Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 18, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
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, $0.01 par value | |
Security Exchange Name | NASDAQ | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,437,550 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,413,197 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
NET REVENUES | $ 9,743 | $ 11,785 |
OPERATING EXPENSES: | ||
Operating expenses excluding depreciation and amortization expense | 7,761 | 9,457 |
Corporate expenses | 1,641 | 1,165 |
Depreciation and amortization | 981 | 1,027 |
Gain on disposal of assets | (6) | |
Total operating expenses | 10,377 | 11,649 |
OPERATING INCOME (LOSS) | (634) | 136 |
OTHER EXPENSE: | ||
Interest expense | (2,538) | (2,238) |
LOSS BEFORE INCOME TAXES | (3,172) | (2,102) |
(BENEFIT) PROVISION FOR INCOME TAXES | 81 | (617) |
CONSOLIDATED NET LOSS | (3,253) | (1,485) |
PREFERRED STOCK DIVIDENDS | 634 | 529 |
NET LOSS | $ (3,887) | $ (2,014) |
Basic and diluted loss per share attributable to common shareholders | $ (0.55) | $ (0.28) |
Basic and diluted weighted average number of common shares outstanding | 7,115 | 7,084 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 4,490 | $ 4,171 |
Accounts receivable, net | 7,264 | 8,508 |
Prepaid expenses | 1,648 | 1,247 |
Other current assets | 1,059 | 1,274 |
Total current assets | 14,461 | 15,200 |
PROPERTY AND EQUIPMENT, NET | 27,086 | 27,650 |
INTANGIBLE ASSETS, NET | 78,903 | 79,217 |
OTHER ASSETS: | ||
Operating lease right of use assets | 23,178 | 23,953 |
Deposits and other | 290 | 331 |
Total other assets | 23,468 | 24,284 |
Total assets | 143,918 | 146,351 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 2,207 | 2,557 |
Current maturities of long-term debt | 2,754 | 1,836 |
Accrued salaries and commissions | 647 | 709 |
Deferred revenue | 1,750 | 1,535 |
Operating lease liabilities | 3,503 | 3,573 |
Other current liabilities | 1,740 | 549 |
Total current liabilities | 12,601 | 10,759 |
LONG TERM DEBT, NET OF CURRENT | 93,147 | 93,918 |
OPERATING LEASE LIABILITIES, NET OF CURRENT | 19,305 | 20,176 |
ASSET RETIREMENT OBLIGATIONS | 6,481 | 6,316 |
DEFERRED INCOME TAXES | 1,792 | 1,711 |
OTHER NONCURRENT LIABILITIES | 125 | 221 |
Total liabilities | 133,451 | 133,101 |
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 | 24,892 | 24,258 |
DEFICIT: | ||
Additional paid-in capital | 21,236 | 20,772 |
Accumulated deficit | (35,739) | (31,852) |
Total deficit | (14,425) | (11,008) |
Total liabilities and deficit | 143,918 | 146,351 |
Class A Common Stock | ||
DEFICIT: | ||
Common Stock | 24 | 18 |
Class B Common Stock | ||
DEFICIT: | ||
Common Stock | $ 54 | $ 54 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
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 | 2,437,550 | 1,785,880 |
Common stock, shares outstanding | 2,437,550 | 1,785,880 |
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 | 5,413,197 |
Common stock, shares outstanding | 5,413,197 | 5,413,197 |
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 STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Common StockClass A Common Stock | Common StockClass B Common Stock | APIC | Accumulated Deficit |
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 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, 2020 | (11,008) | $ 18 | $ 54 | 20,772 | (31,852) |
Beginning balance (in shares) at Dec. 31, 2020 | 5,413,197 | ||||
Net loss | (3,253) | (3,253) | |||
Issuance of class A to employees, officers and directors | 470 | $ 6 | 464 | ||
Issuance of class A to employees, officers and directors, shares | 651,670 | ||||
Preferred stock dividends | (634) | (634) | |||
Ending balance at Mar. 31, 2021 | $ (14,425) | $ 24 | $ 54 | $ 21,236 | $ (35,739) |
Ending balance (in shares) at Mar. 31, 2021 | 2,437,550 | 5,413,197 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (3,253) | $ (1,485) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities - | ||
Depreciation and amortization | 981 | 1,027 |
Amortization of debt discount | 146 | 140 |
Noncash lease expense | 775 | 631 |
Provision for bad debts | 61 | 373 |
Accretion of asset retirement obligation | 165 | 182 |
(Benefit) provision for deferred income taxes | 81 | (617) |
Noncash compensation | 634 | |
Loss (gain) on sale of property and equipment | (6) | 78 |
Changes in assets and liabilities - | ||
Accounts receivable | 1,183 | 335 |
Prepaid expenses and other current assets | (186) | 909 |
Other assets | 39 | (44) |
Accounts payable and accrued liabilities | (412) | (2,783) |
Deferred revenue | 215 | (182) |
Other liabilities | 155 | (127) |
Net cash provided by (used in) operating activities | 578 | (1,563) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (206) | (197) |
Proceeds from the sale of property and equipment | 111 | |
Net cash used in investing activities | (95) | (197) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments of long-term debt | (918) | |
Proceeds from long-term debt | 5,181 | |
Payments for debt-related costs | (181) | |
Settlement of tax withholding obligations | (164) | |
Net cash provided by (used in) financing activities | (164) | 4,082 |
INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 319 | 2,322 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH: | ||
Beginning of period | 4,171 | 2,083 |
End of period | 4,490 | 4,405 |
SUPPLEMENTAL DISCLOSURES: | ||
Cash paid for interest | $ 1,157 | $ 1,148 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 1. Summary of Significant Accounting Policies Organization MediaCo Holding Inc. (“MediaCo” or the “Company”) is an Indiana corporation formed in 2019, focused on radio and outdoor advertising. Our assets consist of two radio stations, WQHT-FM and WBLS-FM, which serve the New York City metropolitan area, as well as approximately 3,500 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. Unless the context otherwise requires, references to “we”, “us” and “our” refer to MediaCo and its subsidiaries. Basis of presentation Our condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). All significant intercompany balances and transactions have been eliminated. In the opinion of management, all adjustments necessary for fair presentation (including normal recurring adjustments) have been included. Cash 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 3, Intangible Assets, and are adjusted to fair value only when the carrying values are more than the fair values. The categorization of the framework used to price the assets is considered a Level 3 measurement due to the subjective nature of the unobservable inputs used to determine the fair value (see Note 3 for more discussion). The Company’s long-term debt is not actively traded and is considered a Level 3 measurement. The Company believes the current carrying value of its long-term debt approximates its fair value. 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 as a variant strain, 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 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 7, during the year ended December 31, 2020, as a result of a sharp deterioration of business activity related to the COVID-19 pandemic, the Company determined that it was more likely than not that it would be unable to realize its deferred tax assets and recorded a $18.8 million valuation allowance against these assets through an increase to our provision for income taxes. 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 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-month period ended March 31, 2020, as the preferred stock only became convertible to common stock on May 25, 2020. 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 March 31, 2020 2021 Net loss $ (1,485 ) $ (3,253 ) Preferred dividends 529 634 Net loss attributable to common shareholders $ (2,014 ) $ (3,887 ) Basic and diluted weighted average Class A shares outstanding 1,680 1,702 Net loss per share attributable to Class A shareholders $ (0.28 ) $ (0.55 ) Basic and diluted weighted average Class B shares outstanding 5,404 5,413 Net loss per share attributable to Class B shareholders $ (0.28 ) $ (0.55 ) 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-month period ended March 31, 2020 as neither the convertible promissory notes issued to Emmis and SG Broadcasting described in Note 5, nor the Series A convertible preferred stock, were convertible until May 25, 2020. The Company did not issue any restricted stock awards until the three months ended September 30, 2020. For the Three Months Ended March 31, 2020 2021 Convertible Emmis promissory note $ — $ 2,126 Convertible Standard General promissory notes — 8,219 Series A convertible preferred stock — 9,560 Restricted stock awards — 174 Total $ — $ 20,079 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 | 3 Months Ended |
