, 2020 | $ 6,176 |
Acquisition - Additional Inform
Acquisition - Additional Information (Details) - USD ($) | Dec. 09, 2019 | Sep. 30, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||
Senior credit facility, net of debt discount | $ 2,279,000 | $ 2,437,000 | |
Increase in goodwill | 1,700,000 | ||
Goodwill | 13,100,000 | ||
Identifiable acquired assets | 10,700,000 | ||
Maximum | |||
Business Acquisition [Line Items] | |||
Increase in goodwill | 1,700,000 | ||
Senior Credit Facility | |||
Business Acquisition [Line Items] | |||
Business combination funded through additional borrowings | 70,972,000 | $ 72,527,000 | |
SG Broadcasting | Senior Credit Facility | |||
Business Acquisition [Line Items] | |||
Senior credit facility, net of debt discount | 2,300,000 | ||
FMG Valdosta, LLC and FMG Kentucky, LLC | SG Broadcasting | |||
Business Acquisition [Line Items] | |||
Business combination purchase price | $ 43,100,000 | 43,002,000 | |
Goodwill | $ 13,061,000 | ||
FMG Valdosta, LLC and FMG Kentucky, LLC | SG Broadcasting | Series A Convertible Preferred Stock | |||
Business Acquisition [Line Items] | |||
Business combination equity issued | 22,000,000 | ||
FMG Valdosta, LLC and FMG Kentucky, LLC | SG Broadcasting | Senior Credit Facility | |||
Business Acquisition [Line Items] | |||
Business combination funded through additional borrowings | 23,400,000 | ||
Senior credit facility, net of debt discount | 800,000 | ||
Net proceeds from senior credit facility | $ 22,600,000 |
Acquisition - Schedule of Preli
Acquisition - Schedule of Preliminary Purchase Price Allocation (Details) - USD ($) $ in Thousands | Dec. 09, 2019 | Sep. 30, 2020 |
Business Acquisition [Line Items] | ||
Goodwill | $ 13,100 | |
FMG Valdosta, LLC and FMG Kentucky, LLC | SG Broadcasting | ||
Business Acquisition [Line Items] | ||
Cash consideration | 43,108 | |
Due from Seller | (106) | |
Total Consideration | $ 43,100 | 43,002 |
Accounts receivable | 1,485 | |
Other current assets | 133 | |
Property, plant and equipment | 28,640 | |
Operating lease, right-of-use assets | 15,376 | |
Goodwill | 13,061 | |
Intangibles (Note 5) | 3,636 | |
Deferred tax asset | 1,032 | |
Other assets | 15 | |
Assets Acquired | 63,378 | |
Accounts payable | 73 | |
Accrued expenses and other current liabilities | 585 | |
Current portion of operating lease liabilities | 859 | |
Operating lease liabilities, less current portion | 12,320 | |
Asset retirement obligations (Note 11) | 5,634 | |
Deferred revenue | 753 | |
Other noncurrent liabilities | 152 | |
Liabilities Assumed | 20,376 | |
Net Assets Acquired | $ 43,002 |
Acquisition - Schedule of Pro F
Acquisition - Schedule of Pro Forma Financial Information (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Business Combinations [Abstract] | |
Net revenues | $ 45,831 |
Net income attributable to common shareholders | $ 2,567 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2020segment | |
Segment Reporting [Abstract] | |
Number of business segments | 2 |
Segment Information - Schedule
Segment Information - Schedule of Results of Operations of Business Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||||
NET REVENUES | $ 9,360 | $ 11,007 | $ 28,141 | $ 35,487 | |
Operating expenses excluding depreciation and amortization expense | 7,752 | 8,672 | 23,615 | 27,837 | |
Corporate expenses | 1,214 | 3,311 | |||
Depreciation and amortization | 896 | 280 | 3,086 | 931 | |
Loss on disposal of assets | 103 | 185 | |||
OPERATING INCOME (LOSS) | (605) | 2,055 | (2,056) | 6,719 | |
Total Assets | 148,148 | 148,148 | $ 167,166 | ||
All Other | |||||
Segment Reporting Information [Line Items] | |||||
Corporate expenses | 1,214 | 3,311 | |||
OPERATING INCOME (LOSS) | (1,214) | (3,311) | |||
Radio | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
NET REVENUES | 6,200 | 11,007 | 18,368 | 35,487 | |
Operating expenses excluding depreciation and amortization expense | 5,573 | 8,672 | 16,509 | 27,837 | |
Depreciation and amortization | 208 | 280 | 689 | 931 | |
OPERATING INCOME (LOSS) | 419 | $ 2,055 | 1,170 | $ 6,719 | |
Total Assets | 85,585 | 85,585 | 102,921 | ||
Outdoor Advertising | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
NET REVENUES | 3,160 | 9,773 | |||
Operating expenses excluding depreciation and amortization expense | 2,179 | 7,106 | |||
Depreciation and amortization | 688 | 2,397 | |||
Loss on disposal of assets | 103 | 185 | |||
OPERATING INCOME (LOSS) | 190 | 85 | |||
Total Assets | $ 62,563 | $ 62,563 | $ 64,245 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | Sep. 30, 2020USD ($) | Nov. 25, 2019USD ($) | Jun. 28, 2019USD ($)voteDirector | Sep. 30, 2020USD ($) | Sep. 30, 2020USD ($) | Aug. 28, 2020USD ($) | Mar. 27, 2020USD ($) | Feb. 28, 2020USD ($) | Dec. 13, 2019shares | Sep. 30, 2019 |
Related Party Transaction [Line Items] | ||||||||||
Transaction agreement date | Jun. 28, 2019 | |||||||||
Principal amount outstanding | $ 96,222,000 | $ 96,222,000 | $ 96,222,000 | |||||||
Senior credit facility amount | $ 0 | $ 0 | $ 0 | |||||||
