Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________________________

FORM 10-Q

______________________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number 001-39029

______________________________________

MEDIACO HOLDING INC.

(Exact name of registrant as specified in its charter)

______________________________________

Indiana

(State of incorporation or organization)

84-2427771

(I.R.S. Employer Identification No.)

48 West 25th Street, Third Floor

New York, New York 10010

(Address of principal executive offices)

(212) 229-9797

(Registrant’s Telephone Number, Including Area Code)

395 Hudson Street, Floor 7

New York, New York 10014

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

______________________________________

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Class A common stock, $0.01 par value	MDIA	Nasdaq Capital Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

The number of shares outstanding of each of MediaCo Holding Inc.’s classes of common stock, as of September 4, 2024, was:


41,289,461						Shares of Class A common stock, $.01 Par Value
5,413,197						Shares of Class B common stock, $.01 Par Value
—						Shares of Class C common stock, $.01 Par Value

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INDEX


			Page
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements			3
Condensed Consolidated Statements of Operations for the three-month and six-month periods ended June 3 0 , 2024 and 2023			3
Condensed Consolidated Balance Sheets as of June 3 0 , 2024 and December 31, 2023			4
Condensed Consolidated Statements of Changes in Equity (Deficit) for the three-month and six-month periods ended June 3 0 , 2024 and 2023			5
Condensed Consolidated Statements of Cash Flows for the six -month periods ended June 3 0 , 2024 and 2023			6
Notes to Condensed Consolidated Financial Statements			7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			27
Item 3. Quantitative and Qualitative Disclosures about Market Risk			33
Item 4. Controls and Procedures			33
PART II — OTHER INFORMATION
Item 1. Legal Proceedings			33
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities			34
Item 5. Other Information			34
Item 6. Exhibits			34
SIGNATURES			36

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PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

MEDIACO HOLDING INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except per share amounts)	2024		2023		2024		2023
NET REVENUES	$	26,202	$	12,080	$	32,908	$	19,415
OPERATING EXPENSES:
Operating expenses excluding depreciation and amortization expense	34,647		11,046		41,297		18,283
Corporate expenses	3,445		1,002		6,835		2,886
Depreciation and amortization	1,431		148		1,564		307
Loss (gain) on disposal of assets	5		—		5		(39)
Total operating expenses	39,528		12,196		49,701		21,437
OPERATING LOSS	(13,326)		(116)		(16,793)		(2,022)
OTHER INCOME (EXPENSE):
Interest expense, net	(3,782)		(116)		(3,918)		(219)
Change in fair value of warrant shares liability	(31,027)		—		(31,027)		—
Other income (expense)	10		(123)		20		6

Total other expense	(34,799)		(239)		(34,925)		(213)
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	(48,125)		(355)		(51,718)		(2,235)
PROVISION FOR INCOME TAXES	182		75		266		150
NET LOSS FROM CONTINUING OPERATIONS	(48,307)		(430)		(51,984)		(2,385)




NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS	—		9		—		(143)
CONSOLIDATED NET LOSS	(48,307)		(421)		(51,984)		(2,528)
Net income attributable to noncontrolling interest	828		—		828		—
PREFERRED STOCK DIVIDENDS	128		596		851		1,186
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(49,263)	$	(1,017)	$	(53,663)	$	(3,714)

Net loss per share attributable to common shareholders - basic and diluted:
Continuing operations	$	(0.75)	$	(0.04)	$	(1.19)	$	(0.14)
Discontinued operations	$	—	$	—	$	—	$	(0.01)
Net loss per share attributable to common shareholders - basic and diluted:	$	(0.75)	$	(0.04)	$	(1.19)	$	(0.15)

Weighted average common shares outstanding:
Basic	65,415		24,947		45,166		24,927
Diluted	65,415		24,947		45,166		24,927

The accompanying notes are an integral part of these unaudited condensed consolidated statements.

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MEDIACO HOLDING INC.

CONDENSED CONSOLIDATED BALANCE SHEETS


	June 30, 2024		December 31, 2023
(in thousands, except share data)	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	9,918	$	3,817
Restricted cash	—		1,337
Accounts receivable, net of allowance for credit losses of $679 and $353, respectively	27,676		6,675
Prepaid expenses	1,716		891
Current programming rights	3,306		—
Other current assets	1,283		1,188

Total current assets	43,899		13,908
PROPERTY AND EQUIPMENT, NET	18,902		1,380
GOODWILL	14,878		—
OTHER INTANGIBLE ASSETS, NET	204,688		64,593
OTHER ASSETS:
Lease right of use assets	47,205		13,614

Noncurrent programming rights	6,240		—
Deposits and other	2,833		1,996
Total other assets	56,278		15,610

Total assets	$	338,645	$	95,491
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	27,245	$	2,625
Current maturities of long-term debt	6,458		6,458
Accrued salaries and commissions	739		539
Deferred revenue	10,582		557
Operating lease liabilities	6,160		1,444
Finance lease liabilities	699		—
Income taxes payable	2,030		65
Other current liabilities	1,123		29

Total current liabilities	55,036		11,717
LONG TERM DEBT, NET OF CURRENT	64,015		—
WARRANT SHARES	101,542		—
SERIES B PREFERRED STOCK	33,547		—
OPERATING LEASE LIABILITIES, NET OF CURRENT	40,863		14,333
FINANCE LEASE LIABILITIES, NET OF CURRENT	2,276		—

DEFERRED INCOME TAXES	3,022		2,775
NONCURRENT PROGRAM RIGHTS PAYABLE	5,596		—
OTHER NONCURRENT LIABILITIES	638		502

Total liabilities	306,535		29,327
COMMITMENTS AND CONTINGENCIES
SERIES A CUMULATIVE CONVERTIBLE PARTICIPATING PREFERRED STOCK, $0.01 PAR VALUE, 10,000,000 SHARES AUTHORIZED; 0 AND 286,031 SHARES ISSUED AND OUTSTANDING AT JUNE 30, 2024 AND DECEMBER 31, 2023, RESPECTIVELY	—		28,754
EQUITY:
Class A common stock, $0.01 par value; authorized 170,000,000 shares; issued and outstanding 41,278,034 shares and 20,741,865 shares at June 30, 2024, and December 31, 2023, respectively	413		210
Class B common stock, $0.01 par value; authorized 50,000,000 shares; issued and outstanding 5,413,197 shares at June 30, 2024, and December 31, 2023	54		54
Class C common stock, $0.01 par value; authorized 30,000,000 shares; none issued	—		—
Additional paid-in capital	89,997		60,294
Accumulated deficit	(76,811)		(23,148)
Total equity	13,653		37,410
Noncontrolling interests	18,457		—
Total equity and noncontrolling interests	32,110		37,410
Total liabilities and equity and noncontrolling interests	$	338,645	$	95,491

The accompanying notes are an integral part of these unaudited condensed consolidated statements.

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MEDIACO HOLDING INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY AND NONCONTROLLING INTERESTS

(Unaudited)


	Class A common stock			Class B common stock			APIC		Accumulated Deficit		Noncontrolling Interests		Total
(in thousands, except share data)	Shares	Amount		Shares	Amount
BALANCE, DECEMBER 31, 2023	20,741,865	$	210	5,413,197	$	54	$	60,294	$	(23,148)	$	—	$	37,410
Net loss	—	—		—	—		—		(3,677)		—		(3,677)
Issuance of class A to employees, officers and directors, net	(151,993)	(4)		—	—		291		—		—		287
Repurchase of class A common shares	(11,304)	—		—	—		(7)		—		—		(7)
Preferred stock dividends	—	—		—	—		—		(723)		—		(723)
BALANCE, MARCH 31, 2024	20,578,568	$	206	5,413,197	$	54	$	60,578	$	(27,548)	$	—	$	33,290
Net (loss) income	—	—		—	—		—		(49,135)		828		(48,307)
Issuance of class A to employees, officers and directors, net	(34,403)	—		—	—		22		—		—		22
Conversion of preferred series A shares	20,733,869	207		—	—		29,397		—		—		29,604

Noncontrolling interest resulting from Estrella transaction	—	—		—	—		—		—		17,629		17,629

Preferred stock dividends	—	—		—	—		—		(128)		—		(128)
BALANCE, JUNE 30, 2024	41,278,034	$	413	5,413,197	$	54	$	89,997	$	(76,811)	$	18,457	$	32,110






BALANCE, DECEMBER 31, 2022	20,443,138	$	207	5,413,197	$	54	$	59,817	$	(13,102)	$	—	$	46,976
Net loss	—	—		—	—		—		(2,107)		—		(2,107)
Issuance of class A to employees, officers and directors, net	564,548	6		—	—		363		—		—		369
Repurchase of class A common shares	(395,813)	(6)		—	—		(565)		—		—		(571)
Preferred stock dividends	—	—		—	—		—		(590)		—		(590)
BALANCE, MARCH 31, 2023	20,611,873	$	207	5,413,197	$	54	$	59,615	$	(15,799)	$	—	$	44,077
Net loss	—	—		—	—		—		(421)		—		(421)
Issuance of class A to employees, officers and directors, net	(150,485)	(2)		—	—		266		—		—		264
Repurchase of class A common shares	(56,031)	(1)		—	—		(67)		—		—		(68)
Preferred stock dividends	—	—		—	—		—		(596)		—		(596)
BALANCE, JUNE 30, 2023	20,405,357	$	204	5,413,197	$	54	$	59,814	$	(16,816)	$	—	$	43,256

The accompanying notes are an integral part of these unaudited condensed consolidated statements.

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MEDIACO HOLDING INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Six Months Ended June 30,
(in thousands)	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated net loss	$	(51,984)	$	(2,528)
Less: Loss from discontinued operations, net of tax	—		143
Adjustments to reconcile net loss to net cash used in operating activities -

Depreciation and amortization	1,564		307

Amortization of deferred financing costs, including original issue discount	129		—
Amortization of fair value adjustment of Preferred Series B Shares and 2nd Lien Term Loan	977		—
Noncash change in warrant shares	31,027		—
Noncash interest expense	965		—
Noncash lease expense	731		1,283
Allowance for credit losses	79		(20)

Provision for deferred income taxes	247		150
Noncash compensation	473		979

Other noncash items	790		429
Changes in assets and liabilities
Accounts receivable	(4,669)		156
Prepaid expenses and other current assets	1,502		(703)
Other assets	(544)		(172)
Accounts payable and accrued liabilities	(7,569)		(996)
Deferred revenue	816		738
Operating lease liabilities	137		(666)

Income taxes	(32)		(3,021)
Other liabilities	650		250
Net cash used in continuing operating activities	(24,711)		(3,671)
Net cash provided by discontinued operating activities	—		390
Net cash used in operating activities	(24,711)		(3,281)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(93)		(624)
Purchases of internally-created software	(146)		(296)
Cash paid in acquisitions, net of cash acquired	(6,847)		—
Other investing	100		—

Net cash used in continuing investing activities	(6,986)		(920)
Net cash used in discontinued investing activities	—		—
Net cash used in investing activities	(6,986)		(920)
CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from long-term debt	38,800		—
Payments for debt-related costs	(1,618)		—

Repurchases of class A common stock	(7)		(639)
Settlement of tax withholding obligations	(163)		(329)
Net cash provided by (used in) continuing financing activities	37,012		(968)
Net cash used in discontinued financing activities	—		(38)
Net cash provided by (used in) financing activities	37,012		(1,006)
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	5,315		(5,207)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH:
Beginning of period	7,071		15,301
End of period	12,386		10,094
Less: Cash, cash equivalents and restricted cash of discontinued operations	—		—
Cash, cash equivalents and restricted cash of continuing operations at end of period	$	12,386	$	10,094
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest	$	739	$	—
Cash paid for income taxes	$	—	$	3,021

The accompanying notes are an integral part of these unaudited condensed consolidated statements.

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MEDIACO HOLDING INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in Thousands Unless Indicated Otherwise)

(Unaudited)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

MediaCo Holding Inc., its subsidiaries, and a variable interest entity (“VIE”) (collectively, “MediaCo” or the “Company”) is an owned and operated multi-media company formed in Indiana in 2019, focused on television, radio and digital advertising, premium programming and events.

On April 17, 2024, MediaCo Holding Inc. and its wholly-owned subsidiary MediaCo Operations LLC, a Delaware limited liability company (“Purchaser”), entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Estrella Broadcasting, Inc., a Delaware corporation (“Estrella”), and SLF LBI Aggregator, LLC, a Delaware limited liability company (“Aggregator”) and affiliate of HPS Investment Partners, LLC (“HPS”), pursuant to which Purchaser purchased substantially all of the assets of Estrella and its subsidiaries (other than certain broadcast assets owned by Estrella and its subsidiaries (the “Estrella Broadcast Assets”)) (the “Purchased Assets”), and assumed substantially all of the liabilities (the “Assumed Liabilities”) of Estrella and its subsidiaries (such transactions, collectively, the “Estrella Acquisition”). MediaCo Operations LLC operates the Purchased Assets under the trade name Estrella MediaCo.

Our assets consist of two radio stations located in New York City, WQHT(FM) and WBLS(FM) (the “Stations”), which serve the New York City demographic market area that primarily target Black, Hispanic, and multi-cultural consumers, and as a result of the Estrella Acquisition, Estrella’s network, content, digital, and commercial operations, including network affiliation and program supply agreements with Estrella for its 11 radio stations serving Los Angeles, CA, Houston, TX, and Dallas, TX and nine television stations serving Los Angeles, CA, Houston, TX, Denver, CO, and Miami, FL. Among the Estrella brands that joined MediaCo are the EstrellaTV network, its influential linear and digital video content business, Estrella’s expansive digital channels, including its four FAST channels - EstrellaTV, Estrella News, Cine EstrellaTV, and Estrella Games, and the EstrellaTV app. See Note 3 for additional information. We derive our revenues primarily from radio, television and digital advertising sales, but we also generate revenues from events, including sponsorships and ticket sales, licensing, and syndication.

Unless the context otherwise requires, references to “we”, “us” and “our” refer to MediaCo, its subsidiaries and the Estrella VIE (as defined below), collectively.

Basis of Presentation and Consolidation

Our condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All significant intercompany balances and transactions have been eliminated. In the opinion of management, all adjustments necessary for fair presentation (including normal recurring adjustments) have been included.

The Company determined that the Estrella entities holding the Estrella Broadcast Assets (the “Estrella VIE”) are a VIE in which the Company holds a controlling financial interest. Pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) paragraph 810-10-25-38A and paragraph 810-10-25-38B, a reporting entity (in this case, the Company) is deemed to have a controlling financial interest in a VIE if it has both of the following characteristics:

a.The power to direct the activities of the VIE that most significantly impact the VIE’s economic performance; and

b.The obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.

The Company determined that since the major factors in the economic performance of the Estrella VIE are the popularity of the programming provided by the Company to the Estrella VIE and the Company’s sale of advertising in that programming, the Company is the primary beneficiary of the VIE, and the remaining assets and liabilities of the Estrella VIE should be consolidated in the Company’s consolidated financial statements as of April 17, 2024.

The Company accounts for noncontrolling interest in accordance with ASC 810, which requires companies with noncontrolling interests to disclose such interests as a portion of equity but separate from the Parent’s equity. The noncontrolling interests’ portion of net income (loss) is presented on the condensed consolidated statement of operations.

Going Concern

The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Pursuant to ASC Topic 205-40, Going Concern, the Company is required to evaluate whether there is substantial doubt about its ability to continue as a going concern within one year of the date of issuance of these financial statements (September 18, 2024). In conducting this analysis, management considered the Company’s current projections of future cash flows, current financial condition, sources of liquidity and debt service obligations due on or before September 18, 2025.

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The Company has experienced diminished revenues and profitability, driven in part by weaker sales for our annual Summer Jam concert, and expects these conditions to continue for an undetermined period of time. Management has considered these circumstances in assessing the Company’s liquidity over the next year. Liquidity is a measure of an entity’s ability to meet potential cash requirements, maintain its assets, fund its operations, and meet the other general cash needs of its business. The Company’s liquidity is impacted by general economic, financial, competitive, and other factors beyond its control. The Company’s liquidity requirements consist primarily of funds necessary to pay its expenses, principally debt service and operational expenses, such as labor costs, and other related expenditures. The Company generally satisfies its liquidity needs through cash provided by operations. In addition, the Company has taken steps to enhance its ability to fund its operational expenses by reducing various costs and is prepared to take additional steps as necessary.

At June 30, 2024, we had $6.5 million outstanding to Emmis under the Emmis Convertible Promissory Note (as defined in Note 10), all of which is classified as current and has debt service obligations of approximately $7.3 million due under its Emmis Convertible Promissory Note from September 18, 2024 (the date of issuance of these financial statements) through September 18, 2025. In September 2024, the Company entered into the First Amendment of the First Lien Credit Agreement, with White Hawk Capital Partners, LP, which provides for $7.5 million of additional Delayed Draw Term Loan Commitments for Delayed Draw Term Loans, and waives the requirement for mandatory prepayment of any net proceeds received as a result of any equity issuances, up to $7.3 million. Each Delayed Draw Term Loan will mature on the date that is two years after the drawing of such Delayed Draw Term Loan.

As a result of this amendment, management anticipates the Company will be able to meet its liquidity needs for the next twelve months with cash and cash equivalents on hand, additional draws on its First Lien Term Loan, and projected cash flows from operations. Therefore, substantial doubt has been alleviated about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued.

Summary of Significant Accounting Policies

The Company’s significant accounting policies are described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (“fiscal year 2023”). As a result of the Estrella Acquisition, certain policies have been added or adjusted to reflect our combined business.

Programming Rights

MediaCo has elected to record programming right assets and liabilities acquired from third parties at the gross amount at inception. These programming rights are amortized, on a straight-line basis, over the license term, beginning in the period in which the license period begins and program becomes available for broadcast in accordance with ASC Topic 920, Entertainment - Broadcasters. Program rights expected to be amortized to expense in the following 12 month period are classified as current assets and program rights payable within the following 12 month period are classified as current liabilities. All program rights payable are included in accounts payable and accrued expenses except for $5.6 million which is included in other noncurrent liabilities. Amortization expense for the three and six months ended June 30, 2024 was $0.8 million which is included in operating expenses excluding depreciation and amortization. These programming rights are primarily related to one agreement which ends in February 2028.

Cash, Cash Equivalents and Restricted Cash

MediaCo considers time deposits, money market fund shares and all highly liquid debt investment instruments with original maturities of three months or less to be cash equivalents. At times, such deposits may be in excess of FDIC insurance limits. Restricted cash at December 31, 2023 consisted of $1.3 million held in escrow related to the Company's disposition of the Fairway business, classified in current assets and the restrictions were released in June 2024. Additionally, restricted cash of $1.9 million as of June 30, 2024 and December 31, 2023 was held as collateral for a letter of credit entered into in connection with the lease in New York City for our radio operations and corporate offices, which expires in October 2039, and restricted cash of $0.5 million as of June 30, 2024 was held for a collateral account related to merchant banking for the Company’s purchase card program and for an office lease security deposit, all included in the line item Deposits and Other in the condensed consolidated balance sheets.

Fair Value Measurements

Fair value is the exchange price to sell an asset or transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The Company uses market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs may be readily observable, corroborated by market data, or generally unobservable. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. (see Note 4 for more discussion). The Company’s Warrant Shares (as defined in Note 3) are classified as a liability for which the fair value is measured on a recurring basis using Level 2 inputs (see Note 6 for more discussion). We have no assets or liabilities for which fair value is measured on a recurring basis using Level 3 inputs.

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The Company has certain assets that are measured at fair value on a non-recurring basis including those described in Note 4, Intangible Assets, and are adjusted to fair value only when the carrying values are more than the fair values. The categorization of the framework used to price the assets is considered a Level 3 measurement due to the subjective nature of the unobservable inputs used to determine the fair value (see Note 4 for 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 as it is variable rate debt.

Allowance for Credit Losses

An allowance for credit losses is recorded based on management’s judgment of the collectability of trade receivables. When assessing the collectability of receivables, management considers, among other things, customer type (agency versus non-agency), historical loss experience, existing and expected future economic conditions and aging category. Amounts are written off after all normal collection efforts have been exhausted. The activity in the allowance for credit losses for the three-month and six-month periods ended June 30, 2024 and 2023 was as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Beginning Balance	$	378	$	102	$	353	$	122
Additions related to Estrella Acquisition	496		—		496		—
Change in Provision	54		—		79		(20)
Write Offs	(249)		—		(249)		—
Ending Balance	$	679	$	102	$	679	$	102

Estimates

The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. The Company has considered information available to it as of the date of issuance of these financial statements and is not aware of any specific events or circumstances that would require an update to its estimates or judgments, or a revision to the carrying value of its assets or liabilities. These estimates may change as new events occur and additional information becomes available. Actual results could differ materially from these estimates.

Earnings Per Share

Our basic and diluted net loss per share is computed using the two-class method. The two-class method is an earnings allocation that determines net income per share for each class of common stock and participating securities according to their participation rights in dividends and undistributed earnings or losses. Shares of our Series A Convertible Preferred Stock, $0.01 par value (the “Series A preferred stock” or the “Series A preferred shares”) included rights to participate in dividends and distributions to common stockholders on an if-converted basis, and accordingly were considered participating securities until April 2024, when all outstanding shares of Series A preferred stock were converted in accordance with their terms into 20.7 million shares of MediaCo’s Class A common stock, par value $0.01 per share (the “Class A common stock”). During periods of undistributed losses, however, no effect was given to our participating securities since they are not contractually obligated to share in the losses. We have elected to determine the earnings allocation based on income (loss) from continuing operations. For periods with a loss from continuing operations, all potentially dilutive items were anti-dilutive and thus basic and diluted weighted-average shares are the same. The following is a reconciliation of basic and diluted net loss per share attributable to Class A and Class B common shareholders:

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	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Numerator:
Loss from continuing operations	$	(48,307)	$	(430)	$	(51,984)	$	(2,385)
Less: Net income attributable to noncontrolling interests	(828)		—		(828)		—
Less: Preferred stock dividends	(128)		(596)		(851)		(1,186)

Loss from continuing operations available to common shareholders	(49,263)		(1,026)		(53,663)		(3,571)
Income (loss) from discontinued operations, net of income taxes	—		9		—		(143)
Net loss attributable to common shareholders	$	(49,263)	$	(1,017)	$	(53,663)	$	(3,714)

Denominator:
Weighted-average shares of common stock outstanding — basic and diluted	65,415		24,947		45,166		24,927







Earnings per share of common stock attributable to common shareholders:
Net loss per share attributable to common shareholders - basic and diluted:
Continuing operations	$	(0.75)	$	(0.04)	$	(1.19)	$	(0.14)
Discontinued operations	—		—		—		(0.01)
Net loss per share attributable to common shareholders - basic and diluted:	$	(0.75)	$	(0.04)	$	(1.19)	$	(0.15)

On August 20, 2021, MediaCo Holding Inc. entered into an At Market Issuance Sales Agreement with B. Riley Securities, Inc. (“B. Riley”), pursuant to which the Company may offer and sell, from time to time through or to B. Riley, as agent or principal, shares of the Company’s Class A common stock, having an aggregate offering price of up to $12.5 million. No shares were sold during the six-month periods ended June 30, 2024 or 2023.

For the six-month period ended June 30, 2024, we repurchased under a share repurchase plan 11,304 shares of Class A common stock for an immaterial amount.

The following convertible equity shares and restricted stock awards were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive.


	Three Months Ended June 30,		Six Months Ended June 30,
(in thousands)	2024	2023	2024	2023
Convertible Emmis promissory note	8,596	5,563	9,561	4,795

Option agreement shares	5,734	—	2,867	—
Series A convertible preferred stock	6,569	24,549	24,479	21,162
Restricted stock awards	590	248	575	230
Total anti-dilutive shares	21,489	30,360	37,482	26,187

Recent Accounting Pronouncements Not Yet Implemented

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to enhance the transparency and decision usefulness of income tax disclosures by enhancing information about how an entity’s operations and related tax risks and its tax planning and operation opportunities affect its tax rate and prospects for future cash flows. This guidance is effective for fiscal years beginning after December 31, 2024, with early adoption permitted. Adoption allows for prospective application, with retrospective application permitted. We are currently assessing the impact this standard will have on our condensed consolidated financial statements, including, but not limited to, our income taxes footnote disclosure.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures to update reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. This update is effective beginning with the Company’s 2024 fiscal year annual reporting period, with early adoption permitted. We are currently assessing the impact this standard will have on our condensed consolidated financial statements.

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2. DISCONTINUED OPERATIONS

On December 9, 2022, Fairway Outdoor LLC, FMG Kentucky, LLC and FMG Valdosta, LLC (collectively, “Fairway”), all of which were wholly owned direct and indirect subsidiaries of MediaCo, entered into an Asset Purchase Agreement (the “Purchase Agreement”), with The Lamar Company, L.L.C., a Louisiana limited liability company (the “Purchaser”), pursuant to which we sold our Fairway outdoor advertising business to the Purchaser. The transactions contemplated by the Purchase Agreement closed as of the date of the Purchase Agreement. The purchase price was $78.6 million, subject to certain customary adjustments, paid at closing in cash. The sale resulted in a pre-tax gain of $46.9 million in the fourth quarter of 2022.

In accordance with ASC 205-20-S99-3, Allocation of Interest to Discontinued Operations, the Company elected to allocate interest expense to discontinued operations where the debt is not directly attributed to the Fairway business. Interest expense was allocated based on a ratio of net assets discontinued to the sum of consolidated net assets plus consolidated debt.

In addition, upon closing we entered into a transition service agreement with the Purchaser to support the operations after the divestiture for immaterial fees. This agreement commenced with the close of the transaction and was terminated at the end of the initial term in February 2023.

The financial results of Fairway are presented as income from discontinued operations on our condensed consolidated statements of operations. The following table presents the financial results of Fairway:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net revenues	$	—	$	—	$	—	$	—
OPERATING EXPENSES
Operating expenses excluding depreciation and amortization expense	—		(9)		—		143


Total operating expenses	—		(9)		—		143
Income (loss) from operations of discontinued operations	—		9		—		(143)
Interest and other, net	—		—		—		—


Income (loss) from discontinued operations, before income taxes	—		9		—		(143)
Income tax benefit (expense)	—		—		—		—
Income (loss) from discontinued operations, net of income taxes	$	—	$	9	$	—	$	(143)

3. BUSINESS COMBINATIONS

The Company accounts for acquisitions in accordance with guidance found in ASC 805, Business Combinations. The guidance requires consideration given, including contingent consideration, assets acquired, and liabilities assumed to be valued at their fair values at the acquisition date. The guidance further provides that: (1) acquisition costs will generally be expensed as incurred, (2) restructuring costs associated with a business combination will generally be expensed subsequent to the acquisition date; and (3) changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense. ASC 805 requires that any excess of purchase price over fair value of assets acquired, including identifiable intangibles and liabilities assumed, be recognized as goodwill.

Estrella Acquisition

On April 17, 2024, MediaCo consummated the Estrella Acquisition, pursuant to which it purchased substantially all of the assets of Estrella, other than the Estrella Broadcast Assets, and assumed substantially all of the liabilities of Estrella and its subsidiaries. MediaCo provided the following consideration for the Estrella Acquisition (the “Transaction Consideration”):

aA warrant (the “Warrant”) to purchase up to 28,206,152 shares of MediaCo’s Class A common stock;

b60,000 shares of a newly designated series of MediaCo’s preferred stock designated as “Series B Preferred Stock” (the “Series B Preferred Stock”),

cA term loan in the principal amount of $30.0 million under the Second Lien Credit Agreement (as defined below) (the “Second Lien Term Loan”); and

dAn aggregate cash payment in the amount of approximately $25.5 million to be used, in part, for the repayment of certain indebtedness of Estrella and payment of certain Estrella transaction expenses, financed through the First Lien Credit Agreement (as defined below).