Mar. 31, 2021 | |
Compensation Related Costs [Abstract] | |
Share Based Payments | Note 2. Share Based Payments The amounts recorded as share based compensation expense consist of restricted stock awards issued to employees and directors. 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 March 31, 2021, and restricted stock activity during the three months ended March 31, 2021 (“Price” reflects the weighted average share price at the date of grant): Awards Price Grants outstanding, beginning of period 102,617 $ 5.41 Granted 718,816 3.34 Vested 141,412 3.17 Grants outstanding, end of period 680,021 3.69 Recognized Non-Cash Compensation Expense The following table summarizes stock-based compensation expense recognized by the Company during the three months ended March 31, 2020 and 2021. The Company did not recognize any tax benefits related to stock-based compensation during the periods presented below. For the Three Months Ended March 31, 2020 2021 Operating expenses, excluding depreciation and amortization $ — $ 259 Corporate expenses — 375 Share-based compensation expense $ — $ 634 As of March 31, 2021, there was $2.2 million of unrecognized compensation cost, net of estimated forfeitures, related to nonvested share-based compensation arrangements. The cost is expected to be recognized over a weighted average period of approximately 1.4 years. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 3. Intangible Assets As of December 31, 2020 and March 31, 2021, intangible assets consisted of the following: As of December 31, 2020 As of March 31, 2021 Indefinite-lived intangible assets FCC Licenses $ 63,266 $ 63,266 Trade Name 733 733 Goodwill 13,102 13,102 Definite-lived intangible assets Programming contract 220 147 Customer list 1,896 1,655 Total $ 79,217 $ 78,903 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, 2020 and March 31, 2021. Pursuant to our accounting policy, stations in a geographic market cluster are considered a single unit of accounting. The stations perform an annual impairment test of indefinite-lived intangibles as of October 1 of each year. When indicators of impairment are present, we will perform an interim impairment test. There have been no indicators of impairment since we performed our annual impairment assessment as of October 1, 2020 and therefore there has been no need to perform an interim impairment asset. 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. Valuation of Goodwill ASC Topic 350-20-35 requires the Company to test goodwill for impairment at least annually. Under ASC 350 we have the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value as a basis for determining whether it is necessary to perform an annual quantitative goodwill impairment test. While the COVID-19 pandemic has negatively affected our outdoor operations, as of March 31, 2021, 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 purchase of our outdoor advertising segment, 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 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 assess the trade name annually for impairment as of 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 March 31, 2021, and the gross carrying amount and accumulated amortization for our definite-lived intangible assets at December 31, 2020, and March 31, 2021: As of December 31, 2020 As of March 31, 2021 (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 $ 1,934 $ 220 $ 2,154 $ 2,007 $ 147 0.5 Customer list 2,906 1,010 1,896 2,906 1,251 1,655 1.7 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 three-month periods ended March 31, 2020 and 2021 was $0.4 million and $0.3 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 2021 $ 874 2022 928 |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | Note 4. 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 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 3,500 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. Other revenue also includes the management fee received from Billboards LLC (See Note 11.) Disaggregation of revenue The following table presents the Company's revenues disaggregated by revenue source: For the Three Months Ended March 31, 2020 % of Total 2021 % of Total Revenue by Source: Radio Advertising $ 6,380 54.1 % $ 4,955 50.9 % Outdoor Advertising (1) 3,267 27.7 % 2,972 30.5 % Nontraditional 168 1.4 % 137 1.4 % Digital 674 5.7 % 485 5.0 % Other 1,296 11.1 % 1,194 12.2 % Total net revenues $ 11,785 $ 9,743 (1) Leases |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Note 5. Long Term Debt Long-term debt was comprised of the following at December 31, 2020, and March 31, 2021: December 31, 2020 March 31, 2021 Senior credit facility $ 70,972 $ 70,972 Notes payable to Emmis 5,535 5,535 Notes payable to SG Broadcasting 21,400 21,400 Less: Current maturities (1,836 ) (2,754 ) Less: Unamortized original issue discount (2,153 ) (2,006 ) Total long-term debt, net of current portion and debt discount $ 93,918 $ 93,147 Senior secured term loan agreement The Company has a five-year senior secured term loan agreement (the “Senior Credit Facility”) with GACP Finance Co., LLC, (“GACP”) a Delaware limited liability company, as administrative agent and collateral agent. 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, and in Note 12, Subsequent Event, 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. At its inception, the Senior Credit Facility included covenants pertaining to, among other things, the ability to incur indebtedness, restrictions on the payment of dividends, minimum liquidity requirements, collateral maintenance, minimum Consolidated Fixed Charge Coverage Ratio of 1.10:1.00, and other customary restrictions. As of March 31, 2021, a number of amendments had been entered into by the Company and GACP to modify, among other things, certain provisions relating to the repayment of the Term Loan (as defined in the Senior Credit Facility) such that no quarterly payments are required beginning with the fiscal quarter ending September 30, 2020 through and including the fiscal quarter ending June 30, 2021 and the testing of the Consolidated Fixed Charge Coverage Ratio (as defined in the Senior Credit Facility) is suspended through and including June 30, 2021. The Senior Credit Facility currently requires us to maintain Minimum Liquidity (as defined in the Senior Credit Facility) of $2.5 million until November 25, 2021, and $3.0 million for the period thereafter. In addition, the Senior Credit Facility includes a loan to value calculation, whereby 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). There is $71.0 million outstanding and the Senior Credit Facility is carried net of a total unamortized discount of $2.0 million at March 31, 2021. See Note 12, Subsequent Event, for a discussion of Amendment No. 4 to the Senior Credit Facility, executed on May 19, 2021. Emmis Convertible Promissory Note The Emmis Convertible 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%, plus an additional 1.0% on any payment of interest in kind and, without regard to whether the Company pays such interest in kind, an additional increase of 1.0% following the second anniversary of the date of issuance and additional increases of 1.0% following each successive anniversary thereafter. Because the Senior Credit Facility prohibits the Company from paying interest in cash on the Emmis Convertible Promissory Note, the Company has been accruing interest since inception using the rate applicable if the interest will be paid in kind. The Emmis Convertible Promissory Note is convertible, in whole or in part, into MediaCo Class A common stock at the option of Emmis and at a strike price equal to the thirty day volume weighted average price of the MediaCo Class A common stock on the date of conversion. The Emmis Convertible Promissory Note matures on November 25, 2024. As of March 31, 2021, the principal balance outstanding under the Emmis Convertible Promissory Note is $5.5 million. Second Amended and Restated SG Broadcasting Promissory Note and Additional SG Broadcasting Promissory Note The Second Amended and Restated SG Broadcasting Promissory Note 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, 2025. 