Debt instrument interest percentage | 6.00% | 6.00% | 6.00% | |||||||
Debt instrument increasing interest rate of each successive anniversary | 1.00% | |||||||||
Employee Leasing Agreement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Unpaid expense | $ 200,000 | $ 200,000 | $ 200,000 | |||||||
Employee Leasing Agreement | Operating Expenses | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Operating expenses | 2,500,000 | 7,000,000 | ||||||||
SG Broadcasting | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Principal amount outstanding | 20,250,000 | 20,250,000 | $ 20,250,000 | |||||||
SG Broadcasting | Series A Convertible Preferred Stock | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Preferred stock issued | shares | 220,000 | |||||||||
Preferred share redeemable for cash at the option at any time | Jun. 12, 2025 | |||||||||
Convertible share conversion at the option at any time | May 25, 2020 | |||||||||
SG Broadcasting | Management Agreement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of board of directors | Director | 4 | |||||||||
SG Broadcasting | Promissory Note | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Face amount of debt | $ 6,300,000 | |||||||||
Additional loan for working capital | 300,000 | 300,000 | $ 300,000 | $ 8,700,000 | $ 3,000,000 | $ 2,000,000 | ||||
Principal amount outstanding | 20,000,000 | 20,000,000 | 20,000,000 | |||||||
Senior credit facility amount | $ 0 | $ 0 | $ 0 | $ 0 | ||||||
Debt instrument interest percentage | 6.00% | 6.00% | 6.00% | 6.00% | ||||||
Debt instrument increasing interest rate of each successive anniversary | 1.00% | 1.00% | ||||||||
SG Broadcasting | Promissory Note | Maximum | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Face amount of debt | $ 6,300,000 | $ 20,000,000 | $ 10,300,000 | |||||||
Transaction Agreement | SG Broadcasting | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of vote per share | vote | 10 | |||||||||
Emmis | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Principal amount outstanding | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 | |||||||
Emmis | Convertible Promissory Notes | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Face amount of debt | 5,000,000 | |||||||||
Emmis | SG Broadcasting | Convertible Promissory Note | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Face amount of debt | 5,000,000 | |||||||||
Senior credit facility amount | $ 0 | |||||||||
Debt instrument interest percentage | 6.00% | |||||||||
Debt instrument increasing interest rate of each successive anniversary | 1.00% | |||||||||
Emmis | Transaction Agreement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Purchase price for the assets of radio stations | $ 91,500,000 | |||||||||
Number of vote per share | vote | 1 | |||||||||
Emmis | Transaction Agreement | Convertible Promissory Note | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Notes payable | $ 5,000,000 | |||||||||
SG Broadcasting | Convertible Promissory Notes | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Face amount of debt | $ 6,300,000 | |||||||||
Emmis Operating Company | Management Agreement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of board of directors | Director | 3 | |||||||||
Annual fee | $ 1,250,000 | |||||||||
Emmis Operating Company | Management Agreement | Corporate Expenses | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Recorded fee expense | 300,000 | 900,000 | ||||||||
Emmis Operating Company | Management Agreement | Accounts Payable and Accrued Expenses | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Unpaid expense | $ 100,000 | $ 100,000 | $ 100,000 | |||||||
Emmis Operating Company | Employee Leasing Agreement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Employee lease agreement, terms | The initial term of the Employee Leasing Agreement ends December 31, 2020. In accordance with the Employee Leasing Agreement, as of January 1, 2021, we will hire all of the leased employees and assume employment and collective bargaining agreements related to those employees. | |||||||||
MediaCo | Emmis | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Equity ownership interest | 100.00% | |||||||||
MediaCo | Emmis | Transaction Agreement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Equity ownership interest | 23.72% | |||||||||
MediaCo | SG Broadcasting | Transaction Agreement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Equity ownership interest | 76.28% |
Loan Proceeds Participation A_2
Loan Proceeds Participation Agreement - Additional Information (Details) - USD ($) $ in Millions | Apr. 22, 2020 | Sep. 30, 2020 |
Emmis | ||
Loan Proceeds Participation Agreement [Line Items] | ||
Leased employee expense waived | $ 1.5 | |
Employee Leasing Agreement | ||
Loan Proceeds Participation Agreement [Line Items] | ||
Agreed percentage to promptly pay amount equal to PPP loan | 31.56% | |
Maximum | Employee Leasing Agreement | ||
Loan Proceeds Participation Agreement [Line Items] | ||
Agreed amount to waive reimburse obligations | $ 1.5 |