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Option Agreement

On April 17, 2024, in connection with the Estrella Acquisition, MediaCo and Estrella entered into an Option Agreement (the “Option Agreement” and, together with the Estrella Acquisition and the transactions contemplated by the Network Affiliation Agreement and the Network Program Supply Agreement described below, collectively, the “Estrella Transactions”) with Estrella and certain subsidiaries of Estrella pursuant to which (i) MediaCo was granted the option to purchase 100% of the equity interests of certain subsidiaries of Estrella holding the Estrella Broadcast Assets (the “Option Subsidiaries Equity”) in exchange for 7,051,538 shares of Class A common stock, and (ii) Estrella was granted the right to put the Option Subsidiaries Equity to MediaCo for the same consideration during a period beginning six months after the date of the closing of the Estrella Transactions (the “Closing Date”) and ending after seven years, which will automatically extend for a renewal term of seven years unless both parties mutually agree otherwise.

Voting and Support Agreement

The Asset Purchase Agreement provides that MediaCo will prepare and file with the Securities and Exchange Commission (the “SEC”) a proxy statement to be sent to MediaCo stockholders relating to a special meeting of MediaCo stockholders (the “Stockholders Meeting”) to be held to consider approval of the issuance of shares of Class A Common Stock upon exercise of the Warrant and the issuance of shares of Class A Common Stock pursuant to the Option Agreement (the “Proposal”).

On April 17, 2024, in connection with the Estrella Acquisition, SG Broadcasting LLC (“SG Broadcasting”), the holder of shares of Class A common stock and Class B common stock, par value $0.01 per share (“Class B common stock”) representing a majority of the voting power of the shares of MediaCo, entered into a Voting and Support Agreement with MediaCo and Estrella (the “Voting and Support Agreement”), pursuant to which SG Broadcasting agreed to, among other things, and subject to the terms and conditions set forth therein, at any meeting of MediaCo stockholders (including the Stockholders Meeting), or at any adjournment or postponement thereof, vote in favor of the Proposal and against any action or proposal that would reasonably be expected to prevent or materially delay consummation of the Proposal. The Voting Agreement also includes certain customary restrictions on SG Broadcasting’s ability to transfer its shares of MediaCo stock. The Voting Agreement will automatically terminate upon the date on which the Proposal is approved.

Warrant

On April 17, 2024, in connection with the Estrella Acquisition, MediaCo issued the Warrant, which provides for the purchase of up to 28,206,152 shares of Class A common stock (the “Warrant Shares”), subject to customary adjustments as set forth in the Warrant, at an exercise price per share of $0.00001. Subject to certain limitations, the Warrant also provides that the Warrant holder has the right to participate in distributions on Class A common stock on an as-exercised basis. The Warrant further provides that in no event shall the aggregate number of Warrant Shares issuable to the Warrant holder upon exercise of the Warrant exceed 19.9% of the aggregate number of shares of common stock of MediaCo outstanding, or the voting power of such outstanding shares of common stock, on the business day immediately preceding the issue date for such Warrant Shares, calculated in accordance with the applicable rules of the Nasdaq Capital Market (“Nasdaq”), unless and until the Proposal has been approved.

The shares of Class A common stock issuable upon the exercise of the Warrant and the shares of Class A common stock issuable upon the exercise of the Option Agreement represent approximately 43% of the outstanding shares of Class A common stock on a fully diluted basis (assuming the full exercise of the Warrant and the Option Agreement).

First Lien Term Loan

In order to finance the Estrella Acquisition, MediaCo entered into a maximum $45.0 million first lien term loan credit facility, dated April 17, 2024 (the “First Lien Credit Agreement”), with White Hawk Capital Partners, LP, as term agent thereunder, and the lenders party thereto. Under the terms of the First Lien Credit Agreement, MediaCo received an initial term loan of $35.0 million on April 17, 2024 (the “Initial Loan”) and was provided with a subsequent delayed draw facility of up to $10.0 million that may be provided for additional working capital purposes under certain conditions (the “Delayed Draw” and the loans thereunder, the “Delayed Draw Term Loans”; the financing contemplated by the First Lien Term Loan, together with Estrella Transaction and the payment of the Transaction Consideration, the “Transactions”). The Initial Loan and Delayed Draw Term Loans are collectively referred to as the “First Lien Term Loans.” The proceeds of the Initial Loan were used to finance the Estrella Acquisition, pay off certain existing Estrella indebtedness in connection therewith and pay related fees and transaction costs. The Initial Loan will mature on April 17, 2029, and each Delayed Draw Term Loan will mature on the date that is two years after the drawing of such Delayed Draw Term Loan. The first of such Delayed Draw Term Loan of $5.0 million was made on May 2, 2024. First Lien Term Loans will be subject to monthly interest payments at a rate of SOFR + 6.00%. Beginning May 2027, monthly amortization payments are required equal to 0.8333% of the initial principal amount of the First Lien Term Loans. The First Lien Term Loans are subject to a borrowing base in accordance with the terms of the First Lien Credit Agreement.

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Second Lien Term Loan

In addition, MediaCo and its direct and indirect subsidiaries entered into a $30.0 million second lien term loan credit facility, dated April 17, 2024 (the “Second Lien Credit Agreement”), with HPS as term agent, and the lenders party thereto. Under the terms of the Second Lien Credit Agreement, MediaCo was deemed to receive the Second Lien Term Loan of $30.0 million on April 17, 2024 in connection with the consummation of the Estrella Acquisition. The Second Lien Term Loan will mature on April 17, 2029 and will be subject to monthly interest payments at a rate of SOFR + 6.00%. The Second Lien Term Loans are subject to a borrowing base in accordance with the terms of the Second Lien Credit Agreement.

Series B Preferred Stock

In addition, MediaCo issued 60,000 shares of Series B Preferred Stock with an aggregate initial liquidation value of $60.0 million, which Series B Preferred Stock rank senior and in priority of payment to all other equity securities of MediaCo, including with respect to any repayment, redemption, distributions, bankruptcy, insolvency, liquidation, dissolution or winding-up. Pursuant to the Series B Articles of Amendment, the ability of MediaCo to make distributions with respect to, or make a liquidation payment on, any other class of capital stock in the Company designated to be junior to, or on parity with, the Series B Preferred Stock, will be subject to certain restrictions. Issued and outstanding shares of Series B Preferred Stock will accrue dividends, payable in kind, at an annual rate equal to 6.00% of the liquidation value thereof, subject to increase upon the occurrence of certain trigger events set forth in the Series B Articles of Amendment. The Series B Preferred Stock is mandatorily redeemable after seven years and is not convertible into any other equity securities of the Company. As such, it is classified as a long term liability on the condensed consolidated balance sheet and accrued dividends are classified in Interest expense, net on the condensed consolidated statements of operations.

Network Affiliation and Supply Agreements

On April 17, 2024, in connection with the Estrella Acquisition, MediaCo entered into a Network Program Supply Agreement (the “Network Program Supply Agreement”) with certain subsidiaries of Estrella that operate radio broadcast stations (the “Radio Stations”). Pursuant to the Network Program Supply Agreement, MediaCo has agreed to license certain programs and other material to the Radio Stations for distribution on the Radio Stations’ broadcast channels.

On April 17, 2024, in connection with the Estrella Acquisition, MediaCo entered into a Network Affiliation Agreement (the “Network Affiliation Agreement”) with certain subsidiaries of Estrella that operate television broadcast stations (the “TV Stations”). Pursuant to the Network Affiliation Agreement, MediaCo has agreed to license certain programs and other material to the TV Stations for distribution on the TV Stations’ broadcast channels.

Preliminary Purchase Price Allocation

The valuation of assets acquired and liabilities assumed has not yet been finalized as of June 30, 2024. The purchase price allocation is preliminary and subject to change, including the valuation of noncash consideration transferred, property and equipment, intangible assets, income taxes, and goodwill, among other items. The amounts recognized will be finalized as the information necessary to complete the analysis is obtained, but no later than one year after the acquisition date. Finalization of the valuation during the measurement period could result in a change in the amounts recorded for the acquisition date fair value. The preliminary allocation presented below is based upon management’s estimate of the fair values using valuation techniques including income, cost, and market approaches. In estimating the fair value of the acquired assets and assumed liabilities, the fair value estimates are based on, but not limited to, expected future revenue and cash flows, expected future growth rates, and estimated discount rates.

The Estrella Acquisition comprises the new Estrella MediaCo Video & Digital and Estrella MediaCo Audio, Digital & Events segments. The following tables summarize the preliminary fair value of cash and noncash consideration transferred, assets acquired, and liabilities assumed as of the acquisition date:


						Preliminary Valuation as of April 17, 2024
Cash Consideration						25,499
Noncash Consideration:
Warrants(1)						70,515
Series B Preferred Stock(2)						31,975
Second Lien Term Loan(2)						26,534
Total Noncash Consideration						129,024
Total Consideration						154,523

(1) Represents the fair value of warrants to purchase 28,206,152 shares of Class A common stock issued in the Estrella Transactions valued at the close price on the day prior to close of $2.50.

(2) Represents the fair value of the Series B Preferred Stock and Second Lien Term Loan using a required yield of 15.23% and 14.14%, respectively.

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						Preliminary Valuation and Allocation as of April 17, 2024
Cash and cash equivalents						18,124
Accounts receivable, net of allowance for doubtful accounts of $496						16,412
Prepaid expenses						1,838
Current programming rights						3,635
Other current assets						555
Property and equipment, net						17,897
Intangible assets, net						140,877
Right of use assets						34,322
Goodwill						14,878
Noncurrent programming rights						6,607
Deposits and other						688
Assets acquired						255,833

Accounts payable and accrued expenses						32,033

Deferred revenue						9,209
Operating lease liabilities						31,109
Finance lease liabilities						3,029




Other Liabilities						8,301

Liabilities assumed						83,681
Fair value of noncontrolling interests (1)						17,629

Net assets acquired						154,523

(1) Fair value of noncontrolling interests based on 7,051,538 warrants issued in Option Agreement valued at the close price on the day prior to close of $2.50.

Property and equipment is primarily composed of broadcasting equipment and leasehold improvements. The fair value of property and equipment is based on preliminary assumptions that are subject to change as we complete our valuation procedures. Acquired property and equipment will be depreciated on a straight-line basis over the respective estimated remaining useful lives.

The amount allocated to definite-lived intangible assets represents the estimated fair values of customer relationships of $15.6 million, favorable leasehold interests of $13.0 million, and programming rights of $10.2 million and will be amortized over the estimated remaining useful lives of 15 years, 35 years and 4 years, respectively.

The amount allocated to indefinite-lived intangible assets represents the estimated fair values of the FCC licenses of $112.2 million and goodwill of $14.9 million. Goodwill, which is derived from the expanded client base and our ability to provide broader advertising solutions through a comprehensive portfolio, is recorded based on the amount by which the purchase price exceeds the fair value of the net assets acquired and we expect it will be deductible for tax purposes. Goodwill of $4.5 million and $10.4 million from this transaction is allocated to our Estrella MediaCo Video & Digital and Estrella MediaCo Audio, Digital & Events segments, respectively.

As part of the acquisition, we incurred costs of $5.5 million and $9.0 million for the three and six months ended June 30, 2024, respectively, primarily related to transaction bonuses and professional services, which are included in the operating expenses excluding depreciation and amortization and corporate expenses line items in the condensed consolidated statement of operations. Additionally, there were $1.8 million of deferred financing costs and $1.1 million of original issue discount related to the issuance of the First Lien Credit Agreement included in the line item long term debt, net of current.

Variable Interest Entity

As discussed in Note 1, the Company determined that the Estrella entities holding the Estrella Broadcast Assets represented a VIE in which the Company holds a controlling financial interest, as MediaCo is the primary beneficiary of the VIE. Estrella VIE’s assets can be used only to settle obligations of the Estrella VIE. The carrying amounts of the VIE’s consolidated assets and liabilities included in the condensed consolidated balance sheet are as follows:

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	June 30, 2024
Cash and cash equivalents	$	6,540

Accounts receivable, net of allowance for doubtful accounts of $38	6,207
Prepaid expenses	564
Other current assets	440

Total current assets	13,751
PROPERTY AND EQUIPMENT, NET	8,106
OTHER INTANGIBLE ASSETS, NET	112,210
OTHER ASSETS:
Lease right of use assets	2,818

Deposits and other	576
Total other assets	3,394

Total assets	$	137,461
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	4,426


Deferred revenue	65
Operating lease liabilities	362

Income taxes payable	2,029


Total current liabilities	6,882

OPERATING LEASE LIABILITIES, NET OF CURRENT	2,466




OTHER NONCURRENT LIABILITIES	3,404

Total liabilities	12,752
Net assets	124,709

The summarized operating results of the VIE are as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net revenues	$	3,174	$	—	$	3,174	$	—
Operating income	827		—		827		—
Net income	828		—		828		—

Pro Forma Financial Information

The following table presents the estimated unaudited pro forma combined results of MediaCo and Estrella for the three and six months ended June 30, 2024 and 2023 as if the acquisition had occurred on January 1, 2023:


	Three Months Ended June 30, (unaudited)				Six Months Ended June 30, (unaudited)
	2024		2023		2024		2023
Net revenues	$	28,722	$	35,175	$	54,649	$	62,092
Loss from continuing operations before income taxes	(57,721)		(13,535)		(67,110)		(35,188)

The supplemental pro forma financial information has been prepared using the acquisition method of accounting and is based on the historical financial information of MediaCo and Estrella. The supplemental pro forma financial information does not necessarily represent what the combined companies’ revenue or results of operations would have been had the Estrella Acquisition been completed on January 1, 2023, nor is it intended to be a projection of future operating results of the combined company. It also does not reflect any operating efficiencies or potential cost savings that might be achieved from synergies of combining MediaCo and Estrella.

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The unaudited supplemental pro forma financial information reflects primarily pro forma adjustments related to fair value estimates for intangibles, property and equipment, debt, preferred stock, interest expense and amortization of deferred financing costs for the debt and preferred stock issuances to finance the Estrella Acquisition. The unaudited supplemental pro forma financial information includes transaction charges associated with the Estrella Acquisition. There are no material, nonrecurring pro forma adjustments directly attributable to the Estrella Acquisition included in the reported pro forma revenue and loss from continuing operations before income taxes.

4. INTANGIBLE ASSETS

As of June 30, 2024 and December 31, 2023, intangible assets consisted of the following:


	June 30, 2024		December 31, 2023
Indefinite-lived intangible assets
FCC licenses	$	175,476	$	63,266
Goodwill	14,878		—
Definite-lived intangible assets
Customer relationships	14,895		—
Favorable leasehold interests	12,962		—

Software	1,311		1,327
Other	44		—
Total definite-lived intangible assets	$	29,212	$	1,327

Total noncurrent other intangible assets, net and goodwill	$	219,566	$	64,593

Valuation of Indefinite-lived Broadcasting Licenses

In accordance with ASC Topic 350, Intangibles—Goodwill and Other, the Company’s FCC licenses are considered indefinite-lived intangibles; therefore, they are not subject to amortization, but are tested for impairment at least annually as discussed below.

The carrying amounts of the Company’s FCC licenses were $175.5 million and $63.3 million as of June 30, 2024 and December 31, 2023, respectively. Pursuant to our accounting policy and the provisions of ASC350-30, which states that separately recorded indefinite-lived intangible assets should be combined into a single unit of accounting for purposes of testing for impairment if they are operated as a single asset, we aggregate FCC licenses for impairment testing if their signals are simulcast and are operating as one revenue producing asset.

The stations perform an annual impairment test of indefinite-lived intangibles as of October 1 of each year. When indicators of impairment are present, we will perform an interim impairment test. There have been no indicators of impairment since we performed our annual impairment assessment as of October 1, 2023 and therefore there has been no need to perform an interim impairment assessment. The FCC licenses consolidated with the Estrella VIE were recorded at fair value as part of the Estrella Acquisition. Future impairment tests may result in additional impairment charges in subsequent periods.

Fair value of our FCC licenses is estimated to be the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To determine the fair value of our FCC licenses, the Company considers both income and market valuation methods when it performs its impairment tests. Under the income method, the Company projects cash flows that would be generated by its unit of accounting assuming the unit of accounting was commencing operations in its market at the beginning of the valuation period. This cash flow stream is discounted to arrive at a value for the FCC licenses. The Company assumes the competitive situation that exists in its market remains unchanged, with the exception that its unit of accounting commenced operations at the beginning of the valuation period. In doing so, the Company extracts the value of going concern and any other assets acquired, and strictly values the FCC licenses.

Major assumptions involved in this analysis include market revenue, market revenue growth rates, unit of accounting audience share, unit of accounting revenue share and discount rate. Each of these assumptions may change in the future based upon changes in general economic conditions, audience behavior, consummated transactions, and numerous other variables that may be beyond our control. The projections incorporated into our license valuations take into consideration then current economic conditions. Under the market method, the Company uses recent sales of comparable radio or television stations for which the sales value appeared to be concentrated entirely in the value of the license, to arrive at an indication of fair value. When evaluating our radio and television broadcasting licenses for impairment, the testing is performed at the unit of accounting level as determined by ASC Topic 350-30-35. In our case, radio stations in a geographic market cluster are considered a single unit of accounting.

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Valuation of Goodwill

As a result of the Estrella Acquisition, the Company recorded $14.9 million of goodwill, which accounts for all goodwill on the condensed consolidated balance sheet as of June 30, 2024, and of which $4.5 million is allocated to our Estrella MediaCo Video & Digital segment and $10.4 million is allocated to our Estrella MediaCo Audio, Digital & Events segment. ASC Topic 350-20-35 requires the Company to test goodwill for impairment at least annually. Under ASC 350 we have the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value as a basis for determining whether it is necessary to perform an annual quantitative goodwill impairment test. We will perform this assessment annually as of October 1, unless indicators of impairment exist at an interim period. There were no indicators of impairment for the current period.

When performing a quantitative assessment for impairment, the Company intends to use a market approach to determine the fair value of each reporting unit by multiplying the cash flows of the reporting unit by an estimated market multiple. We believe this methodology for valuing our reporting units is a common approach and the multiples we intend to use will be based on our peer comparisons, analyst reports, and market transactions. To corroborate the fair values determined using the market approach, we intend to also use an income approach, which is a discounted cash flow method to determine the fair value of each reporting unit. If the carrying value of a reporting unit’s goodwill exceeds its fair value, the Company will recognize an impairment charge equal to the difference in the statement of operations.

Definite-lived intangibles

The following table presents the weighted-average useful life at June 30, 2024, and the gross carrying amount and accumulated amortization at June 30, 2024 and December 31, 2023, for our definite-lived intangible assets:


		June 30, 2024						December 31, 2023
	Weighted Average Remaining Useful Life (in years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Customer relationships	3.8	$	15,572	$	677	$	14,895	$	—	$	—	$	—
Favorable leasehold interests	34.8	13,039		77		12,962		—		—		—

Software	3.9	1,733		422		1,311		1,583		256		1,327
Other	0.8	56		12		44		—		—		—
Total		$	30,400	$	1,188	$	29,212	$	1,583	$	256	$	1,327

The software was developed internally by our radio operations and represents our updated website and mobile application, which offer increased functionality and opportunities to grow and interact with our audience. This software cost $1.7 million to develop and useful lives of five years and seven years were assigned to the application and website, respectively. The customer relationships, favorable leasehold interests, and a time brokerage agreement were acquired as part of the Estrella Acquisition.

Total amortization expense from definite-lived intangible assets for each of the three and six months ended June 30, 2024 and 2023 and included in the depreciation and amortization line item in the condensed consolidated statements of operations was as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Amortization expense	$	852	$	67	$	932	$	135

The Company estimates amortization expense each of the next five years as follows:


Year ending December 31,	Amortization Expense
2024 (from July 1)	$	2,013
2025	3,679
2026	3,093
2027	2,524
2028	1,943
After 2028	15,960
Total	$	29,212

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5. REVENUE

The Company generates revenue from the sale of services including, but not limited to: (i) on-air commercial broadcast time, (ii) non-traditional revenues including event-related revenues and event sponsorship revenues, and (iii) digital advertising. Payments received from advertisers before the performance obligation is satisfied are recorded as deferred revenue. Certain network sales contracts include a guaranteed number of impressions. If the guarantee is not met the Company is obligated to provide additional spots at no charge until the guaranteed number of impressions is met, referred to as a makegood liability. The liability for each contract is calculated by determining the cost per guarantee per the original contract, multiplied by the number of under-delivered impressions. As of June 30, 2024, the makegood liability assumed in the Estrella Acquisition was $8.5 million and is presented in Deferred revenue on the condensed consolidated balance sheets as is expected to be recognized over four years. We do not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. Advertising revenues presented in the condensed consolidated financial statements are reflected on a net basis, after the deduction of advertising agency fees, usually at a rate of 15% of gross revenues.

Spot Advertising

On-air spot broadcast revenue is recognized when or as performance obligations under the terms of a contract with a customer are satisfied. This typically occurs over the period of time that advertisements are provided, or as an event occurs. On-air spot broadcast advertising rates are fixed based on each medium’s ability to attract audiences in demographic groups targeted by advertisers and rates can vary based on the time of day and ratings of the programming airing in that day part. Revenues are reported at the amount the Company expects to be entitled to receive under the contract. Payments received from advertisers before the performance obligation is satisfied are recorded as deferred revenue in the condensed consolidated balance sheets.

Digital

Digital revenue relates to revenue generated from the sale of digital marketing services (including display advertisements and video pre-roll and sponsorships) to advertisers on Company-owned websites and applications as well as through third party publishers either through direct relationships with the publishers or through digital advertising exchanges. Digital revenues are generally recognized as the digital advertising is delivered.

Syndication

Syndication revenue relates to revenue generated from the sale of rights to broadcast shows we produce as well as revenues from syndicated shows we broadcast for a fee. Syndication revenues are generally recognized ratably over the term of the contract.

Events and Sponsorships

Events and Sponsorships revenue principally consists of ticket sales and sponsorship of events our stations conduct in their local market. These revenues are recognized when our performance obligations are fulfilled, which generally coincides with the occurrence of the related event.

Other

Other revenue includes trade revenue, network revenue, talent fee revenue and other revenue. The Company provides advertising broadcast time in exchange for certain products and services, including on-air radio and television programming. These trade arrangements generally allow the Company to preempt such bartered broadcast time in favor of advertisers who purchase time for cash consideration. These trade arrangements are valued based upon the Company’s estimate of the fair value of the products and services received. Revenue is recognized on trade arrangements when we broadcast the advertisements. Advertisements delivered under trade arrangements are typically aired during the same period in which the products and services are consumed. The Company also sells certain remnant advertising inventory to third-parties for cash, and we refer to this as network revenue. The third-parties aggregate our remnant inventory with other broadcasters’ remnant inventory for sale to third parties, generally to large national advertisers. This network revenue is recognized as we broadcast the advertisements. Talent fee revenue are fees earned for appearances by our on-air talent, which is recognized when our performance obligations are fulfilled, which generally coincides with the occurrence of the related appearance. Other revenue is comprised of brand integrations, custom on-air shows, or other amounts earned that do not fit in any other category and are recognized when our performance obligations are fulfilled.

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Disaggregation of revenue

Due to the Estrella Acquisition, the Company now reports its results in three reportable segments: Estrella MediaCo Video & Digital (“EM-VD”), Estrella MediaCo Audio, Digital & Events (“EM-ADE”), and NY Audio, Digital & Events (“NY-ADE”). The following table presents the Company’s revenues disaggregated by revenue source and segment.


	Three Months Ended June 30,								Six Months Ended June 30,
	2024		% of Total		2023		% of Total		2024		% of Total		2023		% of Total
Revenue by Source:
EM-VD	$	5,800	22.1	%	$	—	—	%	$	5,800	17.6	%	$	—	—	%
EM-ADE	6,951		26.5	%	—		—	%	6,951		21.1	%	—		—	%
NY-ADE	4,961		18.9	%	4,912		40.7	%	9,309		28.3	%	9,681		49.9	%
Spot Advertising	17,712		67.5	%	4,912		40.7	%	22,060		67.0	%	9,681		49.9	%
EM-VD	2,496		9.5	%	—		—	%	2,496		7.6	%	—		—	%
EM-ADE	149		0.6	%	—		—	%	149		0.5	%	—		—	%
NY-ADE	764		2.9	%	1,471		12.2	%	1,626		4.9	%	2,445		12.6	%
Digital	3,409		13.0	%	1,471		12.2	%	4,271		13.0	%	2,445		12.6	%

EM-ADE	95		0.4	%	—		—	%	95		0.3	%	—		—	%
NY-ADE	593		2.3	%	605		5.0	%	1,191		3.6	%	1,210		6.2	%
Syndication	688		2.7	%	605		5.0	%	1,286		3.9	%	1,210		6.2	%
EM-VD	63		0.2	%	—		—	%	63		0.2	%	—		—	%
EM-ADE	485		1.9	%	—		—	%	485		1.5	%	—		—	%
NY-ADE	1,566		6.0	%	4,472		37.0	%	1,687		5.1	%	4,628		23.8	%
Events and Sponsorships	2,114		8.1	%	4,472		37.0	%	2,235		6.8	%	4,628		23.8	%
EM-VD	630		2.4	%	—		—	%	630		1.9	%	—		—	%
EM-ADE	792		3.0	%	—		—	%	792		2.4	%	—		—	%
NY-ADE	857		3.3	%	620		5.1	%	1,634		5.0	%	1,451		7.5	%
Other	2,279		8.7	%	620		5.1	%	3,056		9.3	%	1,451		7.5	%
Total net revenues	$	26,202	100	%	$	12,080	100	%	$	32,908	100	%	$	19,415	100	%

6. LONG-TERM DEBT, WARRANTS, AND SERIES B PREFERRED STOCK

Long-term debt, Warrant shares, and Series B Preferred Stock was comprised of the following at June 30, 2024 and December 31, 2023. The Emmis Convertible Promissory Note (as defined below) was classified as current at June 30, 2024 and December 31, 2023 as the note matures within the next 12 months.


	June 30, 2024		December 31, 2023
Emmis Convertible Promissory Note	$	6,458	$	6,458
First Lien Term Loans	40,000		—
Second Lien Term Loan	26,904		—
Less: Current maturities	(6,458)		(6,458)
Less: Unamortized original issue discount and deferred financing costs	(2,889)		—
Total long-term debt, net of current portion	$	64,015	$	—

Warrant Shares	$	101,542	$	—
Series B Preferred Stock	$	33,547	$	—

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Emmis Convertible Promissory Note

The Emmis Convertible Promissory Note carries interest at a base rate equal to the interest on any senior credit facility, including any applicable paid in kind rate, or if no senior credit facility is outstanding, of 6.00%, plus an additional 1.00% on any payment of interest in kind and, without regard to whether the Company pays such interest in kind, an additional increase of 1.00% following the second anniversary of the date of issuance and additional increases of 1.00% following each successive anniversary thereafter. The Company has been accruing interest since inception using the rate applicable if the interest will be paid in kind. The Emmis Convertible Promissory Note is convertible, in whole or in part, into MediaCo Class A common stock at the option of Emmis and at a strike price equal to the thirty-day volume weighted average price of the MediaCo Class A common stock on the date of conversion. The Emmis Convertible Promissory Note matures on November 25, 2024. As of June 30, 2024, the principal balance outstanding under the Emmis Convertible Promissory Note was $6.5 million.