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. As of March 31, 2021, there was a total of $21.4 million outstanding under the Second Amended and Restated SG Broadcasting Promissory Note and the Additional SG Broadcasting Promissory Note. See Note 12, Subsequent Event, for discussion of an additional contribution from Standard General in the form of subordinated debt subsequent to March 31, 2021, on May 19, 2021. Based on amounts outstanding at March 31, 2021, 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 2021 $ 2,754 $ — $ — $ 2,754 2022 3,672 — — 3,672 2023 3,672 — — 3,672 2024 60,874 5,535 — 66,409 2025 — — 21,400 21,400 Total $ 70,972 $ 5,535 $ 21,400 $ 97,907 |
Regulatory, Legal and Other Mat
Regulatory, Legal and Other Matters | 3 Months Ended |
Mar. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Regulatory, Legal and Other Matters | Note 6. Regulatory, Legal and Other Matters From time to time, our stations are parties to various legal proceedings arising in the ordinary course of business. In the opinion of management of the Company, however, there are no legal proceedings pending against the Company that we believe are likely to have a material adverse effect on the Company. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 7. Income Taxes The effective tax rate for the three months ended March 31, 2020 and 2021 was (29)%, and 3% respectively. During the year ended December 31, 2020, as a result of a sharp deterioration of business activity related to the COVID-19 pandemic, the Company determined that it was more likely than not that it would be unable to realize its deferred tax assets and recorded a $18.8 million valuation allowance against these assets through an increase to our provision for income taxes. Our effective tax rate for the three months ended March 31, 2021 differs from the statutory tax rate due to the recognition of additional valuation allowance. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases | Note 8. Leases We determine if an arrangement is a lease at inception. We have operating leases for office space, sites upon which advertising structures are built, 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. Our outdoor advertising segment treats evergreen leases as though they will be automatically renewed at the end of each term. 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 three months ended March 31, 2021 was not material. We elected not to apply the recognition requirements of Accounting Standards Codification 842, “ Leases” condensed consolidated The impact of operating leases to our condensed consolidated financial statements was as follows: Three Months Ended March 31, Three Months Ended March 31, 2020 2021 Lease Cost Operating lease cost $ 1,248 $ 1,247 Other Information Operating cash flows from operating leases 1,490 1,290 Right-of-use assets obtained in exchange for new operating lease liabilities — — Weighted average remaining lease term - operating leases (in years) 9.1 8.6 Weighted average discount rate - operating leases 10.5 % 9.1 % As of March 31, 2021, the annual minimum lease payments of our operating lease liabilities were as follows: Year ending December 31, Remainder of 2021 $ 4,019 2022 5,254 2023 4,270 2024 2,855 2025 2,847 After 2025 15,915 Total lease payments 35,160 Less imputed interest 12,352 Total recorded lease liabilities $ 22,808 Our outdoor advertising business generates lessor revenue derived from operating leases accounted for under ASC 842, “Leases.” Year ending December 31, Remainder of 2021 $ 6,097 2022 1,231 2023 — 2024 — 2025 — After 2025 — |
Asset Retirement Obligations
Asset Retirement Obligations | 3 Months Ended |
Mar. 31, 2021 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations | Note 9. 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, 2020 $ 6,316 Accretion expense 165 Balance at March 31, 2021 $ 6,481 |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | Note 10. 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 year ended December 31, 2020, and in Note 1 to these condensed consolidated financial statements, are applied consistently across segments. Three Months Ended March 31, 2021 Radio Outdoor Advertising All Other Consolidated Net revenues $ 6,502 $ 3,241 $ — $ 9,743 Operating expenses excluding depreciation and amortization expense 5,291 2,470 — 7,761 Corporate expenses — — 1,641 1,641 Depreciation and amortization 191 790 — 981 Loss on disposal of assets — (6 ) — (6 ) Operating income (loss) $ 1,020 $ (13 ) $ (1,641 ) $ (634 ) Three Months Ended March 31, 2020 Radio Outdoor Advertising All Other Consolidated Net revenues $ 8,339 $ 3,446 $ — $ 11,785 Operating expenses excluding depreciation and amortization expense 6,931 2,526 — 9,457 Corporate expenses — — 1,165 1,165 Depreciation and amortization 249 778 — 1,027 Operating income (loss) $ 1,159 $ 142 $ (1,165 ) $ 136 Total Assets Radio Outdoor Advertising Consolidated As of December 31, 2020 $ 84,219 $ 62,132 $ 146,351 As of March 31, 2021 81,812 62,106 143,918 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 11. Related Party Transactions 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 months ended March 31, 2020 and 2021, MediaCo recorded $ 0.3 $0.1 million was unpaid as of March 31, 2021 and December 31, 2020 and is included in accounts payable and accrued expenses in the accompanying condensed consolidated balance sheets. Emmis has informed us that it does not intend to extend the Management Agreement beyond the initial term which expires in November 2021, but has not yet given formal notice to that effect. Under the Employee Leasing Agreement, the employees of the Stations remained employees of Emmis and we reimbursed Emmis for the cost of these employees, including health and benefit costs. Expense related to the Employee Leasing Agreement, which is included in operating expenses, was $3.1 million for the three months ended March 31, 2020. No amount of expense related to the Employee Leasing Agreement remained unpaid as of December 31, 2020. Effective January 1, 2021, the Employee Leasing Agreement was terminated, and the Company hired all of the leased employees and assumed the employment and collective bargaining agreements related to leased employees. The Employee Leasing Agreement was terminated at the expiration of the initial term, so no early termination penalties were incurred. Convertible Promissory Notes As a result of the transaction described above, 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, bringing the total principal amount outstanding to $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. On November 25, 2020, annual interest of $0.5 million and $1.1 million was paid in kind and added to the principal balances of the Emmis Convertible Promissory Note and the SG Broadcasting Promissory Note, respectively. Consequently, the principal amount outstanding under the Emmis Convertible Promissory Note and the two SG Broadcasting Promissory Notes as of March 31, 2021 was $5.5 million and $21.4 million, respectively. The Company recognized interest expense of $0.1 million related to the Emmis Convertible Promissory Note for the three months ended March 31, 2020 and March 31, 2021. The Company recognized interest expense of $0.2 million and $0.5 million related to the SG Promissory Notes for the three months ended March 31, 2020 and March 31, 2021, respectively. The terms of these notes are described in Note 5. See Note 12, Subsequent Event, for discussion of an additional contribution from Standard General in the form of subordinated debt subsequent to March 31, 2021, on May 19, 2021. Convertible Preferred Stock On December 13, 2019, in connection with the purchase of our outdoor advertising segment, the Company issued to SG Broadcasting 220,000 shares of MediaCo Series A Convertible Preferred Stock. MediaCo Series A Preferred Shares rank senior in preference to the MediaCo Class A common stock, MediaCo Class B common stock, and the MediaCo Class C common stock. Pursuant to the Articles of Amendment, the ability of the Company to make distributions with respect to, or make a liquidation payment on, any other class of capital stock in the Company designated to be junior to, or on parity with, the MediaCo Series A Preferred Shares, will be subject to certain restrictions, including that (i) the MediaCo Series A Preferred Shares shall be entitled to receive the amount of dividends per share that would be payable on the number of whole common shares of the Company into which each share of MediaCo Series A Preferred Share could be converted, and (ii) the MediaCo Series A Preferred Shares, upon any liquidation, dissolution or winding up of the Company, shall be entitled to a preference on the assets of the Company. Issued and outstanding shares of MediaCo Series A Preferred Shares shall accrue cumulative dividends, payable in kind, at an annual rate equal to the interest rate on any senior debt of the Company (see Note 5), or if no senior debt is outstanding, 6%, plus additional increases of 1% on December 12, 2020 and each anniversary thereof. The current rate in effect at March 31, 2021 is 10.5%. 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. On December 13, 2020, $2.1 million of dividends were paid in kind. The payment in kind increased the accrued value of the preferred stock and no additional shares were issued as part of this payment. Dividends on Series A Convertible Preferred Stock held by SG Broadcasting were $0.5 million and $0.6 million for the three months ended March 31, 2020 and 2021, respectively. As of December 31, 2020, and March 31, 2021, unpaid cumulative dividends were $0.1 million and $0.8 million, and included in the balance of preferred stock in the accompanying condensed consolidated balance sheets. 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. Management Agreement for Billboards LLC On August 11, 2020, the board of directors of the Company unanimously authorized the entry into a certain Management Agreement (the “Billboard Agreement”) between Fairway Outdoor LLC (a subsidiary of the Company, “Fairway”) and Billboards LLC (an affiliate of Standard General, “Billboards”). Under the Billboard Agreement, Fairway will manage the billboard business of Billboards in exchange for payments of $25 thousand per quarter and reimbursement of all out-of-pocket expenses incurred by Fairway in the performance of its duties under the Billboard Agreement. The Billboard Agreement has an effective date of August 1, 2020, has a term of three years, and has customary provisions on limitation of liability and indemnification. $25 thousand of income was recognized in the three months ended March 31, 2021 in relation to the Billboard Agreement, all of which was outstanding as of March 31, 2021. Additionally, Fairway incurred $49 thousand of out-of-pocket expenses for the period, none of which has been reimbursed as of March 31, 2021. |
Subsequent Event
Subsequent Event | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Event | Note 12. Subsequent Event On May 19, 2021, the Company entered into Amendment No. 4 to its Senior Credit Facility. Under the terms of Amendment No. 4: • SG Broadcasting agreed to contribute up to $7.0 million to the Company in the form of subordinated debt, with $3.0 million contributed at closing, $1.0 million to be contributed by June 1, 2021, and up to an additional $3.0 million to be contributed through June 30, 2022, if necessary, to satisfy certain conditions described in Amendment No. 4; • the Company made a principal payment of $3.0 million to reduce borrowings outstanding under the Senior Credit Facility; • no quarterly scheduled principal payments are required through and including the quarter ending March 31, 2022; • the Minimum Consolidated Fixed Charge Coverage Ratio (as defined in the Senior Credit Facility) was reduced to 1.00:1.00 from April 1, 2020 through and including December 31, 2022, with it increasing to 1.10:1.00 on and after January 1, 2023; • for purposes of calculating compliance with the Minimum Consolidated Fixed Charge Coverage Ratio, Consolidated EBITDA (as defined in the Senior Credit Facility) includes certain amounts contributed by SG Broadcasting in the form of subordinated debt or equity, including those described above; • for purposes of calculating the Company’s borrowing base under the Senior Credit Facility, the multiple applied to Billboard Cash Flow (as defined in the Senior Credit Facility) increased from 3.5 to 5.0 and the advance rate applied to the radio stations’ FCC licenses increased from 60% to 70%; • at any time the multiple applied to Billboard Cash Flow exceeds 3.5 or the advance rate applied to the radio stations’ FCC licenses exceeds 60%, an incremental annual interest rate of 1% applies and is paid in kind monthly; • certain specified events of default were waived; and • an amendment fee of $0.4 million was paid in cash. Also on May 19, 2021, the Company issued to SG Broadcasting a subordinated convertible promissory note (the “May 2021 SG Broadcasting Promissory Note”), in return for which SG Broadcasting contributed $3.0 million to the Company to make the prepayment of Senior Credit Facility debt required under Amendment No. 4. Up to $7.0 million may be borrowed pursuant to the May 2021 SG Broadcasting Promissory Note. The May 2021 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% on November 25, 2021 and additional annual increases of 1.0% following each successive anniversary thereafter. The May 2021 SG Broadcasting Promissory Note matures on May 25, 2025 and interest is payable in kind through maturity. Subject to prior shareholder approval of the issuance of the shares, the May 2021 SG Broadcasting Promissory Note 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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Organization | Organization MediaCo Holding Inc. (“MediaCo” or the “Company”) is an Indiana corporation formed in 2019, focused on radio and outdoor advertising. Our assets consist of two radio stations, WQHT-FM and WBLS-FM, which serve the New York City metropolitan area, as well as approximately 3,500 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. Unless the context otherwise requires, references to “we”, “us” and “our” refer to MediaCo and its subsidiaries. |
Basis of Presentation | Basis of presentation Our condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). All significant intercompany balances and transactions have been eliminated. In the opinion of management, all adjustments necessary for fair presentation (including normal recurring adjustments) have been included. |