First Lien Term Loans

MediaCo and its direct and indirect subsidiaries entered into a maximum $45.0 million First Lien Credit Agreement, with White Hawk Capital Partners, LP, as term agent thereunder, and the lenders party thereto. Under the terms of the First Lien Credit Agreement, MediaCo received an Initial Loan of $35.0 million on April 17, 2024 and was provided with a subsequent delayed draw facility of up to $10.0 million that may be provided for additional working capital purposes under certain conditions. A delayed draw of $5.0 million was made on May 2, 2024. The proceeds of the Initial Loan were used to finance the Estrella Acquisition, pay off certain existing Estrella indebtedness in connection therewith and pay related fees and transaction costs. The Initial Loan will mature on April 17, 2029, and each Delayed Draw Term Loan will mature on the date that is two years after the drawing of such Delayed Draw Term Loan. First Lien Term Loans will be subject to monthly interest payments at a rate of SOFR + 6.00%. Beginning May 2027, monthly amortization payments are required equal to 0.8333% of the initial principal amount of the First Lien Term Loans. The First Lien Term Loans are subject to a borrowing base in accordance with the terms of the First Lien Credit Agreement.

Second Lien Term Loan

MediaCo and its direct and indirect subsidiaries entered into a $30.0 million second lien term loan credit facility, dated April 17, 2024, with HPS as term agent, and the lenders party thereto. Under the terms of the Second Lien Credit Agreement, MediaCo was deemed to receive the Second Lien Term Loan of $30.0 million on April 17, 2024 in connection with the consummation of the Estrella Acquisition and was recorded at its fair value at that time of $26.5 million. This amount will be accreted up to the principal balance over the term of the loan. The Second Lien Term Loan will mature on April 17, 2029 and will be subject to monthly interest payments at a rate of SOFR + 6.00%, of which the 6.00% may be paid in-kind (“PIK”) at the Company’s election. During the second quarter of 2024, the Company elected to PIK the 6.00% spread monthly. The Second Lien Term Loans are subject to a borrowing base in accordance with the terms of the Second Lien Credit Agreement.

Series B Preferred Stock

On April 17, 2024, MediaCo issued 60,000 shares of Series B Preferred Stock with an aggregate initial liquidation value of $60.0 million, recorded at its fair value at that time of $32.0 million, which will be accreted up to the redemption value balance over the term. The Series B Preferred Stock rank senior and in priority of payment to all other equity securities of MediaCo, including with respect to any repayment, redemption, distributions, bankruptcy, insolvency, liquidation, dissolution or winding-up. Pursuant to the Series B Articles of Amendment, the ability of MediaCo to make distributions with respect to, or make a liquidation payment on, any other class of capital stock in the Company designated to be junior to, or on parity with, the Series B Preferred Stock, will be subject to certain restrictions. Issued and outstanding shares of Series B Preferred Stock will accrue dividends, payable in kind, at an annual rate equal to 6.00% of the liquidation value thereof, subject to increase upon the occurrence of certain trigger events set forth in the Series B Articles of Amendment. The Series B Preferred Stock is not convertible into any other equity securities of the Company. As the Series B Preferred Stock is mandatorily redeemable after seven years and does not contain an equity conversion option, it is classified as a long-term liability.

Warrant Shares

On April 17, 2024, in connection with the Estrella Acquisition, MediaCo issued the Warrant, which provides for the purchase of up to 28,206,152 shares of Class A common stock, subject to customary adjustments as set forth in the Warrant, at an exercise price per share of $0.00001. Subject to certain limitations, the Warrant also provides that the Warrant holder has the right to participate in distributions on Class A common stock on an as-exercised basis. The Warrant further provides that in no event shall the aggregate number of Warrant Shares issuable to the Warrant holder upon exercise of the Warrant exceed 19.9% of the aggregate number of shares of common stock of MediaCo outstanding (the “Share Cap”), or the voting power of such outstanding shares of common stock, on the business day immediately preceding the issue date for such Warrant Shares, calculated in accordance with the applicable rules of the Nasdaq, unless and until shareholder approval. As such, all Warrant Shares are classified as a liability at their fair value based on the closing price of MediaCo Class A common stock unless and until shareholder approval is obtained. Changes in fair value are recorded in change in fair value of warrant shares liability in the condensed consolidated statements of operations. The Warrant terminates six-months from the date shareholder approval is obtained, at which point, to the extent not fully exercised, the Warrant shall be deemed automatically exercised.

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Based on amounts outstanding at June 30, 2024, mandatory principal payments of long-term debt and preferred stock for the next five years and thereafter are summarized below:


Year ended December 31,	Emmis Note		First Lien Term Loans		Second Lien Term Loan		Series B Preferred Stock		Total Payments
Remainder of 2024 (from July 1)	$	6,458	$	—	$	—	$	—	$	6,458
2025	—		—		—		—		—
2026	—		5,000		—		—		5,000
2027	—		2,333		—		—		2,333
2028	—		3,500		—		—		3,500
After 2028	—		29,167		30,000		60,000		119,167
Total	$	6,458	$	40,000	$	30,000	$	60,000	$	136,458

7. REGULATORY, LEGAL AND OTHER MATTERS

From time to time, our stations are parties to various legal proceedings arising in the ordinary course of business. In the opinion of management of the Company, however, there are no legal proceedings pending against the Company that we believe are likely to have a material adverse effect on the Company.

On September 15, 2023, the Company received a notification letter from the Nasdaq Listing Qualifications Department (the “Staff”) notifying the Company that, because the closing bid price for the Company's Class A common stock was below $1.00 for 30 consecutive business days, the Company no longer met the minimum bid price requirement for continued listing on The Nasdaq Capital Market under Nasdaq Marketplace Rule 5550(a)(2), requiring a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”).

In accordance with Nasdaq Listing Rule 5810(c)(3)(A)(ii), the Company was given 180 calendar days, or until March 13, 2024, to regain compliance with the Minimum Bid Price Requirement. The Company did not achieve compliance during that period. On March 14, 2024, the Company received a notification letter from the Staff notifying the Company that that it had been granted an additional 180 days, or until September 9, 2024, to regain compliance with the Minimum Bid Price Requirement, based on meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on The Nasdaq Capital Market with the exception of the bid price requirement, and the Company’s written notice of its intention to cure the deficiency during the second compliance period.

On April 17, 2024, the Company received a notification letter from the Staff indicating that the Company has regained compliance with Nasdaq’s Minimum Bid Price Requirement and the matter is closed.

On August 20, 2024, the Company received a notification letter from the Staff of the Nasdaq notifying the Company that it was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”) as a result of its failure to timely file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 (the “Q2 2024 Form 10-Q”), as described more fully in the Company’s Form 12b-25 Notification of Late Filing (the “Form 12b-25”) filed with the Securities and Exchange Commission (the “SEC”) on August 14, 2024. The Listing Rule requires Nasdaq-listed companies to timely file all required periodic reports with the SEC.

The Notice indicates that the Company has until October 21, 2024 to submit a plan to regain compliance with the Listing Rule with respect to the delinquent filing, and indicates that any additional Nasdaq Staff exception to allow the Company to regain compliance with the delinquent filing will be limited to a maximum of 180 calendar days from the due date of the Q2 2024 Form 10-Q (as extended pursuant to Rule 12b-25 under the Securities Exchange Act of 1934, as amended), or February 17, 2025. The Company intends to submit a compliance plan to Nasdaq and take the necessary steps to regain compliance with the Listing Rule as soon as practicable.

As described in the Form 12b-25, the filing of the Q2 2024 Form 10-Q was delayed due to delays in finalizing financial statements for the quarter ended June 30, 2024 related to the inclusion in the results for such period of the operations of the business acquired in the Estrella Acquisition, which delay could not be eliminated without unreasonable effort or expense. Receipt of the Notice has no immediate effect on the listing of MediaCo’s Class A common stock, which will continue to trade on The Nasdaq Capital Market under the symbol “MDIA” at this time.

8. INCOME TAXES

The effective tax rate for the six months ended June 30, 2024 and 2023 was 1% and 7%, respectively. Our effective tax rate for the six months ended June 30, 2024 differs from the statutory tax rate primarily due to the recognition of additional valuation allowance.

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ASC paragraph 740-10 clarified the accounting for uncertainty in income taxes by prescribing a recognition threshold and measurement attribute of the financial statement recognition and measurement of a tax position taken or expected to be taken within a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest benefit that reaches greater than 50% likelihood of being realized upon ultimate settlement. In 2023, we recorded approximately $390 thousand of gross tax liability for uncertain tax positions related to federal and state income tax returns filed. Additionally, we recognize accrued interest and penalties related to unrecognized tax benefits as components of our income tax provision. As of June 30, 2024, the amount of interest accrued was approximately $43 thousand, which did not include the federal tax benefit of interest deductions.

9. LEASES

We determine if an arrangement is a lease at inception. We have operating leases for office space and tower space expiring at various dates through December 2047 and finance leases for broadcast tower space expiring in March 2029. Some leases have options to extend and some have options to terminate. Operating leases are included in lease right-of-use assets, current operating lease liabilities, and noncurrent operating lease liabilities in our condensed consolidated balance sheets. Finance leases are included in lease right-of-use assets, current finance lease liabilities, and noncurrent finance lease liabilities in our condensed consolidated balance sheets.

Lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Lease assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate if it is readily determinable. Our lease terms may include options to extend or terminate the lease, which we treat as exercised when it is reasonably certain and there is a significant economic incentive to exercise that option.

Operating lease expense for operating lease assets is recognized on a straight-line basis over the lease term. Finance lease expense is composed of the depreciation of the lease asset and accretion of the lease liability and presented as part of Depreciation and amortization expense and Interest expense, respectively, in the condensed consolidated statements of operations. Variable lease payments, which represent lease payments that vary due to changes in facts or circumstances occurring after the commencement date other than the passage of time, are expensed in the period in which the obligation for these payments was incurred. None of our leases contain variable lease payments.

We elected not to apply the recognition requirements of ASC 842, Leases, to short-term leases, which are deemed to be leases with a lease term of twelve months or less. Instead, we recognized lease payments in the condensed consolidated statements of operations on a straight-line basis over the lease term and variable payments in the period in which the obligation for these payments was incurred. We elected this policy for all classes of underlying assets. Short-term lease expense recognized in the three and six months ended June 30, 2024 and 2023 was not material.

On November 18, 2022, the Company entered into a lease agreement in New York City for our radio operations and corporate offices with a lease commencement date of February 1, 2023 and a noncancellable lease term through October 2039. This resulted in a right of use asset of $10.4 million and an operating lease liability of $10.4 million when recorded at lease commencement.

The impact of operating leases to our condensed consolidated financial statements was as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Operating lease cost	$	1,773	$	1,107	$	2,407	$	2,059
Operating cash flows from operating leases	1,263		938		1,543		1,688
Right-of-use assets obtained in exchange for new operating lease liabilities	—		—		—		10,391


	June 30, 2024		December 31, 2023
Weighted average remaining lease term - operating leases (in years)	13.1		14.0
Weighted average discount rate - operating leases	11.6	%	11.4	%

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The impact of finance leases to our condensed consolidated financial statements was as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Finance lease cost	$	199	$	—	$	199	$	—
Cash flows from finance leases	124		—		124		—


	June 30, 2024		December 31, 2023
Weighted average remaining lease term - finance leases (in years)	4.8		0.0
Weighted average discount rate - finance leases	11.3	%	—	%

As of June 30, 2024, the annual minimum lease payments of our operating lease liabilities were as follows:


Year ending December 31,
2024 (from July 1)	$	3,331
2025	6,975
2026	7,501
2027	7,071
2028	7,027
After 2028	67,671
Total lease payments	99,576
Less imputed interest	(52,553)
Total recorded operating lease liabilities	$	47,023

As of June 30, 2024, the annual minimum lease payments of our finance lease liabilities were as follows:


Year ending December 31,
2024 (from July 1)	$	373
2025	768
2026	799
2027	831
2028	864
After 2028	218
Total lease payments	3,853
Less imputed interest	(878)
Total recorded finance lease liabilities	$	2,975

10. RELATED PARTY TRANSACTIONS

Transaction Agreement with Emmis and SG Broadcasting

On June 28, 2019, MediaCo entered into a Contribution and Distribution Agreement with Emmis Communications Corporation (“Emmis”) and SG Broadcasting, pursuant to which (i) Emmis contributed the assets of its radio stations WQHT-FM and WBLS-FM, in exchange for $91.5 million in cash, a $5.0 million note and 23.72% of the common stock of MediaCo, (ii) Standard General purchased 76.28% of the common stock of MediaCo, and (iii) the common stock of MediaCo received by Emmis was distributed pro rata in a taxable dividend to Emmis’ shareholders on January 17, 2020. The common stock of MediaCo acquired by Standard General is entitled to ten votes per share and the common stock acquired by Emmis and distributed to Emmis’ shareholders is entitled to one vote per share.

Convertible Promissory Notes

As a result of the transaction described above, on November 25, 2019, we issued a convertible promissory note to Emmis (such note, the “Emmis Convertible Promissory Note”) in the amount of $5.0 million. Through December 31, 2022, there were annual interest amounts paid in kind on the Emmis Convertible Promissory Note such that the principal balances outstanding as of December 31, 2022 was $6.0 million.

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For the year ended December 31, 2023, interest of $0.5 million was paid-in-kind and added to the principal balance outstanding. Consequently, the principal amount outstanding as of December 31, 2023 and June 30, 2024 under the Emmis Convertible Promissory Note was $6.5 million.

The Company recognized interest expense of $0.4 million and $0.3 million related to the Emmis Convertible Promissory Note for the six months ended June 30, 2024 and 2023, respectively.

The terms of the Emmis Convertible Promissory Note are described in Note 6.

Convertible Preferred Stock

On December 13, 2019, in connection with the purchase of our Outdoor Advertising segment, the Company issued to SG Broadcasting 220,000 shares of MediaCo Series A preferred stock. In April 2024, all outstanding shares of Series A preferred stock were converted in accordance with their terms into 20.7 million shares of MediaCo Class A common stock.

Prior to being converted, the MediaCo Series A preferred stock ranked senior in preference to the MediaCo Class A common stock, MediaCo Class B common stock, and the MediaCo Class C common stock. Pursuant to the Articles of Amendment that established the terms of the Series A preferred stock, issued and outstanding shares of MediaCo Series A preferred stock accrued cumulative dividends, payable in kind, at an annual rate equal to the interest rate on any senior debt of the Company (see Note 6), or if no senior debt is outstanding, 6%, plus additional increases of 1% on December 12, 2020 and each anniversary thereof. On December 13, 2022, dividends of $3.4 million were paid in kind. The payment in kind increased the accrued value of the preferred stock and 80,000 additional shares were issued as part of this payment.

Dividends on Series A Convertible Preferred Stock held by SG Broadcasting were $0.9 million and $1.2 million, respectively, for the six months ended June 30, 2024 and 2023. As December 31, 2023, unpaid cumulative dividends were $0.2 million and included in the balance of preferred stock in the accompanying condensed consolidated balance sheets.

Consulting Agreements & Other Activity

In October 2023, we entered into agreements with five consultants that are currently employed by affiliates of Standard General. One of the agreements had a term that expired on February 1, 2024 and was billed at an hourly rate of $125 per hour. One of the agreements, billed at a rate of $8,400 per month expired on May 31, 2024. Two of the agreements billed at rates of $6,000 and $12,000 per month were extended through September 30, 2024. One agreement may be terminated at any time by either party and is billed at $18,000 per month, plus expenses. For the six months ended June 30, 2024, $0.3 million of fees were incurred related to these agreements.

In March 2024, we made payments of $15,000 to the National Association of Investment Companies, of which a member of our board of directors is the President & CEO.

11. SEGMENT INFORMATION

The results of the EstrellaTV network and all of the Estrella MediaCo television operations, including digital, are included in our EM-VD segment. The Estrella MediaCo radio, digital and events operations are included in our EM-ADE segment. The operations of our two New York radio stations are included in our NY-ADE segment.

These business segments are consistent with the Company’s management of these businesses and its financial reporting structure in development after the acquisition.

In addition to the reportable segments above, the Company has a Corporate and Other category that includes expenses not directly attributable to a specific reportable segment. These unallocated expenses primarily consist of broad corporate functions, including executive management, legal, human resources, corporate accounting and finance, and technology.

Revenue and operating income (loss) by reportable segment, and corporate and other, and the reconciliation to consolidated income (loss) from continuing operations before income taxes were as follows for the three and six months ended June 30, 2024 and 2023:

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Three Months Ended June 30, 2024	EM-VD		EM-ADE		NY-ADE		Corporate and other		Consolidated
Net revenues	$	8,989	$	8,472	$	8,741	$	—	$	26,202
Operating expenses excluding depreciation and amortization expense	15,570		9,398		9,679		—		34,647
Corporate expenses	—		—		—		3,445		3,445
Depreciation and amortization	1,014		279		138		—		1,431
Loss on disposal of assets	—		5		—		—		5
Operating (loss) income	$	(7,595)	$	(1,210)	$	(1,076)	$	(3,445)	$	(13,326)


Three Months Ended June 30, 2023	EM-VD		EM-ADE		NY-ADE		Corporate and other		Consolidated
Net revenues	$	—	$	—	$	12,080	$	—	$	12,080
Operating expenses excluding depreciation and amortization expense	—		—		11,046		—		11,046
Corporate expenses	—		—		—		1,002		1,002
Depreciation and amortization	—		—		148		—		148

Operating income (loss)	$	—	$	—	$	886	$	(1,002)	$	(116)


Six Months Ended June 30, 2024	EM-VD		EM-ADE		NY-ADE		Corporate and other		Consolidated
Net revenues	$	8,989	$	8,472	$	15,447	$	—	$	32,908
Operating expenses excluding depreciation and amortization expense	15,570		9,398		16,329		—		41,297
Corporate expenses	—		—		—		6,835		6,835
Depreciation and amortization	1,014		279		271		—		1,564
Loss on disposal of assets	—		5		—		—		5
Operating (loss) income	$	(7,595)	$	(1,210)	$	(1,153)	$	(6,835)	$	(16,793)


Six Months Ended June 30, 2023	EM-VD		EM-ADE		NY-ADE		Corporate and other		Consolidated
Net revenues	$	—	$	—	$	19,415	$	—	$	19,415
Operating expenses excluding depreciation and amortization expense	—		—		18,283		—		18,283
Corporate expenses	—		—		—		2,886		2,886
Depreciation and amortization	—		—		307		—		307
Gain on disposal of assets	—		—		(39)		—		(39)
Operating income (loss)	$	—	$	—	$	864	$	(2,886)	$	(2,022)

Assets by reportable segment were as follows:


	June 30, 2024		December 31, 2023
Assets
EM-VD	$	80,094	$	—
EM-ADE	163,897		—
NY-ADE	94,654		95,491

Total	$	338,645	$	95,491

12. SUBSEQUENT EVENTS

In July 2024, the Company drew $5.0 million of the Delayed Draw Term Loan, making the facility fully utilized.

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In September 2024, the Company entered into the First Amendment of the First Lien Credit Agreement, with White Hawk Capital Partners, LP, which provides for $7.5 million of additional Delayed Draw Term Loan Commitments for Delayed Draw Term Loans, and waives the requirement for mandatory prepayment of any net proceeds received as a result of any equity issuances, up to $7.3 million.

There were no other subsequent events other than the Nasdaq notice received in August 2024 as discussed in Note 7.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Note: Certain statements included in this report or in the financial statements contained herein that are not statements of historical fact, including but not limited to those identified with the words “expect,” “should,” “will” or “look” are intended to be, and are, by this Note, identified as “forward-looking statements,” as defined in the Securities Exchange Act of 1934, as amended. Such statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future result, performance or achievement expressed or implied by such forward-looking statement. Such factors include, among others:

•Potential conflicts of interest with SG Broadcasting and our status as a “controlled company”;

•Our ability to operate as a standalone public company and to execute on our business strategy;

•Our ability to compete with, and integrate into our operations, new media channels, such as digital video, live video streaming, YouTube, and other real-time media delivery;

•Our ability to continue to sell advertising time or exchange advertising time for goods or services;

•Our ability to use market research, advertising and promotions to attract and retain audiences;

•U.S. regulatory requirements for owning and operating media broadcasting channels and our ability to maintain regulatory licenses granted by the FCC;

•Pending U.S. regulatory requirements for paying royalties to performing artists;

•Industry and economic trends within the U.S. radio and television industry, generally, and in the markets in which we operate, in particular;

•Our ability to successfully attract and retain on-air talent;

•Our ability to successfully produce and distribute on-air programming;

•Our ability to maintain and expand distribution platforms and station affiliations;

•Our ability to finance our operations or to obtain financing on terms that are favorable to MediaCo;

•Our ability to successfully complete and integrate acquisitions, including the recent transactions with Estrella Broadcasting, Inc. and any future acquisitions;

•The accuracy of management’s estimates and assumptions on which the Company’s financial projections are based; and

•Other factors mentioned in documents filed by the Company with the Securities and Exchange Commission.

For a more detailed discussion of these and other risk factors, see the Risk Factors section of our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on April 1, 2024. MediaCo does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.

GENERAL

We own and operate two radio stations located in New York City, which serve the New York City demographic market area that primarily targets Black, Hispanic, and multi-cultural consumers, and as a result of the Estrella Acquisition, Estrella’s network, content, digital, and commercial operations, including network affiliation and program supply agreements with Estrella for its 11 radio stations serving Los Angeles, CA, Houston, TX, and Dallas, TX and nine television stations serving Los Angeles, CA, Houston, TX, Denver, CO, and Miami, FL Among the Estrella brands that joined MediaCo are the EstrellaTV network and its influential linear and digital video content business and Estrella’s expansive digital channels, including its four FAST channels - EstrellaTV, Estrella News, Cine EstrellaTV, and Estrella Games - and the EstrellaTV app. See Note 3 — Business Combinations in our condensed consolidated financial statements included elsewhere in this report for additional information on the Estrella Acquisition.

We derive our revenues primarily from radio, television and digital advertising sales, but we also generate revenues from events, including sponsorships and ticket sales, licensing, and syndication. Our revenues are mostly affected by the advertising rates our entities charge, as advertising sales are the primary component of our consolidated revenues. These rates are in large part based on our stations’ ability to attract audiences in demographic groups targeted by their advertisers. The Nielsen Company generally measures radio station ratings weekly for markets measured by the Portable People Meter™ as well as providing television programming ratings services for the EstrellaTV network and the Estrella VIE local television stations. Because audience ratings in a station’s local market are critical to the station’s financial success, our strategy is to use market research, advertising and promotion to attract and retain audiences in each station’s chosen demographic target group.

Our revenues vary throughout the year. Revenue and operating income are usually lowest in the first calendar quarter, partly because retailers cut back their advertising spending immediately following the holiday shopping season.

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In addition to the sale of advertising time for cash, stations typically exchange advertising time for goods or services, which can be used by the station in its business operations. These barter transactions are recorded at the estimated fair value of the product or service received. We generally confine the use of such trade transactions to promotional items or services for which we would otherwise have paid cash. In addition, it is our general policy not to preempt advertising spots paid for in cash with advertising spots paid for in trade.

The following table summarizes the sources of our revenues from continuing operations for the three and six months ended June 30, 2024 and 2023. The category “Other” includes, among other items, revenues related to network revenues and barter.


(dollars in thousands)	Three Months Ended June 30,								Six Months Ended June 30,
	2024		% of Total		2023		% of Total		2024		% of Total		2023		% of Total
Net revenues:
Spot Advertising	$	17,712	67.5	%	$	4,912	40.7	%	$	22,060	67.0	%	$	9,681	49.9	%
Digital	3,409		13.0	%	1,471		12.2	%	4,271		13.0	%	2,445		12.6	%
Syndication	688		2.7	%	605		5.0	%	1,286		3.9	%	1,210		6.2	%
Events and Sponsorships	2,114		8.1	%	4,472		37.0	%	2,235		6.8	%	4,628		23.8	%
Other	2,279		8.7	%	620		5.1	%	3,056		9.3	%	1,451		7.5	%
Total net revenues	$	26,202			$	12,080			$	32,908			$	19,415

Roughly 20% of our expenses vary in connection with changes in revenue. These variable expenses primarily relate to costs in our sales department, such as salaries, commissions and bad debt. Our costs that do not vary as much in relation to revenue are mostly in our programming and general and administrative departments, such as talent costs, ratings fees, rents, utilities and salaries. Lastly, our costs that are highly discretionary are costs in our marketing and promotions department, which we primarily incur to maintain and/or increase our audience and market share.

KNOWN TRENDS AND UNCERTAINTIES

The U.S. traditional radio and television broadcasting industries are mature industries and their growth rate has stalled. Management believes this is principally the result of two factors: (i) new media, such as various media distributed via the Internet, telecommunication companies and cable interconnects, as well as social networks, have gained advertising share against radio, television and other traditional media and created a proliferation of advertising inventory and (ii) the fragmentation of the radio and television audiences and time spent listening and viewing caused by satellite radio, audio and video streaming services, and podcasts has led some investors and advertisers to conclude that the effectiveness of broadcast advertising has diminished.

Our stations have aggressively worked to harness the power of broadband and mobile media distribution in the development of emerging business opportunities by creating highly interactive websites with content that engages our audience, deploying mobile and television applications to stream our content, and harnessing the power of digital video on our websites, YouTube, and FAST channels.

The results of our NY Audio, Digital & Events segment broadcast operations are highly dependent on the results of our stations in the New York market. Some of our competitors that operate larger station clusters in the New York market are able to leverage their market share to extract a greater percentage of available advertising revenue through packaging a variety of advertising inventory at discounted unit rates. Market revenues in New York as measured by Miller Kaplan Arase LLP (“Miller Kaplan”), an independent public accounting firm used by the radio industry to compile revenue information, were up 3.5% for the six months ended June 30, 2024, as compared to the same period of the prior year. Our gross revenues reported to Miller Kaplan were down 15.9%, as compared to the same period of the prior year. The decreases for our New York Cluster were largely driven by lower spend in the media and financial sectors.

For Estrella MediaCo, as of June 27, 2024, local radio revenue was up 3% over the same period in 2023, while MAGNA, a leading global media investment and intelligence company, estimated the market would be down 6%. Local television revenue was down 22%, versus the MAGNA market estimate of down 12%. Audio network revenue was up 41%, versus the MAGNA market estimate of down 6%. Television network revenue was down 5% versus the MAGNA market estimate of down 6%. Digital revenue was up 48% versus the MAGNA market estimate of up 13%. In total, as of June 27, 2024, Estrella MediaCo’s revenue was up 3% over the same period in 2023, in contrast with MAGNA’s estimate for the total market being down 2.7%. According to Nielsen, from January to June 2024 the EstrellaTV network ratings were down 35% when compared to the same period in 2023, while Hispanic television viewing in general was down 19%. Local television ratings were down 18% in the same time period for the Estrella VIE television stations, while Hispanic television viewing in those markets was down 10%. Local radio ratings were up 3% for the Estrella VIE radio stations, while Spanish-language listenership in those markets was down 17%.

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As part of our business strategy, we continually evaluate potential acquisitions of businesses that we believe hold promise for long-term appreciation in value and leverage our strengths. We also regularly review our portfolio of assets and may opportunistically dispose of or otherwise monetize assets when we believe it is appropriate to do so.

MediaCo has been impacted by the rising interest rate environment in the financial markets, driving the interest accrued and paid on the Emmis Convertible Promissory Note to increase as well as providing uncertainty on our First Lien Term Loan and Second Lien Term Loan, which have variable interest rates. Although the Federal Reserve has left its benchmark rate steady since July 2023 and recently has indicated a bias in favor of eventually cutting its benchmark interest rate, it also has indicated that additional rate increases in the future may be necessary to mitigate inflationary pressures, and there can be no assurance that the Federal Reserve will not make upwards adjustments to the federal funds rate in the future.