Cash 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 3, Intangible Assets, and are adjusted to fair value only when the carrying values are more than the fair values. The categorization of the framework used to price the assets is considered a Level 3 measurement due to the subjective nature of the unobservable inputs used to determine the fair value (see Note 3 for more discussion). The Company’s long-term debt is not actively traded and is considered a Level 3 measurement. The Company believes the current carrying value of its long-term debt approximates its fair value. |
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 as a variant strain, 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 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 7, during the year ended December 31, 2020, as a result of a sharp deterioration of business activity related to the COVID-19 pandemic, the Company determined that it was more likely than not that it would be unable to realize its deferred tax assets and recorded a $18.8 million valuation allowance against these assets through an increase to our provision for income taxes. 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 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-month period ended March 31, 2020, as the preferred stock only became convertible to common stock on May 25, 2020. 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 March 31, 2020 2021 Net loss $ (1,485 ) $ (3,253 ) Preferred dividends 529 634 Net loss attributable to common shareholders $ (2,014 ) $ (3,887 ) Basic and diluted weighted average Class A shares outstanding 1,680 1,702 Net loss per share attributable to Class A shareholders $ (0.28 ) $ (0.55 ) Basic and diluted weighted average Class B shares outstanding 5,404 5,413 Net loss per share attributable to Class B shareholders $ (0.28 ) $ (0.55 ) 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-month period ended March 31, 2020 as neither the convertible promissory notes issued to Emmis and SG Broadcasting described in Note 5, nor the Series A convertible preferred stock, were convertible until May 25, 2020. The Company did not issue any restricted stock awards until the three months ended September 30, 2020. For the Three Months Ended March 31, 2020 2021 Convertible Emmis promissory note $ — $ 2,126 Convertible Standard General promissory notes — 8,219 Series A convertible preferred stock — 9,560 Restricted stock awards — 174 Total $ — $ 20,079 |
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) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
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 March 31, 2020 2021 Net loss $ (1,485 ) $ (3,253 ) Preferred dividends 529 634 Net loss attributable to common shareholders $ (2,014 ) $ (3,887 ) Basic and diluted weighted average Class A shares outstanding 1,680 1,702 Net loss per share attributable to Class A shareholders $ (0.28 ) $ (0.55 ) Basic and diluted weighted average Class B shares outstanding 5,404 5,413 Net loss per share attributable to Class B shareholders $ (0.28 ) $ (0.55 ) |
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 March 31, 2020 2021 Convertible Emmis promissory note $ — $ 2,126 Convertible Standard General promissory notes — 8,219 Series A convertible preferred stock — 9,560 Restricted stock awards — 174 Total $ — $ 20,079 |
Share Based Payments (Tables)
Share Based Payments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2021, and restricted stock activity during the three months ended March 31, 2021 (“Price” reflects the weighted average share price at the date of grant): Awards Price Grants outstanding, beginning of period 102,617 $ 5.41 Granted 718,816 3.34 Vested 141,412 3.17 Grants outstanding, end of period 680,021 3.69 |
Schedule of Stock-Based Compensation Expense Recognized | The following table summarizes stock-based compensation expense recognized by the Company during the three months ended March 31, 2020 and 2021. The Company did not recognize any tax benefits related to stock-based compensation during the periods presented below. For the Three Months Ended March 31, 2020 2021 Operating expenses, excluding depreciation and amortization $ — $ 259 Corporate expenses — 375 Share-based compensation expense $ — $ 634 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | As of December 31, 2020 and March 31, 2021, intangible assets consisted of the following: As of December 31, 2020 As of March 31, 2021 Indefinite-lived intangible assets FCC Licenses $ 63,266 $ 63,266 Trade Name 733 733 Goodwill 13,102 13,102 Definite-lived intangible assets Programming contract 220 147 Customer list 1,896 1,655 Total $ 79,217 $ 78,903 |
Schedule of Definite-Lived Intangible Assets | The following table presents the weighted-average useful life at March 31, 2021, and the gross carrying amount and accumulated amortization for our definite-lived intangible assets at December 31, 2020, and March 31, 2021: As of December 31, 2020 As of March 31, 2021 (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 $ 1,934 $ 220 $ 2,154 $ 2,007 $ 147 0.5 Customer list 2,906 1,010 1,896 2,906 1,251 1,655 1.7 |
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 2021 $ 874 2022 928 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2020 % of Total 2021 % of Total Revenue by Source: Radio Advertising $ 6,380 54.1 % $ 4,955 50.9 % Outdoor Advertising (1) 3,267 27.7 % 2,972 30.5 % Nontraditional 168 1.4 % 137 1.4 % Digital 674 5.7 % 485 5.0 % Other 1,296 11.1 % 1,194 12.2 % Total net revenues $ 11,785 $ 9,743 (1) Leases |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Long-term debt was comprised of the following at December 31, 2020, and March 31, 2021: December 31, 2020 March 31, 2021 Senior credit facility $ 70,972 $ 70,972 Notes payable to Emmis 5,535 5,535 Notes payable to SG Broadcasting 21,400 21,400 Less: Current maturities (1,836 ) (2,754 ) Less: Unamortized original issue discount (2,153 ) (2,006 ) Total long-term debt, net of current portion and debt discount $ 93,918 $ 93,147 |
Schedule of Mandatory Principal Payments of Long-Term Debt | Based on amounts outstanding at March 31, 2021, 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 2021 $ 2,754 $ — $ — $ 2,754 2022 3,672 — — 3,672 2023 3,672 — — 3,672 2024 60,874 5,535 — 66,409 2025 — — 21,400 21,400 Total $ 70,972 $ 5,535 $ 21,400 $ 97,907 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Schedule of Impact of Operating Leases to Condensed Consolidated Financial Statements | The impact of operating leases to our condensed consolidated financial statements was as follows: Three Months Ended March 31, Three Months Ended March 31, 2020 2021 Lease Cost Operating lease cost $ 1,248 $ 1,247 Other Information Operating cash flows from operating leases 1,490 1,290 Right-of-use assets obtained in exchange for new operating lease liabilities — — Weighted average remaining lease term - operating leases (in years) 9.1 8.6 Weighted average discount rate - operating leases 10.5 % 9.1 % |
Schedule of Annual Minimum Lease Payments of Operating Lease Liabilities | As of March 31, 2021, the annual minimum lease payments of our operating lease liabilities were as follows: Year ending December 31, Remainder of 2021 $ 4,019 2022 5,254 2023 4,270 2024 2,855 2025 2,847 After 2025 15,915 Total lease payments 35,160 Less imputed interest 12,352 Total recorded lease liabilities $ 22,808 |
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 2021 $ 6,097 2022 1,231 2023 — 2024 — 2025 — After 2025 — |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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, 2020 $ 6,316 Accretion expense 165 Balance at March 31, 2021 $ 6,481 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Results of Operations of Business Segments | Three Months Ended March 31, 2021 Radio Outdoor Advertising All Other Consolidated Net revenues $ 6,502 $ 3,241 $ — $ 9,743 Operating expenses excluding depreciation and amortization expense 5,291 2,470 — 7,761 Corporate expenses — — 1,641 1,641 Depreciation and amortization 191 790 — 981 Loss on disposal of assets — (6 ) — (6 ) Operating income (loss) $ 1,020 $ (13 ) $ (1,641 ) $ (634 ) Three Months Ended March 31, 2020 Radio Outdoor Advertising All Other Consolidated Net revenues $ 8,339 $ 3,446 $ — $ 11,785 Operating expenses excluding depreciation and amortization expense 6,931 2,526 — 9,457 Corporate expenses — — 1,165 1,165 Depreciation and amortization 249 778 — 1,027 Operating income (loss) $ 1,159 $ 142 $ (1,165 ) $ 136 Total Assets Radio Outdoor Advertising Consolidated As of December 31, 2020 $ 84,219 $ 62,132 $ 146,351 As of March 31, 2021 81,812 62,106 143,918 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | Mar. 31, 2021USD ($)RadioStationStructure | Dec. 31, 2020USD ($) |
Significant Accounting Policies [Line Items] | ||
Number of radio stations | RadioStation | 2 | |
Number of advertising structures | Structure | 3,500 | |
Deferred tax assets valuation allowance | $ 18,800,000 | |
COVID-19 | ||
Significant Accounting Policies [Line Items] | ||
Deferred tax assets valuation allowance | $ 18,800,000 | |
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 - Reconciliation of Basic and Diluted Net Loss per Share Attributable to Common Shareholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Schedule Of Basic And Diluted Net Income Loss Per Share [Line Items] | ||
Net loss | $ (3,253) | $ (1,485) |
Preferred dividends | 634 | 529 |
Net loss attributable to common shareholders | $ (3,887) | $ (2,014) |
Basic and diluted weighted average common shares outstanding | 7,115 | 7,084 |
Basic and diluted loss per share attributable to common shareholders | $ (0.55) | $ (0.28) |
Net income (loss) per share attributable to common shareholders | $ (0.55) | $ (0.28) |
Class A Common Stock | ||
Schedule Of Basic And Diluted Net Income Loss Per Share [Line Items] | ||
Basic and diluted weighted average common shares outstanding | 1,702,000 | 1,680,000 |
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 | 5,404,000 |
Basic and diluted loss per share attributable to common shareholders | $ (0.55) | $ (0.28) |
Net income (loss) per share attributable to common shareholders | $ (0.55) | $ (0.28) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Convertible Equity Shares Excluded from Calculation of Diluted Net Loss per Share (Details) shares in Thousands | 3 Months Ended |
Mar. 31, 2021shares | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |
Shares excluded from calculation of diluted net loss per share | 20,079 |
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 | 2,126 |
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 | 8,219 |
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 | 9,560 |
Restricted Stock Awards | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |
Shares excluded from calculation of diluted net loss per share | 174 |
Share Based Payments - Schedule
Share Based Payments - Schedule of Restricted Stock Grants Outstanding and Restricted Stock Activity (Details) - Restricted Stock Awards | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Grants outstanding, Awards beginning of period | shares | 102,617 |
Granted, Awards | shares | 718,816 |
Vested, Awards | shares | 141,412 |
Grants outstanding, Awards end of period | shares | 680,021 |
Grants outstanding, Price beginning of period | $ / shares | $ 5.41 |
Granted, Price | $ / shares | 3.34 |
Vested, Price | $ / shares | 3.17 |
Grants outstanding, Price end of period | $ / shares | $ 3.69 |
Share Based Payments - Schedu_2
Share Based Payments - Schedule of Stock-Based Compensation Expense Recognized (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |
Share-based compensation expense | $ 634 |
Operating Expenses Excluding Depreciation and Amortization | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |
Share-based compensation expense | 259 |
Corporate Expenses | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |
Share-based compensation expense | $ 375 |
Share Based Payments - Addition
Share Based Payments - Additional Information (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Compensation Related Costs [Abstract] | |
Unrecognized compensation cost related to nonvested share-based compensation | $ 2.2 |
Unrecognized compensation cost related to nonvested share-based compensation, weighted average period for recognition | 1 year 4 months 24 days |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Indefinite Lived And Finite Lived Intangible Assets [Line Items] | ||
Goodwill | $ 13,102 | $ 13,102 |
Total | 78,903 | 79,217 |
FCC Licenses | ||
Indefinite Lived And Finite Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | 63,266 | 63,266 |
Trade Name | ||
Indefinite Lived And Finite Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | 733 | 733 |
Programming Contract | ||
Indefinite Lived And Finite Lived Intangible Assets [Line Items] | ||
Definite-lived intangible assets | 147 | 220 |
Customer List | ||
Indefinite Lived And Finite Lived Intangible Assets [Line Items] | ||
Definite-lived intangible assets | $ 1,655 | $ 1,896 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Indefinite Lived And Finite Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 0.3 | $ 0.4 | |
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 | 0.7 | ||
FCC Licenses | |||
Indefinite Lived And Finite Lived Intangible Assets [Line Items] | |||
Indefinite-lived intangible assets, carrying amount | $ 63.3 | $ 63.3 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Definite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Programming Contract | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 2,154 | $ 2,154 |
Accumulated Amortization | 2,007 | 1,934 |
Net Carrying Amount | $ 147 | 220 |
Weighted Average Remaining Useful Life (in years) | 6 months | |
Customer List | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 2,906 | 2,906 |
Accumulated Amortization | 1,251 | 1,010 |
Net Carrying Amount | $ 1,655 | $ 1,896 |
Weighted Average Remaining Useful Life (in years) | 1 year 8 months 12 days |
Intangible Assets - Schedule _3
Intangible Assets - Schedule of Estimation of Future Amortization Expense (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Remainder of 2021 | $ 874 |
2022 | $ 928 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2021Advertisement | |
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 | 3,500 |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Disaggregation Of Revenue [Line Items] | |||
Total net revenues | $ 9,743 | $ 11,785 | |
Radio Advertising | |||
Disaggregation Of Revenue [Line Items] | |||
Total net revenues | $ 4,955 | $ 6,380 | |
Radio Advertising | Revenue, Product and Service Benchmark | Product Concentration Risk | |||
Disaggregation Of Revenue [Line Items] | |||
Percentage of revenue | 50.90% | 54.10% | |
Outdoor Advertising | |||
Disaggregation Of Revenue [Line Items] | |||
Total net revenues | [1] | $ 2,972 | $ 3,267 |
Outdoor Advertising | Revenue, Product and Service Benchmark | Product Concentration Risk | |||
Disaggregation Of Revenue [Line Items] | |||
Percentage of revenue | [1] | 30.50% | 27.70% |
Nontraditional | |||
Disaggregation Of Revenue [Line Items] | |||
Total net revenues | $ 137 | $ 168 | |
Nontraditional | Revenue, Product and Service Benchmark | Product Concentration Risk | |||
Disaggregation Of Revenue [Line Items] | |||
Percentage of revenue | 1.40% | 1.40% | |
Digital | |||
Disaggregation Of Revenue [Line Items] | |||
Total net revenues | $ 485 | $ 674 | |
Digital | Revenue, Product and Service Benchmark | Product Concentration Risk | |||
Disaggregation Of Revenue [Line Items] | |||
Percentage of revenue | 5.00% | 5.70% | |
Other | |||
Disaggregation Of Revenue [Line Items] | |||
Total net revenues | $ 1,194 | $ 1,296 | |
Other | Revenue, Product and Service Benchmark | Product Concentration Risk | |||
Disaggregation Of Revenue [Line Items] | |||
Percentage of revenue | 12.20% | 11.10% | |