CRITICAL ACCOUNTING ESTIMATES

We have considered information available to us as of the date of issuance of these financial statements and are not aware of any specific events or circumstances that would require an update to our estimates or judgments, or a revision to the carrying value of our assets or liabilities, except for those fair value estimates related to the Estrella Acquisition (see Note 3 — Business Combinations in our condensed consolidated financial statements included elsewhere in this report for additional information). Our estimates may change as new events occur and additional information becomes available. Our actual results may differ materially from these estimates.

A complete description of our critical accounting estimates is contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission on April 1, 2024. As a result of the Estrella Acquisition, we believe the following are new critical accounting estimates.

Acquisitions and Fair Value

We account for the assets acquired and liabilities assumed in an acquisition based on their respective fair values as of the acquisition date. The excess of the fair value of the consideration transferred over the fair value of the acquired net assets, when applicable, is recorded as goodwill.

The judgments made in determining estimated fair values assigned to assets acquired, liabilities assumed, and consideration transferred in a business combination, as well as estimated asset lives, can materially affect our condensed consolidated financial statements. The fair values of intangible assets are determined using information available at the acquisition date based on expectations and assumptions that are deemed reasonable by management. These fair value estimates require significant judgment with respect to market revenue, market growth rates, unit of accounting audience share, unit of accounting revenue share, the selection of appropriate discount rates, and other assumptions and estimates. Such estimates and assumptions are determined based upon our business plans, general economic conditions, audience behavior, and numerous other variables. Depending on the facts and circumstances, we may deem it necessary to engage an independent valuation expert to assist in valuing significant assets and liabilities.

Impairment of Indefinite-lived and Long-lived Assets

We review the carrying value of long-lived assets (both intangible and tangible) for potential impairment on a periodic basis and whenever events or changes in circumstances indicate the carrying value of an asset (or asset group) may not be recoverable. We identify impairment for indefinite-lived intangible assets by comparing the fair value to its carrying value using both a market approach and income approach. The fair value under the market approach is determined by multiplying the cash flows of the reporting unit by an estimated market multiple. The income approach is performed using a discounted cash flow method to determine the fair value of each reporting unit. If the carrying value of a reporting unit’s goodwill exceeds its fair value, the Company will recognize an impairment charge equal to the difference in the statement of operations

We identify impairment for long-lived assets by comparing the projected undiscounted cash flows to be generated by the asset (or asset group) to its carrying value. If an impairment is identified, a loss is recorded that is equal to the excess of the asset's carrying value over its fair value generally utilizing a discounted cash flow analysis, and the cost basis is adjusted.

Goodwill and indefinite-lived intangible assets are reviewed for impairment at least annually and when certain impairment indicators are present. We have historically performed our annual goodwill and indefinite-lived intangible asset impairment assessment as of October 1 each year.

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Significant management judgment is required in estimating fair values in our impairment reviews and in the creation of forecasts of future operating results that are used in the discounted cash flow method of valuation. These include, but are not limited to, estimates and assumptions regarding (1) our future cash flows, revenue, and other profitability measures such as EBITDA, (2) the long-term growth rate of our business, and (3) the determination of our weighted-average cost of capital, which is a factor in determining the discount rate. We make these judgments based on our historical experience, relevant market size, and expected industry trends. These assumptions are subject to change in future periods because of, among other things, additional information, financial information based on further historical experience, changes in competition, our investment decisions, and changes in macroeconomic conditions, including rising interest rates and inflation. A change in these assumptions or the use of alternative estimates and assumptions could have a significant impact on the estimated fair value and may expose us to impairment losses.

RESULTS OF OPERATIONS

Three-Month and Six-Month Periods Ended June 30, 2024 compared to June 30, 2023

The following discussion refers to the Company’s continuing operations. Following the Estrella Acquisition, our results of operations include three reportable segments: Estrella MediaCo Video & Digital (“EM-VD”), Estrella MediaCo Audio, Digital & Events (“EM-ADE”), and NY Audio, Digital & Events (“NY-ADE”). The results of EstrellaTV and all of the Estrella MediaCo television operations, including digital, are included in our EM-VD segment. The Estrella MediaCo radio, digital and events operations are included in our EM-ADE segment. The operations of our two New York radio stations are included in our NY-ADE segment. See Note 3 — Business Combinations in our condensed consolidated financial statements included elsewhere in this report for additional information on the Estrella Acquisition.

Net revenues:


	Three Months Ended June 30,								Six Months Ended June 30, 2024
(dollars in thousands)	2024		2023		$ Change		% Change		2024		2023		$ Change		% Change
EM-VD	$	8,989	$	—	$	8,989	n/a		$	8,989	$	—	$	8,989	n/a
EM-ADE	8,472		—		8,472		n/a		8,472		—		8,472		n/a
NY-ADE	8,741		12,080		(3,339)		(27.6)	%	15,447		19,415		(3,968)		(20.4)	%
Total	$	26,202	$	12,080	$	14,122	116.9	%	$	32,908	$	19,415	$	13,493	69.5	%

For our EM-VD and EM-ADE segments, net revenues increased for the three and six months ended June 30, 2024 due to the Estrella Acquisition.

For our NY-ADE segment, net revenues decreased for the three and six months ended June 30, 2024 driven by weaker sales for our annual Summer Jam concert as well as lower spend in the media, retail and beverages categories partially offset by stronger political and telecommunications spend.

We typically monitor the performance of our stations against the aggregate performance of the market in which we operate based on reports for the period prepared by Miller Kaplan. Miller Kaplan reports are generally prepared on a gross revenues basis and exclude revenues from trade and syndication arrangements. Miller Kaplan reported that gross revenues for the New York radio market increased 3.5% for the six-month period ended June 30, 2024, as compared to the same period of the prior year. Our gross revenues reported to Miller Kaplan were down 15.9% for the six-month period ended June 30, 2024, as compared to the same period of the prior year.

Operating expenses excluding depreciation and amortization expense:


(dollars in thousands)	Three Months Ended June 30,								Six Months Ended June 30, 2024
	2024		2023		$ Change		% Change		2024		2023		$ Change		% Change
EM-VD	$	15,570	$	—	$	15,570	n/a		$	15,570	$	—	$	15,570	n/a
EM-ADE	9,398		—		9,398		n/a		9,398		—		9,398		n/a
NY-ADE	9,679		11,046		(1,367)		(12.4)	%	16,329		18,283		(1,954)		(10.7)	%
Total	$	34,647	$	11,046	$	23,601	213.7	%	$	41,297	$	18,283	$	23,014	125.9	%

For our EM-VD and EM-ADE segments, operating expenses excluding depreciation and amortization expense increased for the three and six months ended June 30, 2024 due to the Estrella Acquisition.

For our NY Audio segment, operating expenses excluding depreciation and amortization expense decreased for the three and six months ended June 30, 2024 compared to the same period in the prior year due to lower production costs for our annual Summer Jam concert and lower lease costs as our new office lease commenced in February 2023 and the prior office lease did not terminate until the third quarter of 2023.

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Corporate expenses:


(dollars in thousands)	Three Months Ended June 30,								Six Months Ended June 30, 2024
(dollars in thousands)	2024		2023		$ Change		% Change		2024		2023		$ Change		% Change
Corporate expenses	$	3,445	$	1,002	$	2,443	243.8	%	$	6,835	$	2,886	$	3,949	136.8	%

Corporate expenses increased for the three and six months ended June 30, 2024 due to higher professional service fees driven by the Estrella Acquisition, partially offset by lower salary and stock based compensation expenses.

Depreciation and amortization:


(dollars in thousands)	Three Months Ended June 30,								Six Months Ended June 30, 2024
	2024		2023		$ Change		% Change		2024		2023		$ Change		% Change
EM-VD	$	1,014	$	—	$	1,014	n/a		$	1,014	$	—	$	1,014	n/a
EM-ADE	279		—		279		n/a		279		—		279		n/a
NY-ADE	138		148		(10)		(6.8)	%	271		307		(36)		(11.7)	%
Total	$	1,431	$	148	$	1,283	866.9	%	$	1,564	$	307	$	1,257	409.4	%

For our EM-VD and EM-ADE segments, depreciation and amortization expense increased for the three and six months ended June 30, 2024 due to the Estrella Acquisition.

For our NY Audio segment, depreciation and amortization expense decreased for the three and six months ended June 30, 2024 due to certain assets becoming fully depreciated in the prior year.

Loss (gain) on disposal of assets:


(dollars in thousands)	Three Months Ended June 30,							Six Months Ended June 30, 2024
	2024		2023		$ Change		% Change	2024		2023		$ Change		% Change

EM-ADE	$	5	$	—	$	5	n/a	$	5	$	—	$	5	n/a
NY-ADE	—		—		—		n/a	—		(39)		39		(100.0)	%
Total	$	5	$	—	$	5	n/a	$	5	$	(39)	$	44	(112.8)	%

The gain on disposal of assets for the six months ended June 30, 2023 related to the sale of vehicles in the first quarter of 2023, while there were minimal disposals in the current year.

Operating loss:


(dollars in thousands)	Three Months Ended June 30,								Six Months Ended June 30, 2024
	2024		2023		$ Change		% Change		2024		2023		$ Change		% Change
EM-VD	$	(7,595)	$	—	$	(7,595)	n/a		$	(7,595)	$	—	$	(7,595)	n/a
EM-ADE	(1,210)		—		(1,210)		n/a		(1,210)		—		(1,210)		n/a
NY-ADE	(1,076)		886		(1,962)		(221.4)	%	(1,153)		864		(2,017)		(233.4)	%
All other	(3,445)		(1,002)		(2,443)		243.8	%	(6,835)		(2,886)		(3,949)		136.8	%
Total	$	(13,326)	$	(116)	$	(13,210)	11,387.9	%	$	(16,793)	$	(2,022)	$	(14,771)	730.5	%

See “Net revenues,” “Operating expenses excluding depreciation and amortization,” "Depreciation and amortization," "Loss (gain) on disposal of assets," and “Corporate expenses” above.

Interest expense, net:


(dollars in thousands)	Three Months Ended June 30,								Six Months Ended June 30, 2024
(dollars in thousands)	2024		2023		$ Change		% Change		2024		2023		$ Change		% Change
Interest expense, net	$	(3,782)	$	(116)	$	(3,666)	3,160.3	%	$	(3,918)	$	(219)	$	(3,699)	1,689.0	%

Interest expense, net increased for the three and six months ended June 30, 2024 due to the additional long-term debt related to the Estrella Acquisition.

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Change in fair value of warrant shares liabilities:


(dollars in thousands)	Three Months Ended June 30,							Six Months Ended June 30, 2024
	2024		2023		$ Change		% Change	2024		2023		$ Change		% Change
Change in fair value of warrant shares liabilities	$	(31,027)	$	—	$	(31,027)	n/a	$	(31,027)	$	—	$	(31,027)	n/a

Change in fair value of warrant shares liabilities is driven by the increase in MediaCo’s share price from $2.50 at the initial recognition of the warrant shares liability to $3.60 as of June 30, 2024.

Provision for income taxes:


(dollars in thousands)	Three Months Ended June 30,								Six Months Ended June 30, 2024
(dollars in thousands)	2024		2023		$ Change		% Change		2024		2023		$ Change		% Change
Provision for income taxes	$	182	$	75	$	107	142.7	%	$	266	$	150	$	116	77.3	%

Our provision for income taxes tax is primarily due to changes in deferred tax liabilities.

Consolidated net loss:


(dollars in thousands)	Three Months Ended June 30,								Six Months Ended June 30, 2024
(dollars in thousands)	2024		2023		$ Change		% Change		2024		2023		$ Change		% Change
Consolidated net loss	$	(48,307)	$	(421)	$	(47,886)	11374.3	%	$	(51,984)	$	(2,528)	$	(49,456)	1956.3	%

See “Net revenues,” “Operating expenses excluding depreciation and amortization,” "Depreciation and amortization," "Loss (gain) on disposal of assets," “Corporate expenses,” “Interest expense,” and “Change in fair value of warrant shares liability” above.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s primary sources of liquidity are cash provided by operations, availability under our First Lien Credit Agreement, and our At Market Issuance Sales Agreement. Primary uses of capital have been, and are expected to continue to be, capital expenditures, debt service obligations, working capital and acquisitions.

At June 30, 2024, the Company had cash, cash equivalents and restricted cash of $12.4 million and negative working capital of $(11.1) million. At December 31, 2023, we had cash, cash equivalents and restricted cash of $7.1 million and net working capital of $2.2 million. The decrease in net working capital was driven by accrued expenses and deferred revenue assumed, partially offset by accounts receivable and the current portion of programming rights acquired, in the Estrella Acquisition.

The Company has experienced diminished revenues and profitability, driven in part by weaker Summer Jam sales, and expects these conditions to continue for an undetermined period of time. Management has considered these circumstances in assessing the Company’s liquidity over the next year. Liquidity is a measure of an entity’s ability to meet potential cash requirements, maintain its assets, fund its operations, and meet the other general cash needs of its business. The Company’s liquidity is impacted by general economic, financial, competitive, and other factors beyond its control. The Company’s liquidity requirements consist primarily of funds necessary to pay its expenses, principally debt service and operational expenses, such as labor costs, and other related expenditures. The Company generally satisfies its liquidity needs through cash provided by operations. In addition, the Company has taken steps to enhance its ability to fund its operational expenses by reducing various costs and is prepared to take additional steps as necessary.

As part of its business strategy, the Company continually evaluates potential acquisitions of businesses that it believes hold promise for long-term appreciation in value and leverage our strengths.

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Operating Activities

Cash flows used in continuing operating activities were $24.7 million compared to $3.7 million for the six months ended June 30, 2024 and 2023, respectively. The increase in the use of cash in continuing operating activities was mainly attributable to lower net income as well as increased working capital requirements driven by the Estrella Acquisition.

Investing Activities

Cash flows used in continuing investing activities were $7.0 million for the six months ended June 30, 2024, attributable to cash paid, net of cash received, for the Estrella Acquisition, as well as capital expenditures related to our NY Audio digital platform project and our build out of our new space for radio operations and corporate offices. Cash flows used in continuing investing activities were $0.9 million for the six months ended June 30, 2023, attributable to capital expenditures related to our NY Audio digital platform project and our build out of our new space for radio operations and corporate offices.

Financing Activities

Cash flows provided by continuing financing activities were $37.0 million for the six months ended June 30, 2024, attributable to proceeds from the First Lien Term Loan, partially offset by payments of debt issuance costs and settlement of tax withholding obligations. Cash flows used in continuing financing activities were $1.0 million for the six months ended June 30, 2023, attributable to repurchases of our Class A common stock and settlement of tax withholding obligations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As an emerging growth company, we are not required to provide this information.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, the Company evaluated the effectiveness of the design and operation of its “disclosure controls and procedures” (“Disclosure Controls”). This evaluation (the “Controls Evaluation”) was performed under the supervision and with the participation of management, including our Interim Chief Executive Officer (“Interim CEO”) and Chief Financial Officer (“CFO”).

Based upon the Controls Evaluation, our Interim CEO and CFO concluded that as of June 30, 2024, our Disclosure Controls were not effective to ensure that information relating to MediaCo Holding Inc. and Subsidiaries that is required to be disclosed by us in the reports that we file or submit is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms, and is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting.

As of June 30, 2024, management is in the process of evaluating and integrating the internal controls of the acquired Estrella Purchased Assets into our existing operations as part of planned integration activities. Other than the controls enhanced or implemented to integrate the Estrella Purchased Assets, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f)) that occurred during the quarter ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In the opinion of management of the Company there are no legal proceedings pending against the Company that we believe are likely to have a material adverse effect on the Company.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES

The following table provides information relating to the shares we purchased during the quarter ended June 30, 2024:


Period	Total Number of Shares Purchased	Weighted Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program
April 1, 2024 – April 30, 2024	—	$	—	—	$	1,000,029
May 1, 2024 – May 31, 2024	—	$	—	—	$	1,000,029
June 1, 2024 – June 30, 2024	—	$	—	—	$	1,000,029
Total	—	$	—	—

ITEM 5. OTHER INFORMATION

None of the Company's directors and officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company's fiscal quarter ended June 30, 2024.

ITEM 6. EXHIBITS

(a)Exhibits.

The following exhibits are filed or incorporated by reference as a part of this report (unless otherwise indicated, the file number with respect to each filed document is 001-39029):

Exhibit
Number

Exhibit Description

Filed Herewith

Incorporated by Reference

Form

Period Ending

Exhibit

Filing Date

2.1*

Asset Purchase Agreement by and among MediaCo Holding Inc., MediaCo Operations LLC, Estrella Broadcasting, Inc., and SLF LBI Aggregator, LLC, dated April 17, 2024.

8-K

2.1

4/18/2024

3.1

Articles of Amendment to Amended & Restated Articles of Incorporation of MediaCo Holding Inc., dated April 17, 2014.

8-K

3.1

4/18/2024

4.1

Class A common stock Purchase Warrant issued by MediaCo Holding Inc. to SLF LBI Aggregator, LLC, dated April 17, 2024.

8-K

4.1

4/18/2024

10.1*

Voting and Support Agreement, by and among Estrella Broadcasting, Inc., MediaCo Holding, Inc., and SG Broadcasting LLC, dated April 17, 2024.

8-K

10.1

4/18/2024

10.2*

Term Loan Agreement dated as of April 17, 2024, between MediaCo Holding Inc., as Borrower, the financial institutions party thereto as lenders and WhiteHawk Capital Partners LP as Term Agent.

8-K

10.2

4/18/2024

10.3*

Second Lien Term Loan Agreement dated as of April 17, 2024, between MediaCo Holding Inc., as Borrower, the financial institutions party thereto as lenders and HPS Investment Partners, LLC as Term Agent.

8-K

10.3

4/18/2024

10.4

Stockholders Agreement by and among MediaCo Holding Inc., SLF LBI Aggregator, LLC, and SG Broadcasting LLC, dated April 17, 2024.

8-K

10.4

4/18/2024

10.5

Registration Rights Agreement by and among MediaCo Holding Inc., SG Broadcasting LLC, and SLF LBI Aggregator, LLC, dated April 17, 2024.

8-K

10.5

4/18/2024

10.6

Option Agreement by and among MediaCo Operations LLC, MediaCo Holding Inc., Estrella Broadcasting, Inc., Estrella Media, Inc., and the other parties named therein, dated April 17, 2024.

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Table of Contents

10.7

Network Program Supply Agreement by and among MediaCo Operations LLC and Estrella Media, Inc., dated April 17, 2024.

10.8

Network Affiliation Agreement by and among MediaCo Operations LLC and Estrella Media, Inc., dated April 17, 2024.

31.1

Certification of Principal Executive Officer of MediaCo Holding Inc. pursuant to Rule 13a-14(a) under the Exchange Act

31.2

Certification of Principal Financial Officer of MediaCo Holding Inc. pursuant to Rule 13a-14(a) under the Exchange Act

32.1

Certification of Principal Executive Officer of MediaCo Holding Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

Certification of Principal Financial Officer of MediaCo Holding Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

Inline XBRL Instance Document

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted attachment to the SEC upon request.

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Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	MEDIACO HOLDING INC.

Date: September 18, 2024	By:	/s/ Ann C. Beemish
		Ann C. Beemish
		Executive Vice President, Chief Financial Officer and
		Treasurer

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Execution Version OPTION AGREEMENT THIS OPTION AGREEMENT (this “Agreement”) is made and entered into as of April 17, 2024 by and among (i) MediaCo Operations LLC, a Delaware limited liability company (together with its successors and assigns, “Option Holder”), (ii) solely for purposes of Section 5(a) and Section 32(b) hereof, MediaCo Holding Inc., an Indiana corporation (“Parent”), (iii) Estrella Broadcasting, Inc., a Delaware corporation (“Estrella Broadcasting”), (iv) Estrella Media, Inc., a Delaware corporation (the “Company”), (v) each of Estrella Radio Broadcasting of California LLC, a California limited liability company, Estrella Radio Broadcasting of Houston LLC, a Delaware limited liability company, Estrella Television of Houston LLC, a Delaware limited liability company, Estrella Television LLC, a California limited liability company, Estrella Television of Dallas LLC, a Delaware limited liability company, and Estrella Radio Broadcasting of Dallas LLC, a Delaware limited liability company (each, together with its successors and permitted assigns, a “Company Subsidiary”), (vi) Estrella KRCA Television LLC, a California limited liability company (“KRCA”), and (vii) each of Estrella Radio License of California LLC, a California limited liability company, Estrella Radio License of Houston LLC, a Delaware limited liability company, Estrella Television License of Houston LLC, a Delaware limited liability company, Estrella Television License LLC, a California limited liability company, and Estrella Radio License of Dallas LLC, a Delaware limited liability company, and Estrella Television License of Dallas LLC, a Delaware limited liability company (each, together with its successors and permitted assigns, a “LicenseCo Subsidiary”; the Company, together with each Company Subsidiary, KRCA, and each LicenseCo Subsidiary, collectively, the “Grantor Parties”). W I T N E S S E T H WHEREAS, simultaneously with the execution hereof, Parent, Option Holder, Estrella Broadcasting, the Company and certain other parties hereto have entered into that certain Asset Purchase Agreement (the “Purchase Agreement”), with respect to the acquisition of certain assets, including the program network assets, of the Company by Option Holder, but excluding the Excluded Assets (as such term is defined in the Purchase Agreement) (terms not otherwise defined herein shall have the meaning given them in the Purchase Agreement or in Schedule A hereto); WHEREAS, each LicenseCo Subsidiary holds the FCC Licenses (hereinafter defined) for the television and radio stations listed on Schedule I hereto (the “Stations”) opposite the name of such LicenseCo Subsidiary on such Schedule I; WHEREAS, the Company directly owns 100% of the issued and outstanding equity interests of each Company Subsidiary (the “Equity Interests”) as described on Schedule 2 hereto, and a Company Subsidiary (directly or indirectly through KRCA) owns 100% of the issued and outstanding equity interests of each LicenseCo Subsidiary as described on Schedule 2 hereto; WHEREAS, for U.S. federal income tax purposes, each of the Company Subsidiaries, each of the LicenseCo Subsidiaries, and KRCA is disregarded as an entity separate from the Company within the meaning of Treasury Regulations Section 301.7701-3;

2 WHEREAS, the Grantor Parties desire to grant to Option Holder, and Option Holder desires to acquire from the Grantor Parties, an option to purchase all (but not less than all) of the Equity Interests in each Company Subsidiary on the terms and conditions set forth herein; and WHEREAS, Option Holder desires to grant to the Grantor Parties, and the Grantor Parties desire to acquire from Option Holder, the right to sell to Option Holder all (but not less than all) of the Equity Interests in each Company Subsidiary on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties, intending to be legally bound, agree as follows: 1. Option Grant. The Grantor Parties hereby give, grant, transfer and convey to Option Holder the sole and exclusive right, privilege and option to purchase (the “Option”), on the terms and conditions hereinafter set forth and effective as of the date hereof (the “Effective Date”) all (but not less than all) of issued and outstanding Equity Interests of each and every Company Subsidiary, now held or hereinafter acquired by the Company. 2. Consideration for Option. This Option is granted by the Grantor Parties to Option Holder of as a component of, and as part of the consideration for, the transactions taking place at Closing as set forth in the Purchase Agreement. 3. Option Period. This Agreement shall be effective commencing on the Effective Date and ending on the seventh (7th) anniversary of the Effective Date (this period, as it may be extended in accordance with the language below, the “Option Period”); provided, however, that this Agreement and the Option Period will be automatically extended for a renewal term of seven (7) years unless the parties mutually agree otherwise in writing at least ninety (90) days prior to expiration of the initial Option Period, in which case this Agreement will terminate effective upon expiration of the initial Option Period. The consummation of the purchase of the Equity Interests of each Company Subsidiary, following exercise of the Option or the Put Right during the Option Period in accordance with the terms and conditions hereof, is hereinafter referred to as the “Option Closing.” There will only be one (1) Option Closing and the Option Closing may take place after the expiration of the Option Period so long as the Option Holder has delivered an Exercise Notice or the Company, on behalf of each Grantor Party, has delivered a Put Exercise Notice (as such terms are defined below) prior to the expiration of the Option Period. 4. Exercise of Option; Exercise of Put. (a) Option Holder may exercise the Option with respect one hundred percent (100%) of the Equity Interests of each and every Company Subsidiary at any time during the Option Period by delivery of written notice thereof (the “Exercise Notice”) to the Company. Upon exercise of the Option, Option Holder and the applicable Grantor Parties shall be obligated to enter into the transactions to be consummated hereunder at the Option Closing, subject to the provisions of Sections 9 and 10 hereof. (b) Notwithstanding the foregoing, Option Holder may withdraw any Exercise Notice at any time prior to the Option Closing by written notice to the Company of such

3 withdrawal. No such withdrawal will affect Option Holder’s right subsequently to exercise the Option by delivering to the Company during the Option Period one or more other Exercise Notices. (c) If Option Holder has not exercised the Option in accordance with Section 4(a) of this Agreement within six (6) months of the Effective Date (“Put Trigger”), the Company, for itself and on behalf of the other applicable Grantor Parties, may put the Option to Option Holder (“Put Right”), and thereby require Option Holder to acquire one hundred percent (100%) of the Equity Interests of each and every Company Subsidiary by giving written notice (the “Put Exercise Notice”) to Option Holder of the Company’s exercise of the Put Right at any time after the Put Trigger date and the Put Right becoming effective hereunder. Notwithstanding the foregoing, Company may withdraw any Put Exercise Notice at any time prior to the Option Closing by written notice to the Option Holder of such withdrawal. No withdrawal of a Put Exercise Notice or any subsequent Put Exercise Notice will affect Company’s right subsequently to exercise the Put Right by delivering to the Option Holder during the Option Period after the Put Trigger one or more other Put Exercise Notices. (d) Upon delivery of the Put Exercise Notice, Option Holder and the applicable Grantor Parties shall be obligated to enter into the transactions to be consummated hereunder at the Option Closing, subject to the provisions of Sections 9 and 10 hereof. 5. Purchase Price and Contemplated Transactions. (a) Purchase Price. At the Option Closing, and pursuant to the terms and subject to the conditions set forth in this Agreement (including the terms of Schedule 5(a)), Option Holder shall pay to the Company or its assignee, on behalf of itself and the other Grantor Parties, the applicable Purchase Price (defined on Schedule 5(a) hereto) set forth on Schedule 5(a). Parent shall comply with the terms and conditions of this Section 5(a) (including the applicable provisions of Schedule 5(a)) that are applicable to Parent, including by, in connection with the Option Closing, contributing to Option Holder the applicable Purchase Price payable at the Option Closing (if and to the extent applicable pursuant to Schedule 5(a)). (b) Purchase of Equity Interests. (i) The Company shall, on the Option Closing Date, deliver any and all documentation required to effect the transfer of such Equity Interests to Option Holder, including, the deliveries set forth in Section 11(a)(i) hereof, free and clear of all liens, claims and encumbrances of any character (“Liens”), except for liens for taxes not yet due and payable or contested in good faith by appropriate proceedings, transfer restrictions under applicable securities Laws and Permitted Liens (as defined in the Purchase Agreement). (ii) In connection with the Option Closing: (A) Estrella Broadcasting and the Company, as applicable, shall assign to the Option Holder all of their respective rights and benefits arising under the Excluded Contracts, and Option Holder shall assume all Liabilities of Estrella Broadcasting and the Company, as applicable, under such Excluded Contracts;

4 (B) Each Grantor Party (other than the Company) shall assign to the Company all Liabilities of such Grantor Party with respect to the Excluded Liabilities set forth in Sections 2.4(b), 2.4(c), 2.4(d), 2.4(e), 2.4(g), 2.4(h), and 2.4(i) of the Purchase Agreement, and the Company shall assume and be responsible for all such Liabilities; and (C) Estrella Broadcasting and the Company, as applicable, shall contribute all cash or cash equivalents (including any marketable securities or certificates of deposit) to any Company Subsidiary mutually-agreed to by Option Holder and the Company. (c) Option Closing. Upon an exercise of the Option or the Put Right but subject to Section 4 above, the Option Closing shall take place no later than ten (10) Business Days after the satisfaction or, to the extent permissible by law, the waiver (by the party for whose benefit the closing condition is imposed) of, the conditions specified in Sections 9 and 10 hereof. Alternatively, the Option Closing may take place at such other place, time or date as the parties may mutually agree upon in writing. The date that the Option Closing occurs shall be referred to herein as the “Option Closing Date”. 6. Representations and Warranties of Grantor. The Grantor Parties represent and warrant to Option Holder as follows: (a) Each Grantor Party has the power and authority and full legal capacity to enter into and to perform its obligations under this Agreement. The execution, delivery and performance of this Agreement by each Grantor Party has been duly authorized and this Agreement constitutes a valid and binding obligation of each Grantor Party enforceable against such Grantor Party in accordance with it terms, subject to the Remedies Exceptions. (b) The Company owns 100% of the Equity Interests of each Company Subsidiary, and the Company has good and valid title to such Equity Interests free and clear of all Liens, other than transfer restrictions under applicable securities Laws. Estrella Broadcasting indirectly owns 100% of the equity interests of the Company and beneficially owns 100% of the Equity Interests of each Company Subsidiary free and clear of all Liens. (c) No Company Subsidiary has issued or guaranteed any outstanding obligation in respect of indebtedness for borrowed money. (d) Each Grantor Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. (e) With respect to each Company Subsidiary, the Equity Interests of such Company Subsidiary constitute all of the outstanding equity interests of such Company Subsidiary and all such Equity Interests are duly authorized, validly issued, fully paid and nonassessable. Other than the Equity Interests, there are no issued, reserved for issuance or outstanding (A) equity interests in, or other voting securities of or other ownership interests in, any Company Subsidiary, (B) securities of any Company Subsidiary convertible into or exchangeable for equity interests in, or other voting securities of or other ownership interests in, any Company Subsidiary, (C) warrants, calls, options or other rights to acquire from a Company Subsidiary, or other obligations of a

5 Company Subsidiary to issue, any equity interests in, or other voting securities of or other ownership interests in, a Company Subsidiary or securities directly or indirectly convertible into or exercisable or exchangeable for equity interests in, or other voting securities of or other ownership interests in, any Company Subsidiary or (D) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of any equity interests in, other voting securities of or other ownership interests in any Company Subsidiary. Neither Estrella Broadcasting nor the Company holds any equity, securities or other ownership interest of any kind, including warrants or other rights or options to acquire equity, securities or other ownership interests, in any third party other than the Company’s ownership of the Equity Interests and the issued and outstanding equity interests in the other direct or indirect subsidiaries of Estrella Broadcasting set forth on Schedule 6(e). (f) The LicenseCo Subsidiaries are the holders of the FCC Licenses and such FCC Licenses are valid and in full force and effect. (g) To the knowledge of the Company, the Grantor Parties are not aware of any reason why those of the FCC Licenses subject to expiration might not be renewed by the FCC in the ordinary course or of any reason why any of the FCC Licenses might be revoked. (h) All information contained in any pending applications for modification, extension or renewal of the FCC Licenses or other applications filed with the FCC by any of the Grantor Parties is true, complete and accurate in all material respects. (i) The applicable Grantor Party has filed all material returns, reports, and statements that such Grantor Party is required to file with the FCC, the Federal Aviation Administration, or the Securities and Exchange Commission. There is no action, suit or proceeding pending or, to Grantor Party’s knowledge, threatened in writing (or otherwise) against the Grantor Party in respect of the Stations seeking to enjoin the transactions contemplated by this Agreement and, to Grantor Party’s knowledge, there are no governmental claims or investigations pending or threatened against any Grantor Party in respect of any Station (except those affecting the broadcasting industry generally). (j) There is no litigation, proceeding, suit, claim, charge, grievance, or action by or before any Governmental Authority pending or, to the knowledge of the Company, threatened against any Grantor Party, or any Station Assets, or any employee, officer or director of any Grantor Party (in their capacity as such) that would, individually or in the aggregate, reasonably be expected to be material to the operation of any Station or would otherwise reasonably be expected to materially impair or delay the consummation of the transactions contemplated by this Agreement. (k) No broker, finder or other person is entitled to a commission, brokerage fee or other similar payment in connection with this Agreement or the transactions contemplated hereby as a result of any agreement or action of any Grantor Party or any other party acting on the behalf of any Grantor Party.

6 (l) Each of the Company Subsidiaries, each of the LicenseCo Subsidiaries, and KRCA is disregarded as an entity separate from the Company within the meaning of Treasury Regulations Section 301.7701-3 7. Representations and Warranties of Option Holder. Option Holder represents and warrants to the Grantor Parties as follows: (a) Option Holder is duly formed, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation (as applicable). (b) Option Holder has the organizational power and authority to enter into and perform its obligations under this Agreement. (c) The execution, delivery and performance of this Agreement by Option Holder has been duly authorized and this Agreement constitutes a valid and binding obligation of Option Holder enforceable against it in accordance with its terms, subject to the Remedies Exceptions. (d) Option Holder has, and will have at the Option Closing occurring prior to a Collateral Event, the ability to deliver the Purchase Price free and clear of all Liens, other than transfer restrictions under applicable securities Laws. The equity securities comprising the Purchase Price at the Option Closing prior to a Collateral Event (i) will be duly authorized and validly issued and are fully paid and non-assessable, (ii) will have been offered, sold and issued in compliance in all material respects with applicable securities Laws and other applicable Law, (iii) will not be issued in violation of the Company Organizational Documents and (iv) will not be issued in violation of any preemptive rights, call option, right of first refusal or first offer, subscription rights, transfer restrictions or similar rights of any Person. Option Holder has, and will have at the Option Closing following a Collateral Event, sufficient funds to consummate the transactions contemplated by this Agreement (including the payment of the applicable Purchase Price). (e) There is no litigation, proceeding, suit, claim, charge, grievance, or action by or before any Governmental Authority pending or, to the knowledge of the Option Holder, threatened against the Option Holder, or any employee, officer or director of the Option Holder (in their capacity as such) that would, individually or in the aggregate, reasonably be expected to materially impair or delay the consummation of the transactions contemplated by this Agreement. (f) No broker, finder or other person is entitled to a commission, fee or other similar payment in connection with this Agreement or the transactions contemplated hereby as a result of any agreement or action of Option Holder or any party acting on Option Holder’s behalf. 8. Covenants of Grantor Parties. During the Option Period until the expiration thereof or the earlier termination of this Agreement in accordance with its terms, Estrella Broadcasting and each Grantor Party, jointly and severally, covenant to (in each case, other than with respect to KEYH):

7 (a) Subject to the TV and Radio Affiliation Agreements, operate the Stations in the ordinary course of business, consistent with past practice, including maintaining insurance policies of all Station Assets with respect to the operation of the Stations in amounts customary in the broadcast industry; (b) Operate the Stations in all material respects in accordance with the terms of the FCC Licenses, the Communications Act of 1934, as amended (the “Communications Act”), the rules and published policies of the FCC (“FCC Rules”) and all other statutes, ordinances, rules and regulations of governmental authorities; (c) Promptly notify Option Holder of any reason an FCC License subject to expiration might not reasonably be expected to be renewed in the ordinary course or of any reason why an FCC License might be revoked; (d) Cause any application for modification, extension or renewal of the FCC Licenses or other application filed with the FCC by any of the Grantor Parties to be true, complete and accurate in all material respects; (e) Use commercially reasonable efforts to maintain the goodwill associated with the operation of each Station; (f) Refrain from intentionally taking any action that would cause the FCC Licenses not to be in full force and effect or to be revoked, suspended, cancelled, rescinded, terminated or expired; (g) File all material returns, reports, and statements that are required to be filed with the FCC and any other Governmental Authority by or on behalf of such Grantor Party; (h) Subject to the TV and Radio Affiliation Agreements, maintain, preserve, and keep all Station Assets in reasonable working order and condition (ordinary wear, tear and casualty expected), and from time to time as reasonably necessary make all needful and proper repairs, renewals, replacement, and additions thereto; (i) (x) pay all material taxes when due and payable and (y) file all material tax returns when due (taking into account all available extensions), in each case of clauses (x) and (y), in respect of each Company Subsidiary, each LicenseCo Subsidiary, KRCA, and the Station Assets; (j) Not make any election, or take or permit to be taken any other action, the result of which is any Company Subsidiary, any LicenseCo Subsidiary or KRCA ceasing to be disregarded as an entity separate from the Company within the meaning of Treasury Regulations Section 301.7701-3; (k) Not voluntarily adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization, or otherwise voluntarily liquidate, dissolve or wind-down any Grantor Party;

8 (l) Not mortgage, pledge, subject to any Lien (other than Permitted Liens) or otherwise encumber (or cause any of the foregoing to occur) any of the Station Assets, the Equity Interests of any Company Subsidiary or any other outstanding equity interests or assets of the Company or any of its Subsidiaries; (m) Not issue any note, bond or other debt security (including any security or instrument convertible, exchangeable or exercisable for any equity interests) of the Company or any of its Subsidiaries, or otherwise assume or incur or guarantee any indebtedness for borrowed money or make any payment in respect of the foregoing; (n) Not issue any equity securities or rights to acquire equity securities (including any security or instrument that is convertible, exchangeable or exercisable for any equity securities) of any Grantor Party; (o) Not (1) authorize, declare, undertake or pay any dividend on or make any other distribution in respect of (whether in cash or property) any Equity Interests of a Company Subsidiary or the equity interests of any LicenseCo Subsidiary (other than dividends or distributions solely to KRCA or a Company Subsidiary) or (2) purchase, redeem or otherwise acquire or retire any Equity Interests of a Company Subsidiary or any equity interests of any LicenseCo Subsidiary; (p) Not make any investment (whether through cash, purchase of stock or obligations or otherwise) in, or loan or advance to, any other Person, or acquire all or any substantial part of the assets or business of any Person or division thereof, other than acquisitions of inventory and supplies in the ordinary course of business; (q) Except in connection with the Option Closing, not undertake, initiate, support, and/or vote for any action that would cause the Station Assets, the Equity Interests, or the equity interests or any other assets of KRCA or any Grantor Party to be directly or indirectly sold, leased, transferred, conveyed or encumbered, or otherwise be party to any merger, consolidation or amalgamation, or otherwise in connection with a transaction which would result in a change in control or a transfer of control of KRCA or any Grantor Party; (r) Not (A) enter into any contract or agreement, except for contracts or agreements in the ordinary course of business (taking into account the TV and Radio Affiliation Agreements) or (B) sell, lease or otherwise dispose of (i) any of the Excluded Station Equipment or FCC Licenses, or (ii) any of the other Station Assets, except, with respect to the foregoing clause (ii) fixtures, equipment and supplies (excluding fixtures, equipment and supplies that constitute Excluded Station Equipment) sold or disposed of in the ordinary course of business; and (s) Authorize, approve or commit to any of the foregoing. 9. Grantor Party Closing Conditions. Upon an exercise of the Option pursuant to the terms and subject to the conditions of this Agreement, the obligations of the Grantor Parties hereunder are subject to satisfaction by Option Holder or, to the extent permissible by law, the waiver by Grantor Parties at or prior to the Option Closing, of each of the following conditions:

9 (a) Representations, Warranties and Covenants. Prior to a Collateral Event, the representations and warranties of Option Holder made in this Agreement shall be true and correct in all material respects at and as of the Option Closing Date except for changes permitted or contemplated by the terms of this Agreement, and the covenants and agreements to be complied with and performed by Option Holder at or prior to the Option Closing shall have been complied with or performed in all material respects. The Company shall have received a certificate dated as of the Option Closing Date from Option Holder, executed by an authorized officer of Option Holder, to the effect that the conditions set forth in this Section 9(a) have been satisfied. (b) FCC Consent. With respect to any exercise of the Option, the FCC Consent (as defined below) shall have been obtained and be in effect and no court or governmental order prohibiting the Option Closing shall be in effect. (c) No Prohibitions. No injunction, restraining order or decree of any nature of any governmental authority of competent jurisdiction shall be in effect that restrains or prohibits any party from consummating the transactions contemplated by this Agreement. 10. Option Holder Closing Conditions. Upon the exercise of the Option pursuant the terms and subject to the conditions of this Agreement, the obligations of Option Holder hereunder are subject to satisfaction by the Grantor Parties or, to the extent permissible by law, the waiver by Option Holder at or prior to the Option Closing, of each of the following conditions: (a) Representations, Warranties and Covenants. The (i) representations and warranties of the Grantor Parties (A) made in this Agreement (other than the representations and warranties of the Grantor Parties set forth in Section 6(f) and Section 6(g)) shall be true and correct in all material respects at and as of the Option Closing Date except for changes permitted or contemplated by the terms of this Agreement, and (B) made in Section 6(f) and Section 6(g) with respect to Equity Interests shall be true and correct at and as of the Option Closing Date except for changes permitted or contemplated by the terms of this Agreement or except where the failure of such representation and warranty to be true and correct would not reasonably be expected to materially and adversely affect a Grantor Party’s ownership and use of any applicable Station Assets, and the (ii) covenants and agreements to be complied with and performed by the Grantor Parties at or prior to the Option Closing shall have been complied with or performed in all material respects (except for Section 8(j), which shall have been complied with and performed in all respects). Option Holder shall have received certificates dated as of the Option Closing Date from each of Estrella Broadcasting and the Company, executed by an authorized officer of each of the foregoing, to the effect that the conditions set forth in this Section 10(a) have been satisfied. (b) FCC Consent. With respect to any exercise of the Option for the Equity Interests of any Company Subsidiary or the Station Assets in respect of any Station, the FCC Consent shall have been obtained and no court or governmental order prohibiting the Option Closing shall be in effect. (c) No Prohibitions. No injunction, restraining order or decree of any nature of any governmental authority of competent jurisdiction shall be in effect that restrains or prohibits any party from consummating the transactions contemplated by this Agreement.

10 11. Option Closing Deliveries. (a) Purchase of Equity Interests. (i) Grantor Documents. Upon an exercise of the Option or the Put Right at the Option Closing, the Company shall deliver or cause to be delivered to Option Holder: (A) Copies of resolutions authorizing the execution, delivery and performance of this Agreement, including the consummation of the transactions contemplated hereby, by each of the Grantor Parties; (B) the certificates described in Section 10(a) hereof; (C) all certificates, if any, evidencing the Equity Interests of the each Company Subsidiary, duly endorsed for transfer to Option Holder accompanied by appropriate powers duly endorsed for transfer to Option Holder; (D) a duly executed IRS Form W-9 from each Grantor Party setting forth an exemption from backup withholding; (E) a certificate of good standing (or equivalent) from the jurisdiction of incorporation (or formation) of the Company and each Company Subsidiary; (F) with respect to each Company Subsidiary, all issued and outstanding stock certificates with respect to the Equity Interests, and appropriate instruments of transfer, endorsed in blank, with respect to the foregoing; and (G) such other documents, certificates, payments, assignments, transfers and other deliveries as Option Holder may reasonably request and as are customary to effect a closing of the matters herein contemplated. (ii) Option Holder Documents. Subject to the exercise of the Option with respect to the Equity Interests of any Company Subsidiary pursuant to the terms and subject to the conditions of this Agreement, at the Option Closing, Option Holder shall deliver or cause to be delivered to the Company: (A) the certificate described in Section 9(a) hereof; (B) the applicable Purchase Price set forth on Schedule 5(a); and (C) such other documents, certificates, payments, assignments, transfers and other deliveries as the Company may reasonably request and as are customary to effect a closing of the matters herein contemplated. 12. Survival. Neither the representations and warranties in this Agreement nor the covenants set forth in Section 8 of this Agreement shall survive the Option Closing Date or the payment of full Purchase Price, whereupon they shall expire and be of no further force or effect.

11 13. Specific Performance. The parties hereto agree that irreparable damage, for which monetary damages (even if available) would not be an adequate remedy, shall occur in the event that the parties do not perform the provisions of this Agreement (including failing to take such actions as are required of them hereunder to consummate the transactions contemplated by this Agreement) in accordance with its specified terms or otherwise breach such provisions. Accordingly, the parties acknowledge and agree that (i) the parties shall be entitled to an injunction, specific performance or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof (which, for the avoidance of doubt, includes the parties’ obligation to consummate the transactions contemplated by this Agreement), in addition to any other remedy to which they are entitled at law or in equity, and (ii) the right to seek specific enforcement is an integral part of the transactions contemplated by this Agreement and without that right, none of the parties would have entered into this Agreement. Each of the parties agrees that it shall not oppose the granting of an injunction, specific performance and/or other equitable relief on the basis that any other party has an adequate remedy at law or that any award of an injunction, specific performance and/or other equitable relief is not an appropriate remedy for any reason at law or in equity. Each of the parties further agrees that the only permitted objection that it may raise in response to any action for an injunction, specific performance, or other equitable relief is that it contests the existence of a breach or threatened breach of this Agreement. Any party seeking: (A) an injunction or injunctions to prevent breaches of this Agreement; (B) to enforce specifically the terms and provisions of this Agreement; and/or (C) other equitable relief, shall not be required to show proof of actual damages or to provide any bond or other security in connection with any such remedy. 14. Expenses. Except with respect to the FCC filing fees for the FCC Applications (defined below) which will be split equally between the Grantor Parties, on the one hand, and Option Holder, on the other, as set forth in Section 24(b) of this Agreement, and Transfer Taxes, as set forth in Section 32(b) of this Agreement, each party is responsible for its own expenses in connection with the transactions contemplated by this Agreement. 15. Further Assurances. Subject to the terms and conditions of this Agreement, each of the parties hereto will use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement. 16. Amendment and Modification. This Agreement may be amended, modified or supplemented only by written agreement of all parties. 17. Waiver of Compliance; Consents. The failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in

12 writing in a manner consistent with the requirements for a waiver of compliances as set forth in this Section 17. 18. Notices. All notices (including notices for consent under this Agreement), requests, claims, demands and other communications hereunder shall be: (a) in writing; (b) sent by messenger, certified or registered mail, a reliable overnight delivery service, charges prepaid as applicable, to the appropriate address(es) set forth below; and (c) deemed to have been given on the date of delivery to the addressee (or, if the date of delivery is not a Business Day, on the first (1st) Business Day after the date of delivery), as evidenced by a receipt executed by the addressee (or a responsible person in his or her office), the records of the person delivering such communication or a notice to the effect that such addressee refused to claim or accept such communication, if sent by messenger, mail or express delivery service. All such communications shall be sent to the following addresses, or to such other addresses as any party may inform the others by giving five (5) Business Days’ prior written notice pursuant to this Section 18: If to Option Holder: MediaCo Operations LLC c/o MediaCo Holding Inc. 48 West 25th Street, Floor 3 New York, NY 10010 Attention: Chief Financial Officer and Vice President of Legal Email: legal@mediacoholding.com with a copy (which shall not constitute notice) to: Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, New York 10004 Attention: Philip Richter; Colum J .Weiden If to Estrella Broadcasting: Estrella Broadcasting, Inc 1 Estrella Way Burbank, CA 91504 Attention: Peter Markham Email: pmarkham@EstrellaMedia.com

13 with a copy (which shall not constitute notice) to: Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019 Attention: Brian Scrivani; Jeffrey Marell Email: bscrivani@paulweiss.com; jmarell@paulweiss.com If to any Grantor Party: c/o Estrella Broadcasting, Inc 1 Estrella Way Burbank, CA 91504 Attention: Peter Markham Email: pmarkham@EstrellaMedia.com with a copy (which shall not constitute notice) to: Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019 Attention: Brian Scrivani; Jeffrey Marell 19. Assignment. 19.1 This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as provided for herein, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Grantor Party without the prior written consent of the Option Holder in its sole discretion; provided, however, that any Grantor Party may assign its direct or indirect rights in respect of the Purchase Price (including in respect of any Station Assets owned or to be transferred by or with respect to such Grantor Party) to the HPS Lenders, the Company Aggregator, or any Affiliate of the foregoing. 19.2 Without the consent of Estrella Broadcasting or any Grantor Party, Option Holder may assign any or all of its rights and obligations under this Agreement, in whole or in part, including, its right and/or its obligation to purchase (whether pursuant to the exercise of the Option by Option Holder or by the Company) the Equity Interests or all of the Station Assets in respect of each Station (including the right to receive the Equity Interests or all of the Station Assets of each Station), to any other party or parties; provided, however, that Option Holder, as assignor, shall not thereby be released of its obligations hereunder. 20. No Third Party Beneficiaries. Except as otherwise specified herein, nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give

14 any person, other than the parties to this Agreement, any right or remedies under or by reason of this Agreement; provided, that the Nonparty Affiliates are intended third party beneficiaries of the provisions of Section 28 hereof and the Term Agent is an intended third party beneficiary in accordance with Section 31 hereof. The representations and warranties in this Agreement are the product of negotiations among the parties and, except as expressly set forth in the immediately preceding sentence, such representations and warranties are for the sole benefit of the parties and may represent an allocation of risk among the parties associated with particular matters regardless of the knowledge of any of the parties. 21. Governing Law; Consent to Jurisdiction. (a) This Agreement, and any and all claims arising directly or indirectly out of or otherwise concerning this Agreement (whether based in contract, tort or otherwise) shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware (without regard to any choice or conflicts of laws principles, whether of the State of Delaware or any other jurisdiction, that might direct the application of another substantive law to govern this Agreement). With respect to any and all proceedings arising directly or indirectly out of or otherwise relating to this Agreement or the transactions contemplated hereby, each of the parties: (i) irrevocably and unconditionally submits and consents to the exclusive jurisdiction of: (A) the Court of Chancery of the State of Delaware or, if such Court of Chancery lacks subject matter jurisdiction, the Complex Commercial Division of the Superior Court of the State of Delaware or (B) in the event that a proceeding involves claims exclusively within the jurisdiction of the federal courts, in the United States District Court for the District of Delaware (all such courts, collectively, the “Chosen Courts” and, individually, each a “Chosen Court”), for itself and with respect to its property; (ii) agrees that all claims in respect of such proceeding shall be heard and determined only in a Chosen Court (and the appropriate respective appellate courts therefrom); (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any Chosen Court; (iv) agrees that, except in connection with any proceeding brought against a party in another jurisdiction by an independent third person, it shall not bring any proceeding directly or indirectly relating to this Agreement or any of the transactions contemplated hereby in any forum other than a Chosen Court, except for the purpose of enforcing any award or judgment; and (v) agrees that it shall not assert and waives any objection it may have based on inconvenient forum to the maintenance of any action or proceeding so brought. Each party may make service on another party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 18. Nothing in this Section 21, however, shall affect the right of any person to serve legal process in any other manner permitted by law. NEITHER PARTY HERETO (OR THEIR SUCCESSORS AND ASSIGNS) SHALL BE LIABLE TO ANY OTHER PARTY TO THIS AGREEMENT FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). (b) EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY (A) ARISING UNDER THIS AGREEMENT OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO,

15 IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. EACH OF THE PARTIES (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THAT FOREGOING WAIVER, (II) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 21. 22. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions be consummated as originally contemplated to the fullest extent possible. 23. Publicity. No party hereto shall make or issue or cause to be made or issued, any announcement (written or oral) concerning this Agreement or the transactions contemplated hereby for dissemination to the general public without the prior consent of the other party. This provision shall not apply, however, to any announcement or written statement required to be made by law or the regulations of any federal or state governmental agency (including the FCC) or any stock exchange, except that the party required to make such announcement shall provide a draft copy thereof to the other party hereto, and consult with such other party concerning the timing and content of such announcement, before such announcement is made. 24. FCC Approval; Compliance with Laws. (a) Notwithstanding any provision to the contrary herein, Option Holder’s rights under this Agreement, including the exercise of the Option, are subject to applicable law, including the Communications Act and the FCC Rules. (b) As soon as reasonably practicable, but in no event later than fifteen (15) days after Option Holder’s delivery of an Exercise Notice (or the Company’s delivery of a Put Exercise Notice in accordance with Section 4 hereof), Option Holder, Estrella Broadcasting, the Company and the applicable Grantor Parties and LicenseCo Subsidiaries shall file an application or applications (the “FCC Application(s)”) with the FCC requesting the FCC’s written consent to (A) the assignment of the applicable FCC Licenses to Option Holder or (B) the transfer of control of the applicable Company Subsidiary from Grantor Party to Option Holder, as the case may be. In addition, in connection with the foregoing, each applicable party hereto covenants and agrees to (i) prepare, file and prosecute any alternative application, petition, motion, request or

16 other filing (together with the FCC Application(s), the “FCC Filings”); (ii) file any appropriate amendment or modification to the FCC Filings; (iii) provide to Option Holder or Grantor Party any information, documents or other materials reasonably requested by it in connection with the preparation of any such FCC Filings; (iv) absent a Dismissal Filing (defined below), prosecute the FCC Applications with commercially reasonable diligence and otherwise use their commercially reasonable efforts to obtain the written consent of the FCC requested in the FCC Applications (the “FCC Consent”); (v) otherwise take any other action with respect to the FCC as may be reasonably necessary or reasonably requested by Option Holder or Grantor Party in connection with the transactions contemplated hereby (including, upon the request of Option Holder with regard to an Exercise Notice, the preparation, filing, and prosecution of any motion or other filing seeking to withdraw or dismiss any FCC Filings made by the parties in connection with the transactions contemplated by this Agreement (a “Dismissal Filing”)); and (vi) cooperate in good faith with the other applicable parties with respect to the foregoing covenants, all as may be determined by Option Holder or Grantor Party to be reasonably necessary or appropriate or advisable in order to consummate the transactions contemplated hereby. Each applicable party shall promptly provide the other with a copy of any pleading, order or other document served on it relating to the FCC Filings or any Dismissal Filing, shall furnish all information required by the FCC and shall be represented at all meetings or hearings scheduled to consider the FCC Filings. The parties each agree to comply with any condition imposed on them by any FCC Consent, except that no party shall be required to comply with any materially adverse condition, including, any condition that requires such party to divest any of its direct or indirect assets in a manner not contemplated in the FCC Filings. The parties shall oppose any petitions to deny or other objections filed with respect to the FCC Filings, as well as any requests for reconsideration or review of any FCC Consent or Dismissal Filing. Option Holder and Grantor Parties shall each pay their own costs and expenses in connection with the preparation and prosecution of the FCC Filings or any Dismissal Filing, and shall each pay one-half (1/2) of all filing fees relating to the transactions contemplated hereby irrespective of whether the transactions contemplated by this Agreement are consummated. 25. Headings. The section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement. 26. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The delivery of an executed counterpart of the Agreement by facsimile or electronic transmission will be deemed to be an original counterpart of the Agreement so transmitted. 27. Entire Agreement. This Agreement, including the documents delivered pursuant to this Agreement or other written agreements referenced in this Agreement, including the Purchase Agreement, embody the entire agreement and understanding of the parties hereto in respect of the subject matter hereof. The Schedule(s) hereto are an integral part of this Agreement and are incorporated by reference herein. This Agreement and the Purchase Agreement supersede all prior negotiations and understandings between the parties with respect to the subject matter hereof, including any other writings executed prior to the date hereof relating to such negotiations, agreements and understandings.