[1] | A substantial portion of this revenue is from lessor revenue derived from operating leases accounted for under ASC 842, “Leases.” |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Less: Current maturities | $ (2,754) | $ (1,836) |
Less: Unamortized original issue discount | (2,006) | (2,153) |
Total long-term debt, net of current portion and debt discount | 93,147 | 93,918 |
SG Broadcasting | ||
Debt Instrument [Line Items] | ||
Notes payable | 21,400 | 21,400 |
Emmis | ||
Debt Instrument [Line Items] | ||
Notes payable | 5,535 | 5,535 |
Senior Credit Facility | ||
Debt Instrument [Line Items] | ||
Senior credit facility | 70,972 | $ 70,972 |
Less: Unamortized original issue discount | $ (2,000) |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | Aug. 28, 2020 | |
Debt Instrument [Line Items] | |||
Principal amount outstanding | $ 97,907,000 | ||
Credit facility, debt discount | 2,006,000 | $ 2,153,000 | |
Senior credit facility amount | $ 0 | ||
Debt instrument interest percentage | 6.00% | ||
Debt instrument increasing interest rate of each successive anniversary | 1.00% | ||
SG Broadcasting | |||
Debt Instrument [Line Items] | |||
Principal amount outstanding | $ 21,400,000 | ||
Emmis | |||
Debt Instrument [Line Items] | |||
Principal amount outstanding | 5,535,000 | ||
Convertible Promissory Note | Emmis | SG Broadcasting | |||
Debt Instrument [Line Items] | |||
Principal amount outstanding | 5,500,000 | ||
Senior credit facility amount | $ 0 | ||
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 | ||
Second Amended and Restated SG Broadcasting Promissory Note | SG Broadcasting | |||
Debt Instrument [Line Items] | |||
Senior credit facility amount | $ 0 | ||
Debt instrument interest percentage | 6.00% | ||
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 | May 25, 2025 | ||
Additional SG Broadcasting Promissory Note | SG Broadcasting | |||
Debt Instrument [Line Items] | |||
Senior credit facility amount | $ 0 | ||
Debt instrument interest percentage | 6.00% | ||
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 | Mar. 30, 2025 | ||
Promissory Note | SG Broadcasting | |||
Debt Instrument [Line Items] | |||
Principal amount outstanding | $ 21,400,000 | $ 20,000,000 | |
Senior Credit Facility | |||
Debt Instrument [Line Items] | |||
Principal amount outstanding | 70,972,000 | ||
Credit facility, debt discount | $ 2,000,000 | ||
Senior Credit Facility | FCC Licenses | |||
Debt Instrument [Line Items] | |||
Formula based percentage on fair value of licenses | 60.00% | ||
GACP Finance Co., LLC | Senior Credit Facility | |||
Debt Instrument [Line Items] | |||
Debt instrument, term | 5 years | ||
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. | ||
Percentage of fixed charge coverage ratio | 110.00% | ||
Minimum liquidity amount, year two | $ 2,500 | ||
Minimum liquidity amount, thereafter | $ 3,000 | ||
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 | Mar. 31, 2021USD ($) |
Debt Instrument [Line Items] | |
Remainder of 2021 | $ 2,754 |
2022 | 3,672 |
2023 | 3,672 |
2024 | 66,409 |
2025 | 21,400 |
Total | 97,907 |
SG Broadcasting | |
Debt Instrument [Line Items] | |
2025 | 21,400 |
Total | 21,400 |
Emmis | |
Debt Instrument [Line Items] | |
2024 | 5,535 |
Total | 5,535 |
Senior Credit Facility | |
Debt Instrument [Line Items] | |
Remainder of 2021 | 2,754 |
2022 | 3,672 |
2023 | 3,672 |
2024 | 60,874 |
Total | $ 70,972 |
Regulatory, Legal and Other M_2
Regulatory, Legal and Other Matters - Additional Information (Details) | Mar. 31, 2021LegalProceeding |
Commitments And Contingencies Disclosure [Abstract] | |
Number of legal proceedings pending | 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate, percent | 3.00% | (29.00%) |
Deferred tax assets valuation allowance | $ 18.8 |
Leases - Schedule of Impact of
Leases - Schedule of Impact of Operating Leases to Condensed Consolidated Financial Statements (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Lease Cost | ||
Operating lease cost | $ 1,247 | $ 1,248 |
Other Information | ||
Operating cash flows from operating leases | $ 1,290 | $ 1,490 |
Weighted average remaining lease term - operating leases (in years) | 8 years 7 months 6 days | 9 years 1 month 6 days |
Weighted average discount rate - operating leases | 9.10% | 10.50% |
Leases - Schedule of Annual Min
Leases - Schedule of Annual Minimum Lease Payments of Operating Lease Liabilities (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Leases [Abstract] | |
Remainder of 2021 | $ 4,019 |
2022 | 5,254 |
2023 | 4,270 |
2024 | 2,855 |
2025 | 2,847 |
After 2025 | 15,915 |
Total lease payments | 35,160 |
Less imputed interest | 12,352 |
Total recorded lease liabilities | $ 22,808 |
Leases - Schedule of Minimum Fi
Leases - Schedule of Minimum Fixed Lease Consideration Under Non-cancelable Operating Leases Excluding Variable Lease Consideration (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Leases [Abstract] | |
Remainder of 2021 | $ 6,097 |
2022 | $ 1,231 |
Asset Retirement Obligations -
Asset Retirement Obligations - Schedule of Information Related to Asset Retirement Obligations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Asset Retirement Obligation Disclosure [Abstract] | ||
Balance at December 31, 2020 | $ 6,316 | |
Accretion expense | 165 | $ 182 |
Balance at March 31, 2021 | $ 6,481 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2021segment | |
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 | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
NET REVENUES | $ 9,743 | $ 11,785 | |
Operating expenses excluding depreciation and amortization expense | 7,761 | 9,457 | |
Corporate expenses | 1,641 | 1,165 | |
Depreciation and amortization | 981 | 1,027 | |
Gain on disposal of assets | (6) | ||
OPERATING INCOME (LOSS) | (634) | 136 | |
Total Assets | 143,918 | $ 146,351 | |
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total Assets | 62,106 | 62,132 | |
All Other | |||
Segment Reporting Information [Line Items] | |||
Corporate expenses | 1,641 | 1,165 | |
OPERATING INCOME (LOSS) | (1,641) | (1,165) | |
Radio | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
NET REVENUES | 6,502 | 8,339 | |
Operating expenses excluding depreciation and amortization expense | 5,291 | 6,931 | |
Depreciation and amortization | 191 | 249 | |
OPERATING INCOME (LOSS) | 1,020 | 1,159 | |
Total Assets | 81,812 | $ 84,219 | |
Outdoor Advertising | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
NET REVENUES | 3,241 | 3,446 | |
Operating expenses excluding depreciation and amortization expense | 2,470 | 2,526 | |
Depreciation and amortization | 790 | 778 | |
Gain on disposal of assets | (6) | ||
OPERATING INCOME (LOSS) | $ (13) | $ 142 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | Dec. 13, 2020USD ($)shares | Nov. 25, 2020USD ($) | Aug. 11, 2020USD ($) | Apr. 22, 2020USD ($) | Jun. 28, 2019USD ($)voteDirector | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Sep. 30, 2020USD ($) | Aug. 28, 2020USD ($) | Mar. 27, 2020USD ($) | Feb. 28, 2020USD ($) | Dec. 13, 2019shares | Nov. 25, 2019USD ($) |
Related Party Transaction [Line Items] | ||||||||||||||
Transaction agreement date | Jun. 28, 2019 | |||||||||||||
Principal amount outstanding | $ 97,907,000 | |||||||||||||
Interest expense recognized | 2,538,000 | $ 2,238,000 | ||||||||||||
Senior credit facility amount | $ 0 | |||||||||||||
Debt instrument interest percentage | 6.00% | |||||||||||||
Debt instrument increasing interest rate of each successive anniversary | 1.00% | |||||||||||||
Effective interest rate | 10.50% | |||||||||||||
Dividends paid in kind | $ 2,100,000 | |||||||||||||
Additional shares issued due to increase in accrued value of preferred stock | shares | 0 | |||||||||||||
Preferred Stock | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Unpaid cumulative dividends | $ 800,000 | $ 100,000 | ||||||||||||
Employee Leasing Agreement | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Unpaid expense | 0 | |||||||||||||
Employee Leasing Agreement | Operating Expenses | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Operating expenses | 3,100,000 | |||||||||||||