17 28. No Recourse. All claims, obligations, liabilities or causes of action (whether in contract or in tort, in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out of or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution or performance or non-performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the persons that are expressly identified as parties to this Agreement. In no event shall any party to this Agreement have any shared or vicarious liability for the actions or omissions of any other person. Except as otherwise expressly set forth in this Agreement, no person who is not a party to this Agreement, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, financing source, attorney or representative or assignee of any party to this Agreement, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, financing source, attorney or representative or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liability (whether in contract or in tort, in law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any obligations or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance or breach and, to the maximum extent permitted by applicable law; and each party hereto waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. Notwithstanding anything to the contrary herein, none of the parties to this Agreement or any Nonparty Affiliate shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement or any other agreement referenced herein or the transactions contemplated hereunder, or the termination or abandonment of any of the foregoing. 29. Certain Acknowledgements. Notwithstanding anything set forth in this Agreement to the contrary: (a) the condition set forth in Section 9(a) shall be deemed satisfied after the occurrence of a Collateral Event; and (b) the deliverables described in each of Section 11(a)(ii)(A) and Section 11(b)(ii)(A) shall not be required to be delivered by Option Holder following the occurrence of a Collateral Event. 30. Interpretation. Unless the context of this Agreement otherwise requires, (i) words using the singular or plural number also include the plural or singular number, respectively, (ii) the definitions contained in this Agreement are applicable to the other grammatical forms of such terms, (iii) the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words refer to this entire Agreement, including the Schedules, and not to any particular section, subsection, paragraph, subparagraph or clause set forth in this Agreement, (iv) the terms “Section,” “this Agreement,” and “Schedule” and similar expressions refer to the specified Article, Section, or Schedule of or to this Agreement, (v) the words “include,” “includes,” or “including” shall be deemed to be followed by the words “including, without limitation,” unless otherwise specified, (vi) the word “or” shall be disjunctive but not necessarily exclusive, (vii) references to agreements

18 and other documents shall be deemed to include all subsequent amendments and other modifications thereto, (viii) references to any law shall include all rules and regulations promulgated thereunder and references to any law shall be construed as including all statutory, legal and regulatory provisions consolidating, amending or replacing such law, any reference to any law will be to such law (and all rules and regulations promulgated thereunder) as amended from time to time, (ix) words importing the singular shall also include the plural, and vice versa, (x) all references to “$” or “dollar” shall be references to United States dollars, (xi) the words “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form, and (xii) all references to any contract are to that contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement). 31. Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, each party, on behalf of itself and each of its Affiliates hereby agrees: (a) (i) no amendment shall be made which would adversely affect Term Agent’s (or it’s successors or assigns) rights hereunder or its ability to foreclose on this Agreement or to exercise the Option after a Collateral Event, and (ii) for the avoidance of doubt, Sections 5, 6, 7, 8, 16, 17, 19, 20, 21, and 22 may not be amended without the prior written consent of the Term Agent, (b) this Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as provided for herein, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by (i) any Grantor Party, prior to the occurrence of a Collateral Event, without the prior written consent of the Term Agent, (ii) any Grantor Party, following the occurrence of a Collateral Event, without the prior written consent of the Term Agent, and (iii) by the Option Holder, prior to the occurrence of a Collateral Event, without the prior written consent of the Term Agent (other than any such assignment to another borrow or guarantor under the Term Loan Agreement, which shall be permitted hereunder), (c) notwithstanding anything to the contrary herein, upon the occurrence of a Bankruptcy Event immediately, automatically and without further action or after written notice from the Term Agent upon the occurrence of any other Collateral Event, Option Holder shall be deemed to assign to Term Agent all of Option Holder’s rights and obligations under this Agreement (such assignment the “Assignment”) and the Term Agent shall become the Option Holder for all purposes hereunder and, in order to effectuate the Assignment, the Option Holder and each Grantor Party shall, at its own cost and expense, execute and deliver any documentation requested by the Term Agent necessary or advisable to document such Assignment, (d) the Term Agent (and its successors and assigns) is an intended third party beneficiary of this Agreement, (e) the representations and warranties are for the benefit of the Term Agent (and its Affiliates), (f) the parties further agree that (x) any suit, action, or proceeding whether at law or in equity, whether in contract or in tort or otherwise, against any of the Lender Related Parties shall be subject to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan in the City and State of New York (whether a state or Federal court), and any appellate court from any thereof, (y) that any proceeding, whether at law or in equity, whether in contract or in tort or otherwise, against any of the Lender Related Parties shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction and (z) that

19 the Lender Related Parties are express third-party beneficiaries of Section 21, (g) any action, proceeding or suit involving the Lender Related parties shall be subject to Section 22, (h) the parties to this Agreement agree on their own behalf and on behalf of their respective subsidiaries and Affiliates that none of the Lender Related Parties and their successors and assigns shall have any liability relating to this Agreement or any of the transactions contemplated herein, and (i) the provisions of Section 29 are intended to be for the benefit of, and enforceable by, the Lender Related Parties, and each such Person shall be a third party beneficiary of Section 29. 32. Tax Matters. (a) Solely for U.S. federal, and applicable state and local, income tax purposes, it is intended that the rights of the parties in respect of the Option and Put Right will be deemed exercised on the Effective Date and that such deemed exercise shall be treated as a transaction described in Section 1001 of the Code in respect of the Station Assets in exchange for the Purchase Price (the “Intended Tax Treatment”). Consistent with the foregoing, the Purchase Price shall be allocated among the Station Assets in connection with the Purchase Price Allocation, which Purchase Price Allocation shall govern for all purposes under this Agreement. Each of Parent, Option Holder (excluding, for these purposes, any Lender Related Party in its capacity as Option Holder), the Grantor Parties, and the respective Affiliates of each of the foregoing shall file all of its Tax Returns consistent with the Intended Tax Treatment and the Purchase Price Allocation, and shall not take a position on any Tax Return (including IRS Form 8594), before any Tax Authority or in any Proceeding inconsistent with the Intended Tax Treatment or the Purchase Price Allocation without the written consent of the other parties to this Agreement or unless specifically required pursuant to a “determination” within the meaning of Section 1313(a) of the Code. (b) Parent shall be responsible for and shall pay any and all Transfer Taxes when due and shall, at its own expense, file all necessary Tax Returns and other documentation with respect to such Transfer Taxes; provided, however, that, if required by law, the applicable Grantor Parties will join in the execution of any such Tax Returns. 33. Termination. This agreement shall terminate automatically upon consummation of the Option Closing. [SIGNATURE PAGE FOLLOWS]

[Signature Page - Option Agreement] IN WITNESS WHEREOF, the undersigned have executed this Option Agreement as of the day and year first written above. ESTRELLA BROADCASTING, INC. By: Name: Brian Kei Title: Chief Financial Officer DocuSign Envelope ID: 91E2D55A-8EE0-4145-8FC1-4EC3A4336F26

[Signature Page - Option Agreement] GRANTOR SUBSIDIARIES: ESTRELLA RADIO BROADCASTING OF CALIFORNIA LLC By: __________________________ Name: Brian Kei Title: Chief Financial Officer ESTRELLA RADIO BROADCASTING OF HOUSTON LLC By: _____________________________ Name: Brian Kei Title: Chief Financial Officer ESTRELLA TELEVISION OF HOUSTON LLC By: ___________________________ Name: Brian Kei Title: Chief Financial Officer ESTRELLA TELEVISION LLC By: ___________________________ Name: Brian Kei Title: Chief Financial Officer DocuSign Envelope ID: 91E2D55A-8EE0-4145-8FC1-4EC3A4336F26

[Signature Page - Option Agreement] ESTRELLA KCRA TELEVISION LLC By: ___________________________ Name: Brian Kei Title: Chief Financial Officer ESTRELLA RADIO BROADCASTING OF DALLAS LLC By: ____________________________ Name: Brian Kei Title: Chief Financial Officer ESTRELLA RADIO LICENSE OF CALIFORNIA LLC By: _____________________________ Name: Brian Kei Title: Chief Financial Officer ESTRELLA RADIO LICENSE OF HOUSTON LLC By: ________________________________ Name: Brian Kei Title: Chief Financial Officer DocuSign Envelope ID: 91E2D55A-8EE0-4145-8FC1-4EC3A4336F26

[Signature Page - Option Agreement] ESTRELLA TELEVISION LICENSE OF HOUSTON LLC By: _____________________________ Name: Brian Kei Title: Chief Financial Officer ESTRELLA TELEVISION LICENSE LLC By: _____________________________ Name: Brian Kei Title: Chief Financial Officer ESTRELLA RADIO LICENSE OF DALLAS LLC By: _____________________________ Name: Brian Kei Title: Chief Financial Officer DocuSign Envelope ID: 91E2D55A-8EE0-4145-8FC1-4EC3A4336F26

[Signature Page to the Option Agreement] ESTRELLA MEDIA, INC. By: _______ Name: Brian Kei Title: Chief Financial Officer ESTRELLA TELEVISION OF DALLAS LLC By: _______ Name: Brian Kei Title: Chief Financial Officer ESTRELLA TELEVISION LICENSE OF DALLAS LLC By: _______ Name: Brian Kei Title: Chief Financial Officer

Schedule A – Defined Terms “Bankruptcy Event” shall mean the occurrence of any of the following: (a) Parent or any of its subsidiaries becomes insolvent within the meaning of 11 U.S.C. §101(32) or any other Debtor Relief Law applicable to such entities; (b) Parent or any of its subsidiaries generally does not or becomes unable to pay its debts or meet its liabilities as the same become due, or admits in writing its inability to pay its debts generally, or declares any general moratorium on its indebtedness, or proposes a compromise or arrangement or deed of company between it and any class of its creditors; (c) Parent or any of its subsidiaries commits an act of bankruptcy or makes an assignment of its property for the general benefit of its creditors or makes a proposal of such an assignment (or files a notice of its intention to do so); (d) Parent or any of its subsidiaries institutes a proceeding seeking to adjudicate it as insolvent, or seeking liquidation, dissolution, winding-up, reorganization, restructuring, compromise, arrangement, adjustment, protection, moratorium, relief, stay of proceedings of creditors generally (or any class of creditors), or composition of it or its debts or any other relief, under any applicable Debtor Relief Law or at common law or in equity, or files an answer admitting the material allegations of a petition filed against it in any such proceeding; (e) Parent or any of its subsidiaries applies for the appointment of, or the taking of possession by, a receiver, interim receiver, receiver/manager, sequestrator, conservator, custodian, administrator, trustee, liquidator, voluntary administrator, receiver and manager or other similar official for it or any substantial part of its property; (f) Any petition is filed, application made or other proceeding instituted against or in respect of Parent or any of its subsidiaries pursuant to or under Debtor Relief Laws (or otherwise in furtherance of support of any creditor of Parent or any of its subsidiaries): (i) seeking to adjudicate it as insolvent; (ii) seeking a receiving order against it; (iii) seeking liquidation, dissolution, winding-up, reorganization, restructuring, compromise, arrangement, adjustment, protection, moratorium, relief, stay of proceedings of creditors generally (or any class of creditors), deed of company arrangement or composition of it or its debts or any other relief under any law, now or hereafter in effect relating to bankruptcy, winding-up, insolvency, reorganization, receivership, plans of arrangement or relief or protection of debtors or at common law or in equity; or (iv) seeking the entry of an order for relief or the appointment of, or the taking of possession by, a receiver, interim receiver, receiver/manager, sequestrator, conservator, custodian, administrator, trustee, liquidator, voluntary administrator, receiver and manager or other similar official for it or any substantial part of its property, and

and, in each case under this clause (f), such petition, application or proceeding continues undismissed, or unstayed and in effect, for a period of sixty (60) days after the institution thereof; provided that if an order, decree or judgment is granted or entered (whether or not entered or subject to appeal) against Parent or any of its subsidiaries thereunder in the interim, such grace period will cease to apply; provided, further, that if Parent or any of its subsidiaries files an answer admitting the material allegations of a petition filed against it in any such proceeding prior to such date, the grace period will cease to apply; (g) Parent or any of its subsidiaries takes any action, corporate or otherwise, including, an affirmative vote by the Board or the board of directors (or equivalent management or oversight body) of any other subsidiary, to commence any Insolvency Proceeding or to approve, effect, consent to or authorize any of the actions described in the clauses (a)-(f) above; or (h) Any other event or circumstance occurs which, under applicable Debtor Relief Laws, has an effect equivalent to any of the events or circumstance referred to in the other clauses of this definition. “Board” means Parent’s board of directors (or equivalent management or oversight body) as elected from time to time in accordance with the organizational documents of Parent in effect from time to time. “Collateral Event” means (i) the occurrence of any Event of Default (as defined in the Term Loan Documents) under the Term Loan Agreement or other Term Loan Documents, resulting in the right of the Term Agent to exercise any or all of remedies the remedies available to Term Agent under the terms of the Term Loan Documents (or any successor agreement thereto) or (ii) a Bankruptcy Event. “Debtor Relief Laws” means the Bankruptcy Code of the United States and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, arrangement, compromise, receivership, insolvency, reorganization, or similar debtor relief laws (including applicable provisions of any corporate laws) of the United States or any state thereof or other applicable jurisdictions from time to time in effect. “Governmental Authority” means (a) any United States federal, state, county, municipal or foreign government, or political subdivision thereof, (b) any governmental or quasi-governmental agency, authority, board, bureau, commission, department, instrumentality or public body, (c) any court or administrative tribunal or (d) with respect to any Person, any arbitration tribunal or other similar non-governmental authority to whose jurisdiction that Person has consented. “Insolvency Proceeding” means any proceeding commenced by or against any Person or entity under any provision of the United States Bankruptcy Code, as amended, or under any other Debtor Relief Law (domestic or foreign), including assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with its creditors, or proceedings seeking reorganization, restructuring, receivership, insolvency, arrangement, or other relief. “Lender Related Parties” means the Persons (including each lender and the Term Agent) that have agreed to arrange or have otherwise entered into agreements in connection with financing the

transactions contemplated under this Agreement and other related transactions, together with their respective Affiliates, and the respective officers, directors, employees, partners, trustees, shareholders, controlling persons, agents and Representatives of the foregoing, and their respective successors and assigns. “Letter Agreement” means that certain letter agreement, dated the date hereof, by and among the Company, the Option Holder as of the date hereof, and Parent, attached hereto as Annex B to Schedule 5(a). “Specified Provisions” means the terms set forth on Annex A to Schedule 5(a). “Station Assets” means all of the assets of each Station, including tangible and intangible personal property, licenses, authorizations and leases, contracts and agreements, owned or held by the Grantor Parties or in which a controlled Affiliate of a Grantor Party holds an interest, relating to the operation of any such Station, including (i) all of the licenses, permits and other authorizations issued by the FCC to the Grantor Parties (including, all licenses, permits and other authorizations of LicenseCo Subsidiaries) in respect of each Station, including any renewals, extensions or modifications thereof and additions thereto between the date hereof and the Option Closing (collectively, the “FCC Licenses”) and (ii) all other assignable licenses, permits, construction permits, approvals, concessions, franchises, certificates, consents, qualifications, registrations, privileges and other authorizations and other rights, from any Governmental Authority, to any Grantor Party used in connection with such Station, including any renewals, extensions or modifications thereof and additions thereto between the Effective Date and the Option Closing (collectively, the “Permits”). “Term Agent” means the “Term Agent” under and as defined in the Term Loan Agreement or any successor or assign thereof. “Term Loan Agreement” means that certain Term Loan Agreement, dated the date hereof, by and among Parent, the other persons party thereto as “Borrowers”, the financial institutions party thereto as “Lenders”, and Whitehawk Capital Partners LP in its capacity as Term Agent thereunder, as amended and in effect from time to time or any refinancing thereof. “Term Loan Documents” shall have the meaning ascribed to “Loan Documents” in the Term Loan Agreement or any similar term in any refinancing thereof. “Warrants” means warrants to purchase shares of Parent Class A Common Stock, each exercisable at an exercise price of $0.01 per share of Parent Class A Common Stock.

[Signature Page - Option Agreement] Schedule 1 - Stations LicenseCo Subsidiary Stations Estrella Radio License of California LLC KVNR(AM), Santa Ana, CA KBUA(FM), San Fernando, CA KBUE(FM), Long Beach, CA KEBN(FM), Garden Grove, CA KRQB(FM), San Jacinto, CA Estrella Radio License of Houston LLC KTJM(FM), Port Arthur, TX KQQK(FM), Beaumont, TX KNTE(FM), Bay City, TX KEYH(AM), Houston, TX Estrella Television License of Houston LLC KZJL(TV), Houston, TX Estrella Television License LLC KRCA(TV), Riverside, CA WASA-LD, Port Jervis, NY KETD(TV), Castle Rock, CO WESV-LD, Chicago, IL WVFW-LD, Miami, FL WGEN-TV, Key West, FL Estrella Radio License of Dallas LLC KNOR(FM), Krum, TX KBOC(FM), Bridgeport, TX KZZA(FM), Muenster, TX *****

LEGAL_US_E # 103720344.17 Schedule 2 - Equity Interests Company Subsidiary Jurisdiction of Incorporation or Formation Outstanding Equity Interests 1. Estrella Radio Broadcasting of Houston LLC (f/k/a Liberman Broadcasting of Houston LLC) Delaware 100% held by the Company 2. Estrella Television of Houston LLC (f/k/a Liberman Television of Houston LLC) Delaware 100% held by the Company 3. Estrella Radio Broadcasting of Dallas LLC (f/k/a Liberman Broadcasting of Dallas LLC) Delaware 100% held by the Company 4. Estrella Television of Dallas LLC (f/k/a Liberman Television of Dallas LLC) Delaware 100% held by the Company 5. Estrella Radio Broadcasting of California LLC (f/k/a Liberman Broadcasting of California LLC) California 100% held by the Company 6. Estrella Television LLC (f/k/a Liberman Television LLC) California 100% held by the Company

LEGAL_US_E # 103720344.17 31 Schedule 5(a) The purchase price payable by Option Holder (the “Purchase Price”) with respect to the exercise of the Option is listed in the table below, subject to the Specified Provisions; provided, that, in the event that Required Parent Stockholder Approval has been obtained prior to the Option Closing, the Purchase Price shall be payable in the number of shares of Parent Class A Common Stock listed in the table below under the column entitled “Purchase Price (Parent Class A Common Stock)”, subject to the Specified Provisions. Parent, on behalf of Option Holder, shall issue and deliver the Warrants or shares of Parent Class A Common Stock that are payable by Option Holder hereunder. To the extent applicable pursuant to an Option Closing, the terms and conditions of the Letter Agreement shall also apply. Purchase Price (Warrants) Purchase Price (Parent Class A Common Stock) Warrant to purchase 7,051,538 shares of Parent Class A Common Stock 7,051,538 shares of Parent Class A Common Stock Each Grantor Party acknowledges and agrees that any Warrants or shares of Class A Common Stock issued by Parent in satisfaction of the Purchase Price in respect of the sale of any Station Assets or the Equity Interests of any Company Subsidiary hereunder, and any securities issued or issuable with respect to such securities by way of stock dividend or stock split or in connection with a combination of shares, conversion of such securities, recapitalization, merger, consolidation, going private, tender offer, amalgamation, change of control, other reorganization or otherwise, shall bear restrictive legends in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS OR DOCUMENTATION REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR APPLICABLE SECURITIES LAWS.

LEGAL_US_E # 103720344.17 32 The legend set forth above shall be removed and Option Holder shall issue a certificate without such legend to the holder of any such securities upon which it is stamped, if (i) such securities are registered for sale under an effective registration statement filed under the Securities Act, (ii) such securities are eligible for resale pursuant to Rule 144 promulgated under the Securities Act, or (iii) if such securities are proposed to be sold pursuant to an exemption from registration and Option Holder receives an opinion of counsel reasonably satisfactory to Option Holder and any other documentation reasonably requested by Option Holder with respect to compliance with such exemption. *****

LEGAL_US_E # 103720344.17 ANNEX A Specified Provisions Notwithstanding anything set forth in Schedule 5(a) to the contrary, solely in the event that a Collateral Event has occurred, the Purchase Price payable by Option Holder in respect of an exercise of the Option shall be payable, in cash, securities, property or other assets (as determined by Option Holder in its sole discretion), in an aggregate amount equal to the product of (i) the applicable number of shares of Parent Class A Common Stock listed in the table above under the column entitled “Purchase Price (Parent Class A Common Stock)”, and (ii) the Current Market Value (as defined below) of a share of Parent Class A Common Stock as of the date of the applicable Exercise Notice or Put Exercise Notice. For purposes hereof: “30-Day VWAP” per share of Parent Class A Common Stock, measured as of any date of determination, means the arithmetic average of the VWAP per share of Parent Class A Common Stock for each of the thirty (30) consecutive Trading Days ending on, and including, the Trading Day immediately preceding such date of determination; provided, that if (i) there is no Trading Market for shares of Parent Class A Common Stock, and (ii) shares of Parent Class A Common Stock are not quoted for bid prices or asking prices by market makers for such security as reported in the OTCQX, OTCQB, Pink or Grey markets operated by OTC Markets (such that the “VWAP” of a share of Parent Class A Common Stock cannot be calculated for a period of thirty (30) consecutive Trading Days in accordance with this definition and clauses (i) and (ii) of the definition of “VWAP” hereunder), then the “30-Day VWAP” shall be calculated in accordance with the most recent thirty (30) consecutive Trading Days for which the “VWAP” of a share of Parent Class A Common Stock can be calculated for a period of thirty (30) consecutive Trading Days. “Current Market Value” means an amount, determined by Option Holder in good faith, equal to the value of a share of Parent Class A Common Stock as of the applicable date of determination (taking into account all factors deemed relevant by Option Holder), which such determination (A) shall be final, conclusive, and binding on the parties to this Agreement, and (B) may (but is not required to) be calculated taking into account the applicable 30-Day VWAP as of such date of determination, upon the recommendation of a nationally recognized investment bank, accounting or valuation firm selected by Option Holder, or such other method of calculation as the Option Holder (in its sole discretion) may determine. “Trading Day” means a day on which trading of shares of Parent Class A Common Stock generally occurs on the principal Trading Market for shares of Parent Class A Common Stock. If shares of Parent Class A Common Stock are not so listed or traded, then “Trading Day” means a Business Day. “Trading Market” means the following market(s) or exchange(s) on which the Parent Class A Stock is primarily listed or quoted for trading on the date in question (as applicable): the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the NYSE American or the New York Stock Exchange (or any successors to any of the foregoing).

LEGAL_US_E # 103720344.17 34 “VWAP” means, for any Trading Day, (i) the per share volume-weighted average price of a share of Parent Class A Common Stock as reported by Bloomberg, L.P. in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such Trading Day, or (ii) if there is no Trading Market for any such Trading Day, then the price used for such day shall be the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported in the OTCQX, OTCQB, Pink or Grey markets (in that order) operated by OTC Markets.

LEGAL_US_E # 103720344.17 ANNEX B Letter Agreement [Attached]

Execution Version 62842835 April 17, 2024 Estrella Media, Inc. c/o Estrella Broadcasting, Inc 1 Estrella Way Burbank, CA 91504 Attention: Peter Markham Email: pmarkham@EstrellaMedia.com MediaCo Holding Inc. 48 West 25th Street, Floor 3 New York, NY 10010 Attention: Chief Financial Officer and Vice President of Legal Email: legal@mediacoholding.com Re: Option Agreement Ladies and Gentlemen: Reference is hereby made to that certain Option Agreement, dated as of the date hereof (the “Option Agreement”), by and among (i) MediaCo Operations LLC, a Delaware limited liability company (“Purchaser” and, together with its successors and assigns, “Option Holder”), (ii) solely for purposes of Section 5(a) thereof, MediaCo Holding Inc., an Indiana corporation (“Parent”), (iii) Estrella Broadcasting, Inc., a Delaware corporation (“Estrella Broadcasting”), (iv) Estrella Media, Inc., a Delaware corporation (the “Company”), (v) each of Estrella Radio Broadcasting of California LLC, a California limited liability company, Estrella Radio Broadcasting of Houston LLC, a Delaware limited liability company, Estrella Television of Houston LLC, a Delaware limited liability company, Estrella Television LLC, a California limited liability company, Estrella Television of Dallas LLC, a Delaware limited liability company, and Estrella Radio Broadcasting of Dallas LLC, a Delaware limited liability company (each, together with its successors and permitted assigns, a “Company Subsidiary”), (vi) Estrella KRCA Television LLC, a California limited liability company, and (vii) each of Estrella Radio License of California LLC, a California limited liability company, Estrella Radio License of Houston LLC, a Delaware limited liability company, Estrella Television License of Houston LLC, a Delaware limited liability company, Estrella Television License LLC, a California limited liability company, and Estrella Radio License of Dallas LLC, a Delaware limited liability company, and Estrella Television License of Dallas LLC, a Delaware limited liability company. Capitalized terms not otherwise defined herein shall have the meaning given to them in the Option Agreement. WHEREAS, in connection with the Option Agreement, Parent, Purchaser, and the Company desire to enter into this letter agreement (this “Letter Agreement”) to set forth their agreement with respect to the following matters.

2 NOW, THEREFORE, in consideration of the premises and the agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Exchange of Alternate Consideration. The parties hereby agree that, solely in the event that, following the occurrence of a Collateral Event, the Purchase Price payable by Option Holder in respect of an exercise of the Option is paid in either (i) cash, or (ii) securities, property or other assets which do not constitute either shares of Parent Class A Common Stock or one or more Warrants to purchase shares of Parent Class A Common Stock (the foregoing, including any mix of the consideration described in the foregoing clauses (i) and (ii), “Alternate Consideration”), then, promptly following the Company’s receipt of the Alternate Consideration upon the Option Closing, the Company will transfer, assign, and contribute to Purchaser the aggregate amount of such Alternative Consideration and, in exchange therefor, Parent will issue, or cause to be issued, to the Company (or the Company’s designee) such number of shares Parent Class A Common Stock as set forth on Schedule 5(a) of the Option Agreement or one or more Warrants to purchase such number of shares Parent Class A Common Stock as set forth on Schedule 5(a) of the Option Agreement. 2. Amendment and Modification. This Letter Agreement may be amended, modified or supplemented only by written agreement of the Parent, Purchaser, and the Company. 3. Waiver of Compliance; Consents. The failure of any party to comply with any obligation, representation, warranty, covenant, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Letter Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliances as set forth in this Section 3. 4. Notices. All notices, requests, claims, demands and other communications hereunder shall be: (a) in writing; (b) sent by messenger, certified or registered mail, a reliable overnight delivery service, charges prepaid as applicable, to the appropriate address(es) set forth below; and (c) deemed to have been given on the date of delivery to the addressee (or, if the date of delivery is not a Business Day, on the first (1st) Business Day after the date of delivery), as evidenced by a receipt executed by the addressee (or a responsible person in his or her office), the records of the person delivering such communication or a notice to the effect that such addressee refused to claim or accept such communication, if sent by messenger, mail or express delivery service. All such communications shall be sent to the following addresses, or to such other addresses as any party may inform the others by giving five (5) Business Days’ prior written notice pursuant to this Section 4: If to Parent or Purchaser: MediaCo Holding Inc. 48 West 25th Street, Floor 3 New York, NY 10010

3 Attention: Chief Financial Officer and Vice President of Legal Email: legal@mediacoholding.com with a copy (which shall not constitute notice) to: Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, New York 10004 Attention: Philip Richter; Colum J. Weiden If to Company: Estrella Broadcasting, Inc 1 Estrella Way Burbank, CA 91504 Attention: Peter Markham Email: pmarkham@EstrellaMedia.com with a copy (which shall not constitute notice) to: Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019 Attention: Brian Scrivani; Jeffrey Marell Email: bscrivani@paulweiss.com; jmarell@paulweiss.com 5. No Third Party Beneficiaries. Except as otherwise specified herein, nothing expressed or implied in this Letter Agreement is intended or shall be construed to confer upon or give any person, other than the parties to this Letter Agreement, any right or remedies under or by reason of this Letter Agreement. 6. Governing Law. a. This Letter Agreement, and any and all claims arising directly or indirectly out of or otherwise concerning this Letter Agreement (whether based in contract, tort or otherwise) shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware (without regard to any choice or conflicts of laws principles, whether of the State of Delaware or any other jurisdiction, that might direct the application of another substantive law to govern this Letter Agreement). With respect to any and all proceedings arising directly or indirectly out of or otherwise relating to this Letter Agreement or the transactions contemplated hereby, each party: (i) irrevocably and unconditionally submits and consents to the exclusive jurisdiction of: (A) the Court of Chancery of the State of Delaware or, if such Court of Chancery lacks subject matter jurisdiction, the Complex Commercial Division of the Superior Court of the State of Delaware or (B) in the event that a proceeding involves claims exclusively within the jurisdiction of the federal courts, in the

4 United States District Court for the District of Delaware (all such courts, collectively, the “Chosen Courts” and, individually, each a “Chosen Court”), for itself and with respect to its property; (ii) agrees that all claims in respect of such proceeding shall be heard and determined only in a Chosen Court (and the appropriate respective appellate courts therefrom); (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any Chosen Court; (iv) agrees that, except in connection with any proceeding brought against a party in another jurisdiction by an independent third person, it shall not bring any proceeding directly or indirectly relating to this Letter Agreement or any of the transactions contemplated hereby in any forum other than a Chosen Court, except for the purpose of enforcing any award or judgment; and (v) agrees that it shall not assert and waives any objection it may have based on inconvenient forum to the maintenance of any action or proceeding so brought. Each party may make service on another party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 4. Nothing in this Section 6, however, shall affect the right of any person to serve legal process in any other manner permitted by law. NEITHER PARTY HERETO (OR THEIR SUCCESSORS AND ASSIGNS) SHALL BE LIABLE TO THE OTHER PARTY TO THIS AGREEMENT FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY (A) ARISING UNDER THIS LETTER AGREEMENT OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES IN RESPECT OF THIS LETTER AGREEMENT OR ANY TRANSACTION DOCUMENT OR ANY OF THE TRANSACTIONS RELATED HERETO OR THERETO OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THAT FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT AND THE TRANSACTIONS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.

5 7. Severability. If any term or other provision of this Letter Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Letter Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Letter Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions be consummated as originally contemplated to the fullest extent possible. 8. Headings. The section headings contained in this Letter Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Letter Agreement. 9. Counterparts. This Letter Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The delivery of an executed counterpart of the Letter Agreement by facsimile or electronic transmission will be deemed to be an original counterpart of the Letter Agreement so transmitted. 10. Entire Agreement. This Letter Agreement, including the Option Agreement, embodies the entire agreement and understanding of the parties hereto in respect of the subject matter hereof. This Letter Agreement and the Option Agreement supersede all prior negotiations and understandings between the parties with respect to the subject matter hereof, including any other writings executed prior to the date hereof relating to such negotiations, agreements and understandings. [SIGNATURE PAGE FOLLOWS]

[Signature Page - Option Agreement Side Letter] IN WITNESS WHEREOF, the undersigned have executed this Letter Agreement as of the day and year first written above. ESTRELLA MEDIA, INC. By: Name: Brian Kei Title: Chief Financial Officer

LEGAL_US_E # 103720344.17 Schedule 6(e) - Other Subsidiaries 1. Estrella Media Music Entertainment LLC 2. Agua Fresca Studios LLC 3. Estrella Studios LLC

NETWORK PROGRAM SUPPLY AGREEMENT This Network Program Supply Agreement (this “Agreement”), dated as of April 17, 2024, is made by and among MediaCo Operations LLC, a Delaware limited liability company (“Network”), Estrella Media, Inc., a Delaware corporation (“Affiliate Parent”), which, through its subsidiaries (listed on the signature pages to this Agreement as either an “Affiliate Subsidiary” or a “LicenseCo Subsidiary”; Affiliate Parent, together with each Affiliate Subsidiary and LicenseCo Subsidiary, collectively, “Affiliate”), is licensed by the Federal Communications Commission (the “FCC”) to operate the radio broadcast stations listed in Exhibit A hereto (each a “Station” and, collectively, the “Stations”). In consideration of the mutual covenants, conditions and obligations set forth below, the parties, intending to be legally bound, agree as follows: 1. Network Programming: Subject to the terms and conditions of this Agreement, Affiliate has determined that the public interest, convenience and necessity would be served by the Stations’ transmission of programs and other material made available to the Stations by Network (“Network Programming”) for distribution on the Stations’ broadcast channels. 2. Program License: Subject to the terms of this Agreement, Network grants Affiliate, and Affiliate accepts from Network, a limited, non-exclusive license for the Stations to broadcast Network Programming as described under the column entitled “Network Programming by Stream” set forth on Exhibit A for each Station, for the hours and at the times set forth in Exhibit B. Nothing in this Agreement shall prevent Network from offering Network Programming for carriage by direct broadcast satellite service, Internet streaming, or other technology at any location. Network may offer Network Programming via fiber, satellite or any other means of delivery, as determined by Network, to any other distribution services regardless of technology at any location. Affiliate’s acceptance of the license granted by Network under this Agreement constitutes its agreement to broadcast Network Programming in accordance with the terms of the license and this Agreement. Affiliate agrees that it is the essence of this Agreement that it shall broadcast the Network Programming supplied to each Station in its entirety over such Station’s facilities, subject to FCC rules, regulations and policies and Section 19 of this Agreement. 3. Preemptions: Except where agreed to in writing by Network in advance, Affiliate agrees to full, in pattern clearance of all Network Programming, subject only to preemptions in accordance with FCC rules, regulations and policies and Section 19 of this Agreement. The Affiliate Subsidiaries shall reimburse Network for lost network gross ad revenue for any non- clearances by Affiliate, except for those preemptions done in accordance with the preceding sentence. 4. Transmission: Affiliate shall cause each Station to transmit its respective Network Programming, including all advertising and promotional content therein, from such Station’s originating transmitter and antenna for free over-the-air broadcasting without any editing, delay, addition, alteration or deletion, including without limitation, all network identifications, and all enhanced or interactive content and advertisements. Subject to Section 19, each Station shall broadcast each Network program from the commencement of Network origination until the completion of the program, including but not limited to credits (if any). Upon reasonable request

2 by Network, Affiliate shall submit to Network using forms to be provided by Network and at times to be specified by Network, certified reports confirming a Station’s broadcast of the Network Programming and the commercials and other content and data contained therein. Each Station shall carry the Network Programming on its primary channel as set forth in Exhibit A. Each Station will include with the Network Programming transmitted all “program-related material” without alteration and as approved by Network. As used in this paragraph, “program-related material” shall mean (i) program identification codes, (ii) program ratings information, (iii) Nielsen data, (iv) any data conveyed by embedded audio watermarks, (v) programming, data and other enhancements which are related to the programming and network advertisements provided to the Station, (vi) such other material as specified by Network in its reasonable judgment, (vii) other material as may be provided by Network that is necessary to provide the Network Programming, (viii) information and material directly associated with specific network commercial advertisements contained in the Network programs included in the Network Programming, and (xiii) information and material designed to promote the Network Programming. 5. Usage and Retransmission: No Station shall authorize, cause, or permit, without Network’s prior written consent, any programming or other material furnished to such Station hereunder to be recorded, duplicated, rebroadcast or otherwise transmitted (including by Internet streaming) or used for any purpose other than broadcasting by such Station as provided herein. This Agreement conveys no license or sublicense in or to the copyrights of Network Programming. 6. Programming Rights: (a) Limitation of Rights. Affiliate shall not, without Network’s prior written consent, (i) authorize the transmission of all or any portion of the Network Programming into a place where admission is charged or where the reception of the transmission is made subject to the payment of a fee; or (ii) relay the telecast of all or any portion of the Network Programming to any other party. (b) Advertising Inventory. Included within the Network Programming is advertising sold on Network’s behalf (“Network Availabilities”), with all proceeds thereof retained by the Network for its own account. The Network Programming shall also contain availabilities for each Station (“Station Availabilities”), the proceeds of which are for the account of such Station and shall be held at all times by the applicable Affiliate Subsidiary. The time allocated to Station Availabilities shall be consistent with past practice, as may be adjusted by the Network from time to time. Affiliate shall have the right to use the Station Availabilities for the insertion of advertising sold on a Station’s behalf, and no Station shall insert Station advertising into the Network Availabilities or otherwise modify, substitute or delete the content inserted by Network into the Network Availabilities, including promotional spots. (c) Unauthorized Copying. Affiliate shall not cause, authorize, or permit or enable others to cause, authorize or permit the duplication or recording of all or any portion of the Network Programming over the facilities of any other broadcast station, or by any other facility, device, medium, or method not expressly authorized hereunder, including the Internet or any other technology now known or hereafter devised by which audio service may be delivered; provided, however, that this provision shall not preclude rebroadcast of a Station’s signal by an FM translator or booster station or digital repeater owned or operated, and licensed by the FCC, to Affiliate which is located in such Station’s Nielsen Radio Metro Market (“Metro”).

3 Notwithstanding the foregoing, in the event that the signal emanating from any of a Station’s translators, boosters or digital repeaters is received and rebroadcast in a community outside a Station’s Metro, Network shall have the right, at any time, to rescind Affiliate’s right to rebroadcast the Network Programming on such translators, boosters and digital repeaters. Affiliate shall take all reasonable precautions to prevent any such recording, copying or duplicating. (d) Programming Changes. The selection, scheduling, substitution, cancellation and withdrawal of any Network Programming or portion thereof shall at all times remain within the sole discretion and control of Network. Network reserves the right to obtain programming from any source whatsoever, including but not limited to obtaining all or a portion of the Network Programming from one or more program suppliers. Network shall have the right, in its sole discretion, to (i) modify, cancel or replace any Network program, (ii) change the day or time period during which any Network program is scheduled to be broadcast, or (iii) make any other changes to the Network schedule; provided that Network shall not make any fundamental change in the format or target demographics of a Network Programming stream without written notice to and prior written consent by Affiliate. (e) Non-Network Programs. Network retains the right, within its sole discretion, to produce and/or to distribute, by means other than the Network, programming of every nature and kind to any other station or medium on any terms whatsoever. (f) Additional Network Rights. Subject to the proviso of Section 6(d), nothing in this Agreement shall preclude Network from taking any action not specifically prohibited herein, including, but not limited to: (i) establishing new networks, including but not limited to, television or audio broadcasting networks and cable programming networks, (ii) affiliating the Network with any international network on terms and conditions determined solely by Network, (iii) transferring Network program(s) to any other programming service, whether established by Network or any other entity, (iv) repurposing any Network program(s), including sharing them with, or authorizing their transmission in whole or in any part at any time on or by, any other cable, satellite, broadcast or other program service or station, whether or not commonly owned by or with Network, or (v) using such Network programs or program material for any other purpose. (g) Copyright and Trademark. All rights in and to the Network Programming not specifically granted to Affiliate herein are reserved to Network for its exclusive use. All right, title and interest in and to the Network programs and other content remain the property of Network, subject only to Affiliate’s right to broadcast the Network Programming in accordance with this Agreement. Network hereby licenses Affiliate to use the trade and service marks listed in Exhibit C, as such list may be modified in writing by Network from time to time (collectively, the “Marks”), in connection with the performance of Affiliate’s obligations under this Agreement, subject to the following conditions: (i) Affiliate shall at all times use the Marks in a manner that is of the quality and standards approved by Network; (ii) Affiliate agrees that it will not use the Marks in a manner that might tend to reflect negatively on the Marks and/or the Network Programming;

4 (iii) Affiliate agrees that this Agreement does not give Affiliate any right, title, or interest in the Marks, that the Marks are the sole property of Network and that any use of the Marks by Affiliate shall inure solely to the benefit of Network. Affiliate agrees that it will not register or seek to register the Marks or a trademark, trade name or service mark that is confusingly similar to the Marks as a trademark, service mark or trade name in either the United States Patent and Trademark Office or any state or foreign country. Affiliate shall not register a Uniform Resource Locator (URL) or other web name using the word “Estrella” or any variation thereof. Affiliate will use appropriate notification of the trademark rights or registration on all visual displays of the Marks, including use of the encircled “R” symbol (“®”) and/or the letters TM or SM, as appropriate, in conjunction with the use of the Marks; (iv) Affiliate shall notify Network promptly of any infringement of Network’s rights in the Marks, including, but not limited to, Network’s copyright and trademark rights, that comes to the attention of Affiliate. Affiliate shall reasonably cooperate, at Network’s expense, with Network’s efforts to stop any such infringement; and (v) Affiliate agrees that this Agreement does not give Affiliate any right, title or interest in any marks included in programming purchased by Network and that any use of such marks shall be subject to the prior approval of Network and, in any event, in full compliance with the limitations established from time to time by Network, including as needed to comply with Network’s agreements with such programmers. 7. Program Delivery: Network will deliver the Network Programming by means chosen by the Network in its sole discretion and Affiliate shall take all necessary actions to receive such programming for use in accordance with the terms and conditions of this Agreement. Affiliate shall be obligated to process and broadcast the Network Programming over each Station’s facilities in accordance with this Agreement and shall acquire ownership of or access to, and maintain at all times, at the Affiliate Subsidiaries’ expense, any equipment which may be reasonably necessary to receive, distribute, decompress or decode the signal for the Network Programming. Network shall have the right in its sole discretion to change the method of delivery and shall give Affiliate written notice of any change in delivery method. In the event of emergency circumstances requiring an immediate change to the delivery method (e.g., the failure of a satellite or the Internet), Network will provide notice to Affiliate as promptly as commercially practicable. All costs and expenses of transmitting the Network Programming by satellite or other method, including the maintenance of a network operations center, satellite transmission facilities and satellite transponder time, shall be borne by Network. To the extent requested by Affiliate and where commercially practicable for Network to provide such services/facilities, Network agrees to negotiate in good faith a Facilities and Services Agreement (“Facilities Agreement”) to provide any services/facilities needed by Affiliate to perform its obligations hereunder. 8. Network Programming Fee: As consideration for the Network Programming and the Station Availabilities provided by Network therein, the Affiliate Subsidiaries shall, jointly and severally, pay (and Affiliate Parent shall cause the Affiliate Subsidiaries to pay) to Network the Network Programming Fee as set forth in Exhibit D.

5 9. Term and Termination: (a) Unless earlier terminated in accordance with its provisions, the term of this Agreement shall be seven (7) years (the “Initial Term”) from the date first above written. Upon expiration of the Initial Term, this Agreement will renew automatically for a renewal term of an additional seven (7) years (the “Renewal Term”) unless the parties mutually agree otherwise in writing at least one hundred and eighty (180) days prior to expiration of the Initial Term, in which case this Agreement will terminate effective upon expiration of the Initial Term. The Initial Term and any Renewal Term are referred to collectively herein as the “Term.” (b) Notwithstanding any other provision of this Agreement or any other agreement, upon expiration or termination of this Agreement, the consent granted to Affiliate to broadcast the Network Programming on the Stations or to utilize Network services or facilities shall be deemed immediately withdrawn and Affiliate shall have no further rights thereto. All payment obligations relating to the period prior to expiration or termination of this Agreement shall survive such expiration or termination. (c) This Agreement may also be terminated pursuant to Sections 12, 13, and 16 hereof. (d) Sections 9(b) and (d), 15, 18, and 20, as well as Exhibit D, shall survive the expiration or termination of this Agreement. 10. Promotion and Station Identification: (a) Promotion. Network and Affiliate will promote the broadcast of the Network Programming in a cooperative manner. Affiliate agrees to consider and, to the extent it deems consistent with the public interest, convenience and necessity, follow guidelines established by Network with respect to the promotion of the Network Programming in each Station’s service area. Throughout the Term of this Agreement, Network will make available to Affiliate such promotional materials as Network and Affiliate mutually deem appropriate. Network may, from time to time, undertake marketing tests and surveys, rating polls and other research in connection with the Network Programming. Affiliate will cooperate, and will cause each Station to cooperate, in such research by rendering such assistance as Network may reasonably request and which Affiliate and such Station can reasonably provide. (b) Station Identification. During the Term of this Agreement, Affiliate shall identify each Station as currently branded or by such other or additional name(s) as Network may subsequently designate in writing, in all Station identifications broadcast and in all other promotional material distributed by Affiliate or under Affiliate’s control with respect to such Station. Such identification may be preceded or followed by such Station’s call letters, community of license and frequency. During the Term, Affiliate shall identify each Station to all ratings services, including, but not limited to, Nielsen Media Research, as being the primary Network affiliate in the community to which such Station is licensed. 11. Failure of Performance Due to Force Majeure: Neither Network nor Affiliate shall incur any liability hereunder because of Network’s failure to deliver or a Station’s failure to broadcast the Network Programming due to acts of God, non-delivery by program suppliers, legal

6 enactment, labor disputes, satellite transmission issues, or other causes beyond the reasonable control of Network or Affiliate (“Force Majeure Event”), provided that the affected party takes commercially reasonable steps to promptly address the matter. 12. Changes in Station Facilities: In the event that the location of any Station’s antenna, or any Station’s power, frequency, channel mapping, bandwidth allocation, programming format, or other operating parameters are materially changed at any time during the Term so that such Station is of materially less value to the Network than at the date of this Agreement, then the Network will have the right to terminate this Agreement with regard to such Station upon thirty days' prior written notice to Affiliate. Affiliate will notify the Network immediately in writing if application is made to the FCC to modify permanently in a material manner the transmitter location, power or frequency of any Station. If at any time during the Term a Station is off the air, or operating at less than fifty percent of its licensed power, for a period of seventy-two hours or longer, Affiliate must immediately notify the Network. The Network may also terminate this Agreement with respect to a Station upon thirty days' prior written notice in the event that such Station is off the air for a period exceeding thirty days or if it is operating at less than fifty percent of its full licensed power for a period exceeding 120 days. 13. Transfer or Assignment: The rights and obligations of Network and Affiliate under this Agreement shall be binding upon their respective assignees, transferees or successors in interest. This Agreement shall not be assigned or transferred (whether directly or indirectly, or by a transfer of control or otherwise), in whole or in part, by Affiliate Parent, an Affiliate Subsidiary or a LicenseCo Subsidiary (each, an “Affiliate Party”) without the prior written consent of Network, in the sole discretion of Network, and any permitted assignment shall not relieve an Affiliate Party of its obligations hereunder. Any purported assignment by an Affiliate Party without such consent shall be null and void and not enforceable against Network and shall be considered a default by such Affiliate Party under this Agreement. Affiliate shall immediately notify Network in writing if any application is made to the FCC pertaining to an assignment or a transfer of control of an Affiliate Party’s license for a Station or any interest therein, except for “short form” assignments or transfers of control made pursuant to Section 73.3540(f) of the FCC’s rules which do not affect the applicability of this Agreement to the applicable Station or Stations (“Short Form Transfers”). For purposes of this Section 13, a “transfer of control” shall include an Affiliate Party’s relinquishment or return of a Station’s FCC licenses to the government. Network shall have the right to terminate this Agreement, effective upon 30 days’ written notice to Affiliate after notification of any such application (or at any time after it becomes aware of the filing of such application) to which Network did not grant consent as set forth above, regardless as to whether the proposed assignee or transferee agrees to assume such Affiliate Party’s obligations hereunder. Each Affiliate Party agrees that, upon Network’s request, such Affiliate Party shall procure and deliver to Network, in form reasonably satisfactory to Network, the agreement of the proposed assignee or transferee that, upon consummation of the assignment or transfer of control of a Station’s authorization, the assignee or transferee will assume and perform this Agreement in its entirety without limitation of any kind. If Affiliate fails to notify Network of the proposed assignment or transfer of control of a Station’s authorization (except for Short Form Transfers), or fails to procure the agreement of the proposed assignee or transferee in accordance with this Section 13, then such failure shall be deemed a material breach of this Agreement. Without limitation to any other provision of this Agreement or to any of Network’s

7 rights or remedies, if, without Network’s prior written consent, an Affiliate Party enters into any “local marketing agreement”, “time brokerage agreement,” “services agreement,” or similar arrangement or agreement pertaining to a Station’s programming, advertising or operations, or for the use (by lease or otherwise) by any party other than Affiliate of any portion of a Station’s broadcast time (or a Station otherwise becomes subject to any such agreement or arrangement), Network, in addition to all other remedies available at law or in equity, will have the right at any time to terminate this Agreement on 30 days’ written notice to Affiliate. 14. Authorizations: Affiliate holds all FCC licenses and other authorizations required to operate each Station in accordance with its station class and as it is currently being operated and shall maintain all such licenses and authorizations as are necessary to such Station’s operations, including all licenses issued by the FCC and performing rights licenses as now are or hereafter may be in general use by radio broadcasting stations and necessary for such Station’s broadcast of Network Programming. Each Station shall comply in all material respects with all governmental laws, rules, regulations, and policies, including, without limitation, the Communications Act of 1934, as amended (the “Act”), and the rules, regulations and policies of the FCC. The programming provided by Network will contain music (i) in the public domain, (ii) cleared at the source by Network or (iii) in the repertory of ASCAP, SESAC, BMI or GMR. Notwithstanding any other provision of this Agreement, Network does not represent or warrant that Affiliate may exercise the performing rights to such music without paying a performing rights royalty or license fee. 15. Warranties and Indemnification: (a) Network Warranties. Network warrants that it has the full right, power and authority to authorize the Stations to broadcast the Network Programming as provided herein. Network further warrants that the Network Programming as provided by Network (except as may be caused by any additions, deletions, or modifications by Affiliate or others) does not infringe any other material, or violate or infringe any common law or statutory rights of any party including, without limitation, contractual rights, copyrights, trademarks and privacy rights. Network warrants that it is fully authorized to enter into and fully perform this Agreement and that it has no obligations or commitments as of the date hereof, except as set forth in this Agreement, that would materially interfere or conflict with the performance of its obligations pursuant to this Agreement. Notwithstanding any other provision of this Agreement, Affiliate’s sole recourse for breach of a warranty given hereunder shall be to seek monetary indemnification pursuant to the procedures of Section 15(c) below for actual and direct damages incurred as a result of any failure of Network to comply with the warranties set forth in this Section 15(a), and Affiliate shall have no right to seek specific performance, termination of this Agreement, or any other form of relief or damages in law or equity with respect thereto. (b) Affiliate Warranties and Covenants. Each Affiliate Party warrants and covenants that (i) Affiliate (through one or more Affiliate Subsidiaries and LicenseCo Subsidiaries) holds, and during the Term will hold, all licenses and authorizations issued by the FCC and other governmental licenses and authorizations to fully perform this Agreement, and (ii) subject to Network’s performance of its obligations under any Facilities Agreement, Affiliate (through one or more Affiliate Subsidiaries and LicenseCo Subsidiaries) owns or leases and during the Term will continue to own or lease all other assets, necessary for the operation of each Station and the

8 conduct of each Station’s business as currently conducted. Affiliate covenants that it will operate the Stations in compliance in all material respects with the rules, regulations and policies of the FCC and the Act. Each Affiliate Party warrants that it is fully authorized to enter into and fully perform this Agreement, that it has no obligations or commitments as of the date hereof, except as set forth in this Agreement, that would materially interfere or conflict with the performance of its obligations pursuant to this Agreement and that it shall not enter into any such commitments during the Term of this Agreement. Each Affiliate Party warrants that any programming or commercial advertisements that are broadcast on a Station which are not provided by Network shall meet all reasonable standards established by Network. (c) Indemnification. Network agrees to indemnify, defend and hold harmless Affiliate and its Related Companies (as defined below), and their respective officers, directors, stockholders, agents and employees, from all third-party claims, liabilities, costs (including reasonable attorneys’ fees) and expenses resulting from the broadcast, pursuant to the terms of this Agreement, of Network Programming as furnished by Network, without any deletions, additions or modifications by Affiliate, but solely to the extent that such third-party claims, damages, liabilities, costs and expenses result from enforcement actions of the FCC or any other governmental entity relating to the Network Programming, are based upon alleged libel, slander, defamation, invasion of the right of privacy, or violation or infringement of copyright or literary or dramatic rights or any action for invasion of the rights of privacy or publicity, or arise out of the breach by Network of any of the warranties contained in subsection (a) of this Section 15 or the failure by Network to perform any of its covenants or obligations required of it herein. Affiliate and its Related Companies, jointly and severally, agree to indemnify, defend and hold harmless Network and its Related Companies, and their respective officers, directors, stockholders, agents and employees, from and against any and all third-party claims, liabilities, costs (including reasonable attorneys’ fees) and expenses arising out of the failure by Affiliate or any Station to perform any of its covenants or obligations required of it hereunder relating to the distribution of the Network Programming, including without limitation such claims, damages, costs and expenses that are based upon or arise from (1) any deletions, additions, or modifications to the Network Programming made by Affiliate or its employees, officers or agents; (2) commercials or other insertions made by Affiliate or its employees, officers or agents; or (3) the breach by Affiliate of any of the warranties contained in subsection (b) of this Section 15. The party entitled to indemnification hereunder will promptly notify the other party in writing of any such action and will control the resolution of such action; provided, that the indemnifying party shall be permitted to participate in the resolution of the action at its own cost and expense. The settlement of any such claim or action without the prior written consent of the indemnifying party will release the indemnifying party from any obligation with respect to the settled claim or action. For purposes hereof, the term “Related Companies” means any person who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified person, where “control” means the possession, directly or indirectly, or as trustee or executor, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise. 16. Default: In the event Affiliate has made any material misrepresentation herein or defaults in its performance of any material obligation hereunder, or is in material breach of any of its representations, warranties or covenants herein, and if such misrepresentation, default, failure

9 or breach continues for a period of thirty (30) days after receipt of written notice given by Network, then Network, if not then in default of any material obligation hereunder, may terminate this Agreement upon written notice to Affiliate, and the Network will have all remedies available in equity or law. In the event Network has made any material misrepresentation herein or defaults in its performance of any material obligation hereunder, or is in material breach of any of its representations, warranties or covenants herein, and if such misrepresentation, default, failure or breach continues for a period of thirty (30) days after receipt of written notice to Network, then one or more Affiliate Subsidiaries may seek monetary indemnification for actual and direct damages incurred as a result of such misrepresentation or default as set forth in Section 15(c) hereto, but, for so long as Network continues to provide Network Programming to the Station, neither Affiliate Parent nor any Affiliate Subsidiary or LicenseCo Subsidiary shall have the right to seek specific performance, termination of this Agreement, or any other form of relief or damages in law or equity with respect thereto. 17. Specific Performance: The parties recognize that in the event either party should refuse to perform under the provisions of this Agreement, the non-breaching party would be irreparably damaged and monetary damages alone would not be adequate to compensate the non- breaching party. In such event, except as provided in Section 16 hereof and to the extent consistent with FCC rules, regulations, policies and precedent, the parties agree that the non-breaching party shall be entitled to injunctive or equitable relief, including, without limitation, specific performance of any and all terms of this Agreement. In the event of any action to enforce specific performance under this Agreement, the non-performing party hereby waives the defense that there is an adequate remedy at law, its right to require the non-breaching party to post a bond, and its rights, if any, to a jury trial, and the prevailing party shall be entitled to reasonable attorney’s fees and court costs. 18. Confidentiality: Affiliate agrees to keep the terms and conditions of this Agreement and any related amendments or agreements between the parties strictly confidential except as may be required by law, in which case Affiliate shall notify Network of such proposed disclosure as soon as possible and redact the terms of such documents to the fullest extent possible. The parties may disclose the existence of this Agreement, but except as provided above, shall not disclose the Agreement or any of its terms to any third party except to such party’s accountants, auditors, agents, legal counsel and Related Companies on a need to know basis. 19. Affiliate Discretion: (a) Affiliate acknowledges that it is familiar with the type of Network Programming the Network will supply to the Stations and has determined that the broadcast of such programming on the Stations would serve the public interest. However, nothing in this Agreement shall be construed to prevent or hinder Affiliate, pursuant to its rights under Section 73.658(e) of the FCC’s rules and its obligations as FCC licensee of the Stations, from (i) rejecting or refusing any portion of the Network Programming which Affiliate reasonably believes to be unsatisfactory or unsuitable or contrary to the public interest, or (ii) substituting a program on a temporary basis which, in Affiliate’s reasonable opinion, is of greater local or national importance. In the event Affiliate intends to reject, refuse, substitute or cancel any Network content, Affiliate shall endeavor to provide Network with at least forty-eight (48) hours’ prior written notice, including the reasons

10 therefor, and thereafter cooperate with Network regarding the provision of replacement programming by Network where feasible. (b) Affiliate confirms that no Network Programming shall be deemed to be unsatisfactory, unsuitable or contrary to the public interest based on programming performance or ratings, advertiser reactions or the availability of alternative programming (including but not limited to sporting events, movies, program length commercials and infomercials) which Affiliate believes to be more profitable. (c) In the event Affiliate preempts or otherwise fails to broadcast any portion of the Network Programming on the dates and at the times scheduled by Network, and such preemption or failure is not pursuant to either a legitimate exercise of Section 73.658(e) of the FCC’s rules or a Force Majeure Event, then without limiting any other rights or remedies of Network under this Agreement or otherwise, the applicable Affiliate Subsidiary shall pay to Network an amount equivalent to Network’s loss of gross revenues attributable to a Station’s failure to broadcast such Network Programming in the Station’s Metro, which payment is hereby acknowledged and agreed by the parties hereto to be a reimbursement of the cost to Network of such preemption and not a penalty. Notwithstanding anything to the contrary expressed or implied herein, the parties acknowledge that Affiliate has the ultimate responsibility to determine the suitability of the subject matter of program content, including commercial, promotional or public service announcements, and to determine which programming is of greater local or national importance, consistent with 47 C.F.R. Section 73.658(e). (d) In the event Affiliate preempts or otherwise fails to broadcast any portion of the Network Programming on a Station or notifies Network of its intention to do so, Network may elect to: (a) offer such Station an alternative time period for broadcast of the omitted Network program (including the commercial announcements contained therein and any replacements thereof), or (b) if such Station fails to agree to such alternative broadcast, or Network declines to offer such an alternative time period for broadcast, then in addition to all other remedies available to it, Network shall have the right to license the broadcast rights to the omitted portion of the Network Programming to any other distribution outlet for distribution in such Station’s Metro. 20. Miscellaneous: (a) If one or more provisions of this Agreement or the application thereof to any person or circumstances shall be held to violate any law or regulation, including, without limitation, any rule or policy of the FCC, or shall be held to be invalid or unenforceable to any extent (a “Conflicting Provision”), the Conflicting Provision shall have no further force or effect, but the remainder of this Agreement and the application of the Conflicting Provision to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law, except that, if any such violation, invalidity or unenforceability should change the basic economic positions of one or both parties, the parties shall negotiate in good faith to amend, modify or otherwise reform this Agreement (or portion thereof) to comply with law and preserve or restore, as the case may be, the rights and benefits, including economic benefits, contemplated by this Agreement or otherwise provide to the parties hereto rights and benefits substantially similar to those contemplated by this Agreement.