Emmis | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Principal amount outstanding | 5,535,000 | |||||||||||||
Emmis | Convertible Promissory Notes | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Face amount of debt | $ 5,000,000 | |||||||||||||
SG Broadcasting | Series A Convertible Preferred Stock | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Preferred stock issued | shares | 220,000 | |||||||||||||
Preferred stock value issued | $ 600,000 | 500,000 | ||||||||||||
SG Broadcasting | Convertible Promissory Notes | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Face amount of debt | $ 6,300,000 | |||||||||||||
Emmis Operating Company | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Transaction agreement expires date | Nov. 30, 2021 | |||||||||||||
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 | 300,000 | ||||||||||||
Emmis Operating Company | Management Agreement | Accounts Payable and Accrued Expenses | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Unpaid expense | $ 100,000 | $ 100,000 | ||||||||||||
Emmis Operating Company | Employee Leasing Agreement | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Employee lease agreement, terms | Effective January 1, 2021, the Employee Leasing Agreement was terminated, and the Company hired all of the leased employees and assumed the employment and collective bargaining agreements related to leased employees. The Employee Leasing Agreement was terminated at the expiration of the initial term, so no early termination penalties were incurred. | |||||||||||||
SG Broadcasting | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Principal amount outstanding | $ 21,400,000 | |||||||||||||
SG Broadcasting | Series A Convertible Preferred Stock | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
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] | ||||||||||||||
Additional loan for working capital | $ 300,000 | $ 8,700,000 | $ 3,000,000 | $ 2,000,000 | ||||||||||
Principal amount outstanding | $ 21,400,000 | $ 20,000,000 | ||||||||||||
SG Broadcasting | Promissory Note | Maximum | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Face amount of debt | $ 20,000,000 | $ 10,300,000 | ||||||||||||
SG Broadcasting | Emmis | Convertible Promissory Note | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Principal amount outstanding | 5,500,000 | |||||||||||||
Senior credit facility amount | $ 0 | |||||||||||||
Debt instrument interest percentage | 6.00% | |||||||||||||
Debt instrument increasing interest rate of each successive anniversary | 1.00% | |||||||||||||
Emmis | Convertible Promissory Notes | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Principal amount outstanding | $ 5,500,000 | |||||||||||||
Annual interest paid in kind | $ 500,000 | |||||||||||||
Interest expense recognized | 100,000 | 100,000 | ||||||||||||
SG Broadcasting | Convertible Promissory Notes | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Principal amount outstanding | 21,400,000 | |||||||||||||
Annual interest paid in kind | $ 1,100,000 | |||||||||||||
Interest expense recognized | 500,000 | $ 200,000 | ||||||||||||
Transaction Agreement | Emmis | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Purchase price for the assets of radio stations | $ 91,500,000 | |||||||||||||
Number of vote per share | vote | 1 | |||||||||||||
Transaction Agreement | Emmis | Convertible Promissory Note | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Notes payable | $ 5,000,000 | |||||||||||||
Transaction Agreement | SG Broadcasting | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Number of vote per share | vote | 10 | |||||||||||||
Employee Leasing Agreement | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Agreed percentage to promptly pay amount equal to PPP loan | 31.56% | |||||||||||||
Employee Leasing Agreement | Maximum | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Agreed amount to waive reimburse obligations | $ 1,500,000 | |||||||||||||
Billboard Agreement | Fairway | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Cash consideration | $ 25,000 | |||||||||||||
Provisions on limitation of liability and indemnification outstanding | 25,000 | |||||||||||||
Fairway incurred of out-of-pocket expenses | 49,000 | |||||||||||||
Reimbursement for out-of-pocket expenses | $ 0 | |||||||||||||
MediaCo | Transaction Agreement | Emmis | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Equity ownership interest | 23.72% | |||||||||||||
MediaCo | Transaction Agreement | SG Broadcasting | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Equity ownership interest | 76.28% |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Details) | Jan. 01, 2023 | Nov. 25, 2021 | May 19, 2021USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2022 | Jun. 30, 2022USD ($) | Jun. 01, 2021USD ($) |
Debt Instrument [Line Items] | |||||||
Principal payment of debt | $ 97,907,000 | ||||||
Senior credit facility amount | $ 0 | ||||||
Debt instrument interest percentage | 6.00% | ||||||
Debt instrument increasing interest rate of each successive anniversary | 1.00% | ||||||
Senior Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Principal payment of debt | $ 70,972,000 | ||||||
Senior Credit Facility | FCC Licenses | |||||||
Debt Instrument [Line Items] | |||||||
Formula based percentage on fair value of licenses | 60.00% | ||||||
SG Broadcasting | |||||||
Debt Instrument [Line Items] | |||||||
Principal payment of debt | $ 21,400,000 | ||||||
Subsequent Event | |||||||
Debt Instrument [Line Items] | |||||||
Debt frequency of principal payments, description | no quarterly scheduled principal payments are required through and including the quarter ending March 31, 2022 | ||||||
Debt instrument, amount of amendment fee added to principal amount | $ 400,000 | ||||||
Subsequent Event | Senior Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Principal payment of debt | $ 3,000,000 | ||||||
Subsequent Event | Senior Credit Facility | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Multiple applied to billboard cash flow | 3.5 | ||||||
Subsequent Event | Senior Credit Facility | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Multiple applied to billboard cash flow | 5 | ||||||
Subsequent Event | Senior Credit Facility | FCC Licenses | |||||||
Debt Instrument [Line Items] | |||||||
Formula based percentage on fair value of licenses | 70.00% | ||||||
Subsequent Event | SG Broadcasting | May 2021 SG Broadcasting Promissory Note | |||||||
Debt Instrument [Line Items] | |||||||
Face amount of debt | $ 3,000,000 | ||||||
Senior credit facility amount | 7,000,000 | ||||||
Senior credit facility amount outstanding | $ 0 | ||||||
Debt instrument interest percentage | 6.00% | ||||||
Debt instrument increasing interest rate of each successive anniversary | 1.00% | ||||||
Debt instrument maturity date | May 25, 2025 | ||||||
Forecast | Senior Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Percentage of fixed charge coverage ratio | 110.00% | 100.00% | |||||
Forecast | SG Broadcasting | May 2021 SG Broadcasting Promissory Note | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument additional increase in interest rate | 1.00% | ||||||
Subordinated Debt | Subsequent Event | SG Broadcasting | |||||||
Debt Instrument [Line Items] | |||||||
Face amount of debt | $ 7,000,000 | ||||||
Subordinated Debt | Contributed at Closing | Subsequent Event | SG Broadcasting | |||||||
Debt Instrument [Line Items] | |||||||
Face amount of debt | $ 3,000,000 | ||||||
Subordinated Debt | Forecast | SG Broadcasting | |||||||
Debt Instrument [Line Items] | |||||||
Face amount of debt | $ 3,000,000 | $ 1,000,000 | |||||
Paid In Kind Monthly | If Multiple Applied to Billboard Cash Flow Exceeds 3.5 or Advance Rate Applied to FCC Licenses Exceeds 60% | Subsequent Event | Senior Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Incremental annual interest rate | 1.00% |