11 (b) This Agreement and all collateral matters shall be governed and construed under the laws of the State of Delaware (without regard to the choice of law provisions thereof), subject to applicable provisions of the Act and the rules, regulations and policies of the FCC. With respect to any action, suit, litigation or other proceeding arising directly or indirectly out of or otherwise relating to this Agreement (a “Proceeding”), each of Network and Affiliate (i) irrevocably and unconditionally submits and consents to the exclusive jurisdiction of: (A) the Court of Chancery of the State of Delaware or, if such Court of Chancery lacks subject matter jurisdiction, the Complex Commercial Division of the Superior Court of the State of Delaware or (B) in the event that a Proceeding involves claims exclusively within the jurisdiction of the federal courts, in the United States District Court for the District of Delaware (all such courts, collectively, the “Chosen Courts” and, individually, each a “Chosen Court”), for itself and with respect to its property; (ii) agrees that all claims in respect of such Proceeding shall be heard and determined only in any Chosen Court (and the appropriate respective appellate courts therefrom); (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any Chosen Court; (iv) agrees that, except in connection with any Proceeding brought against a party in another jurisdiction by an independent third person, it shall not bring any Proceeding directly or indirectly relating to this Agreement in any forum other than a Chosen Court, except for the purpose of enforcing any award or judgment; and (v) agrees that it shall not assert and waives any objection it may have based on inconvenient forum to the maintenance of any action or proceeding so brought. Each party may make service on another party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 21. Nothing in this Section 20(b), however, shall affect the right of any person to serve legal process in any other manner permitted by applicable law. The parties each irrevocably waive their right to trial by jury in any Proceeding arising out of this Agreement. (c) This Agreement, together with the schedules and exhibits hereto, which are hereby incorporated herein by reference, constitutes the entire agreement and understanding between the parties with regard to the subject matter hereof, and supersedes all prior or contemporaneous oral or written agreements and representations between the parties with regard to the subject matter hereof. Any amendment, modification or alteration of this Agreement must be in writing and signed by the duly authorized representatives of the parties. No term or condition of this Agreement will be deemed waived, and no breach will be excused, unless such waiver or excuse is in writing and signed by the party against whom such waiver or excuse is claimed. Unless a different standard is indicated in the text, all references in this Agreement to obtaining the prior written consent of a party shall mean the prior written consent of that party in its sole discretion. This Agreement is not for the benefit of any third party and shall not be deemed to grant any right or remedy to any third party whether or not referred to herein. Nothing contained herein is intended to create an agency relationship or a partnership or joint venture between the parties. (d) For purposes of this Agreement, whenever the context requires: (i) the singular shall include the plural, and vice versa and (ii) “days” shall refer to calendar days, unless otherwise stated. Except where the context requires otherwise, the word “or” has the inclusive meaning represented by the phrase “and/or.” The words “include” and “including” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”

12 (e) Each of the parties hereto has been represented by legal counsel and the parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement. (f) The headings set forth in this Agreement are for convenience only and do not control or affect the meaning or construction of the provisions of this Agreement. (g) This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by electronic mail (“e-mail”) in pdf, shall be treated in all manners and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. (i) Affiliate Parent shall cause each Affiliate Subsidiary and LicenseCo Subsidiary to comply with the terms and conditions of this Agreement. 21. Notices: Any notice, demand or request required or permitted to be given under the provisions of this Agreement shall be in writing, including by e-mail, and shall be deemed to have been received on the date of personal delivery, on the third day after deposit in the U.S. mail if mailed by registered or certified mail, postage prepaid and return receipt requested, on the day after delivery to a nationally recognized overnight courier service if sent by an overnight delivery service for next morning delivery or when delivered by e-mail, and shall be addressed as set below (or to such other address as any party hereto may request by written notice): If to Network: MediaCo Holding Inc. 48 West 25th Street, Floor 3 New York, NY 10010 Attention: Chief Financial Officer and Vice President of Legal Email: legal@mediacoholding.com with a copy (which shall not constitute notice) to: Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, New York 10004 Attention: Philip Richter; Colum J .Weiden If to Affiliate or Station:

13 Estrella Broadcasting, Inc 1 Estrella Way Burbank, CA 91504 Attention: Peter Markham Email: pmarkham@EstrellaMedia.com with a copy (which shall not constitute notice) to: Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019 Attention: Brian Scrivani; Jeffrey Marell Email: bscrivani@paulweiss.com; jmarell@paulweiss.com [END OF PAGE] [SIGNATURE PAGE FOLLOWS]

[Signature Page – Network Affiliation Program Agreement – Radio] IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first set forth above. ESTRELLA MEDIA, INC. By: Name: Brian Kei Title: Chief Financial Officer DocuSign Envelope ID: 91E2D55A-8EE0-4145-8FC1-4EC3A4336F26

AFFILIATE SUBSIDIARIES: ESTRELLA RADIO BROADCASTING OF CALIFORNIA LLC By: ______________________________ Name: Brian Kei Title: Chief Financial Officer ESTRELLA RADIO BROADCASTING OF HOUSTON LLC By: ______________________________ Name: Brian Kei Title: Chief Financial Officer ESTRELLA RADIO BROADCASTING OF DALLAS LLC By: ______________________________ Name: Brian Kei Title: Chief Financial Officer LICENSECO SUBSIDIARIES: ESTRELLA RADIO LICENSE OF CALIFORNIA LLC By: ______________________________ Name: Brian Kei Title: Chief Financial Officer ESTRELLA RADIO LICENSE OF HOUSTON LLC By: ______________________________ Name: Brian Kei Title: Chief Financial Officer

16 ESTRELLA RADIO LICENSE OF DALLAS LLC By: ______________________________ Name: Brian Kei Title: Chief Financial Officer

EXHIBIT A Affiliated Station(s) Call Sign Class of Station FCC Fac. ID No. Network Programming Format KNTE FM 2131 La Raza KEYH AM 2911 Sale pending KQQK FM 19087 El Norte KTJM FM 20489 La Raza KZZA FM 23017 La Ranchera KNOR FM 36289 La Raza KBOC FM 64694 Luna KBUA FM 10097 Que Buena KBUA-FM1 FM Booster 10098 Que Buena KRQB FM 25809 Que Buena KBUE FM 34386 Que Buena KVNR AM 37223 Vietnamese KEBN FM 50513 Que Buena

18 EXHIBIT B BROADCAST SCHEDULE FOR NETWORK PROGRAMMING The Network will provide a 24/7 schedule of programming to the Stations, subject to modification from time to time by Network. Upon request by Affiliate, Network will make available to each Station certain weekly times for Affiliate-provided locally originated, non- infomercial programming intended to assist such Station in serving the public interest as may be agreed to by the parties from time to time.

19 EXHIBIT C Network Marks Trademark App No Filing Date Reg No Reg Date Owner AQUI MANDA LA RAZA 764984 01 17-Mar- 2003 468621 8 17-Feb- 2015 Estrella Media, Inc. EL NORTE LA ESTACION DE LA RAZA 762965 75 06-Aug- 2001 468621 6 17-Feb- 2015 Estrella Media, Inc. LA RANCHERA 762969 71 06-Aug- 2001 273021 2 24-Jun- 2003 Estrella Media, Inc. LA RAZA 98.5 Y 103.3 FM 762965 84 06-Aug- 2001 468621 7 17-Feb- 2015 Estrella Media, Inc.

20 EXHIBIT D NETWORK PROGRAMMING FEES In consideration of the Network Programming provided hereunder, the Affiliate Subsidiaries shall, jointly and severally, pay to Network for each month of the Term a monthly fee equal to sixty-three percent (63%) of the revenue collected from the Stations’ Advertisements (defined below) during such calendar month (the “Network Programming Fee”), which fee shall be prorated if the first or last day of the Term, as the case may be, is not the first or last day of the calendar month. The Network Programming Fee will be remitted by the Affiliate Subsidiaries in arrears for each month within fifteen (15) days after the end of such calendar month of the Term (the “Due Date”) via wire transfer or ACH, per Network instructions which shall be provided (e.g., the Network Programming Fee for January Station collections shall be due February 15). In the event that the Affiliate Subsidiaries fail to make a payment by the Due Date, then such Affiliate Subsidiaries shall be liable to Network for interest charges on such delinquent amount(s) at the rate of one and a half percent (1.5%) per month or the maximum rate of interest permitted by law, whichever is less, commencing with the Due Date and ending upon payment of such delinquent amount and accrued interest. This obligation shall survive the expiration or termination of this Agreement. For purposes of the calculations above, “Advertisements” shall mean all forms of broadcast national, regional and local spot advertising (including political advertising), sponsorships, direct response advertising, paid programming (including infomercials), and all long-form advertising available for sale by the Stations and all forms of advertisements relating to distribution of a Station’s programming, excluding trade.

Execution Version NETWORK AFFILIATION PROGRAM AGREEMENT This Network Affiliation Agreement (this “Agreement”), dated as of April 17, 2024, is made by and among MediaCo Operations LLC, a Delaware limited liability company (“Network”), Estrella Media, Inc., a Delaware corporation (“Affiliate Parent”), which, through its subsidiaries (listed on the signature pages to this Agreement as either an “Affiliate Subsidiary” or a “LicenseCo Subsidiary”; Affiliate Parent, together with each Affiliate Subsidiary and LicenseCo Subsidiary, collectively, “Affiliate”), is licensed by the Federal Communications Commission (the “FCC”) to operate the television broadcast stations listed in Exhibit A hereto (each a “Station” and, collectively, the “Stations”). In consideration of the mutual covenants, conditions and obligations set forth below, the parties, intending to be legally bound, agree as follows: 1. Network Programming: Subject to the terms and conditions of this Agreement, Affiliate has determined that the public interest, convenience and necessity would be served by the Stations’ transmission of programs and other material made available to the Stations by Network (“Network Programming”) for distribution on the Stations’ broadcast channels. 2. Program License: Subject to the terms of this Agreement, Network grants Affiliate, and Affiliate accepts from Network, a limited, non-exclusive license for the Stations to broadcast Network Programming as described under the column entitled “Network Programming by Stream” set forth on Exhibit A for each Station, for the hours and at the times set forth in Exhibit B. Nothing in this Agreement shall prevent Network from offering Network Programming for carriage by direct broadcast satellite service, Internet streaming, or other technology at any location. Network may offer Network Programming via fiber, satellite or any other means of delivery, as determined by Network, to full or low power television stations, multichannel video program distributors as defined in Section 76.64(d) of the FCC’s rules (“MVPDs”), IPTV operators, and/or Over the Top (“OTT”) services (and any other distribution services regardless of technology) at any location. Affiliate’s acceptance of the license granted by Network under this Agreement constitutes its agreement to broadcast Network Programming in accordance with the terms of the license and this Agreement. Affiliate agrees that it is the essence of this Agreement that it shall broadcast the Network Programming supplied to each Station in its entirety over such Station’s facilities, subject to FCC rules, regulations and policies and Section 19 of this Agreement. It is expressly understood by the parties that the programming supplied by Network to each Station shall contain a minimum of three (3) hours per week of core children’s educational programming as required by the FCC’s children’s programming guidelines. 3. Preemptions: Except where agreed to in writing by Network in advance, Affiliate agrees to full, in pattern clearance of all Network Programming, subject only to preemptions in accordance with FCC rules, regulations and policies and Section 19 of this Agreement. The Affiliate Subsidiaries shall reimburse Network for lost network gross ad revenue for any non- clearances by Affiliate, except for those preemptions done in accordance with the preceding sentence.

2 Transmission: Affiliate shall cause each Station to transmit its respective Network Programming, including all advertising and promotional content therein, from such Station’s originating transmitter and antenna for free over-the-air television home reception at 720p resolution or such other resolution mutually agreeable to the parties and, subject to the respective rights and restrictions herein, associated retransmission on MVPDs serving the Station’s DMA (as defined by Nielsen), without any editing, delay, addition, alteration or deletion, including without limitation all network identifications, L-bars, bugs, banners or other visual displays for commercial or informational purposes, and all enhanced or interactive content and advertisements. Subject to Section 19, each Station shall broadcast each Network program from the commencement of Network origination until the completion of the program, including but not limited to credits. Upon reasonable request by Network, Affiliate shall submit to Network using forms to be provided by Network and at times to be specified by Network, certified reports confirming a Station’s broadcast of the Network Programming and the commercials and other content and data contained therein. Each Station shall carry the Network Programming on its primary channel and/or multicast channels as set forth in Exhibit A in the technical format provided by Network consistent with the ATSC 1.0 transmission standard, give the highest statistical multiplex priority to the Network Programming, and allocate a nominal bit rate of at least 14 Mbps to the Network Programming. 4. Each Station will include with the Network Programming transmitted all “program-related material” without alteration and as approved by Network. As used in this paragraph, “program-related material” shall mean (i) closed-captioning information, (ii) program identification codes, (iii) program ratings information, (iv) alternative language audio related to the programming, (v) Video Descriptive Services, (vi) Active Format Descriptor data, (vii) Nielsen data, (viii) any data conveyed by embedded video and/or audio watermarks, (ix) programming, data and other enhancements which are related to the programming and network advertisements provided to the Station, (x) such other material as specified by Network in its reasonable judgment, (xi) other material as may be provided by Network that is necessary to provide the Network Programming, (xii) information and material directly associated with specific network commercial advertisements contained in the Network programs included in the Network Programming, and (xiii) information and material designed to promote the Network Programming. 5. Usage and Retransmission: No Station shall authorize, cause, or permit, without Network’s prior written consent, any programming or other material furnished to such Station hereunder to be recorded, duplicated, rebroadcast or otherwise transmitted or used for any purpose other than broadcasting by such Station as provided herein. Notwithstanding the foregoing, no Station shall be restricted in the exercise of its signal carriage rights pursuant to any applicable rule or regulation of the FCC with respect to retransmission of its broadcast signal by any MVPD which is located within the DMA in which such Station is located; provided that where granting authorization for carriage by an MVPD, Affiliate shall (i) grant consent only to carriage of such Station’s signal in its entirety for simultaneous retransmission on standard television without alteration, (ii) Affiliate shall not grant retransmission consent to any MVPD whose subscribers are located outside of the DMA in which the Station’s community of license is located without the prior written consent of Network, and (iii) Affiliate shall not grant any TVE, OTT or streaming rights without the prior written consent of Network. Neither this Agreement nor any grant by

3 Affiliate of retransmission consent conveys any license or sublicense in or to the copyrights of Network Programming and Network shall in no way be a party to or incur any duty, liability or other obligation in connection with any retransmission consent granted by Affiliate. Without limiting the foregoing and any other terms herein, no Station may consent to retransmission or carriage of the Network Programming via any portion of the Internet without the prior written consent of Network. 6. Programming Rights: (a) Limitation of Rights. Affiliate shall not, without Network’s prior written consent, (i) authorize the transmission of all or any portion of the Network Programming into a place where admission is charged or where the reception of the transmission is made subject to the payment of a fee; or (ii) relay the telecast of all or any portion of the Network Programming to any other party (except as otherwise specifically provided in this Agreement for retransmission by MVPDs). (b) Advertising Inventory. Included within the Network Programming is advertising sold on Network’s behalf (“Network Availabilities”), with all proceeds thereof retained by the Network for its own account. The Network Programming shall also contain availabilities for each Station (“Station Availabilities”), the proceeds of which are for the account of such Station and shall be held at all times by the applicable Affiliate Subsidiary. The time allocated to Station Availabilities shall be consistent with past practice, as may be adjusted by the Network from time to time. Affiliate shall have the right to use the Station Availabilities for the insertion of advertising sold on a Station’s behalf, and no Station shall insert Station advertising into the Network Availabilities or otherwise modify, substitute or delete the content inserted by Network into the Network Availabilities, including promotional spots. (c) Unauthorized Copying. Affiliate shall not cause, authorize, or permit or enable others to cause, authorize or permit the duplication or recording of all or any portion of the Network Programming over the facilities of any other broadcast station, or by any other facility, device, medium, or method not expressly authorized hereunder, including the Internet (including, without limitation, video streaming, simulcasting, or interactive television) or any other technology now known or hereafter devised by which television service may be delivered; provided, however, that this provision shall not preclude rebroadcast of a Station’s signal by a television translator or booster station or digital repeater owned or operated, and licensed by the FCC, to Affiliate which is located in the Station’s DMA. Notwithstanding the foregoing, in the event that the signal emanating from any of a Station’s translators, boosters or digital repeaters is received and rebroadcast in a community outside a Station’s DMA, Network shall have the right, at any time, to rescind Affiliate’s right to rebroadcast the Network Programming on such translators, boosters and digital repeaters. Affiliate shall take all reasonable precautions to prevent any such recording, copying or duplicating. Notwithstanding the foregoing, if a Station is located in the Mountain Time Zone, Affiliate may pre-record programming from the satellite feed for later telecast at the times scheduled by Network; provided, that Affiliate erase all such pre-recorded programming promptly after its scheduled telecast. (d) Programming Changes. The selection, scheduling, substitution, cancellation and withdrawal of any Network Programming or portion thereof shall at all times remain within the

4 sole discretion and control of Network. Network reserves the right to obtain programming from any source whatsoever, including but not limited to obtaining all or a portion of the Network Programming from one or more program suppliers. Network shall have the right, in its sole discretion, to (i) modify, cancel or replace any Network program, (ii) change the day or time period during which any Network program is scheduled to be broadcast, or (iii) make any other changes to the Network schedule; provided that Network shall not make any fundamental change in the programming strategy or target demographics of a Network Programming stream without written notice to and prior written consent by Affiliate. (e) Non-Network Programs. Network retains the right, within its sole discretion, to produce and/or to distribute, by means other than the Network, programming of every nature and kind to any other station or medium on any terms whatsoever. (f) Additional Network Rights. Subject to the proviso of Section 6(d), nothing in this Agreement shall preclude Network from taking any action not specifically prohibited herein, including, but not limited to: (i) establishing new networks, including but not limited to, television or audio broadcasting networks and cable programming networks, (ii) affiliating the Network with any international network on terms and conditions determined solely by Network, (iii) transferring Network program(s) to any other programming service, whether established by Network or any other entity, (iv) repurposing any Network program(s), including sharing them with, or authorizing their transmission in whole or in any part at any time on or by, any other cable, satellite, broadcast or other program service or station, whether or not commonly owned by or with Network, or (v) using such Network programs or program material for any other purpose. (g) Copyright and Trademark. All rights in and to the Network Programming not specifically granted to Affiliate herein are reserved to Network for its exclusive use. All right, title and interest in and to the Network programs and other content remain the property of Network, subject only to Affiliate’s right to broadcast the Network Programming in accordance with this Agreement. Network hereby licenses Affiliate to use the trade and service marks listed in Exhibit C, as such list may be modified in writing by Network from time to time (collectively, the “Marks”), in connection with the performance of Affiliate’s obligations under this Agreement, subject to the following conditions: (i) Affiliate shall at all times use the Marks in a manner that is of the quality and standards approved by Network; (ii) Affiliate agrees that it will not use the Marks in a manner that might tend to reflect negatively on the Marks and/or the Network Programming; (iii) Affiliate agrees that this Agreement does not give Affiliate any right, title, or interest in the Marks, that the Marks are the sole property of Network and that any use of the Marks by Affiliate shall inure solely to the benefit of Network. Affiliate agrees that it will not register or seek to register the Marks or a trademark, trade name or service mark that is confusingly similar to the Marks as a trademark, service mark or trade name in either the United States Patent and Trademark Office or any state or foreign country. Affiliate shall not register a Uniform Resource Locator (URL) or other web name using the words “Estrella” or “EstrellaTV” or any

5 variation thereof. Affiliate will use appropriate notification of the trademark rights or registration on all visual displays of the Marks, including use of the encircled “R” symbol (“®”) and/or the letters TM or SM, as appropriate, in conjunction with the use of the Marks; (iv) Affiliate shall notify Network promptly of any infringement of Network’s rights in the Marks, including, but not limited to, Network’s copyright and trademark rights, that comes to the attention of Affiliate. Affiliate shall reasonably cooperate, at Network’s expense, with Network’s efforts to stop any such infringement; and (v) Affiliate agrees that this Agreement does not give Affiliate any right, title or interest in any marks included in programming purchased by Network and that any use of such marks shall be subject to the prior approval of Network and, in any event, in full compliance with the limitations established from time to time by Network, including as needed to comply with Network’s agreements with such programmers. (h) ATSC 3.0. The program rights provided hereunder are for ATSC 1.0 transmission only. Network and Affiliate agree to discuss in good faith the transition to the ATSC 3.0 transmission standard and associated contractual and business terms at the time of the transition, incorporating any appropriate amendments to this Agreement as may be agreed upon. 7. Program Delivery: Network will deliver the Network Programming by means chosen by the Network in its sole discretion and Affiliate shall take all necessary actions to receive such programming for use in accordance with the terms and conditions of this Agreement. Affiliate shall be obligated to process and broadcast the Network Programming over each Station’s facilities in accordance with this Agreement and shall acquire ownership of or access to, and maintain at all times, at the Affiliate Subsidiaries’ expense, any equipment which may be reasonably necessary to receive, distribute, decompress or decode the signal for the Network Programming. Network shall have the right in its sole discretion to change the method of delivery and shall give Affiliate written notice of any change in delivery method. In the event of emergency circumstances requiring an immediate change to the delivery method (e.g., the failure of a satellite or the Internet), Network will provide notice to Affiliate as promptly as commercially practicable. All costs and expenses of transmitting the Network Programming by satellite or other method, including the maintenance of a network operations center, satellite transmission facilities and satellite transponder time, shall be borne by Network. To the extent requested by Affiliate and where commercially practicable for Network to provide such services/facilities, Network agrees to negotiate in good faith a Facilities and Services Agreement (“Facilities Agreement”) to provide any services/facilities needed by Affiliate to perform its obligations hereunder. 8. Network Programming Fee: As consideration for the Network Programming and the Station Availabilities provided by Network therein, the Affiliate Subsidiaries shall, jointly and severally, pay (and Affiliate Parent shall cause the Affiliate Subsidiaries to pay) to Network the Network Programming Fee as set forth in Exhibit D.

6 9. Term and Termination: (a) Unless earlier terminated in accordance with its provisions, the term of this Agreement shall be seven (7) years (the “Initial Term”) from the date first above written. Upon expiration of the Initial Term, this Agreement will renew automatically for a renewal term of an additional seven (7) years (the “Renewal Term”) unless the parties mutually agree otherwise in writing at least one hundred and eighty (180) days prior to expiration of the Initial Term, in which case this Agreement will terminate effective upon expiration of the Initial Term. The Initial Term and any Renewal Term are referred to collectively herein as the “Term.” (b) Notwithstanding any other provision of this Agreement or any other agreement, upon expiration or termination of this Agreement, the consent granted to Affiliate to broadcast the Network Programming on the Stations or to utilize Network services or facilities shall be deemed immediately withdrawn and Affiliate shall have no further rights thereto. All payment obligations relating to the period prior to expiration or termination of this Agreement shall survive such expiration or termination. (c) This Agreement may also be terminated pursuant to Sections 12, 13, and 16 hereof. (d) Sections 9(b) and (d), 15, 18, and 21, as well as Exhibit D, shall survive the expiration or termination of this Agreement. 10. Promotion and Station Identification: (a) Promotion. Network and Affiliate will promote the broadcast of the Network Programming in a cooperative manner. Affiliate agrees to consider and, to the extent it deems consistent with the public interest, convenience and necessity, follow guidelines established by Network with respect to the promotion of the Network Programming in each Station’s service area. Throughout the Term of this Agreement, Network will make available to Affiliate such promotional materials as Network and Affiliate mutually deem appropriate. Network may, from time to time, undertake marketing tests and surveys, rating polls and other research in connection with the Network Programming. Affiliate will cooperate, and will cause each Station to cooperate, in such research by rendering such assistance as Network may reasonably request and which Affiliate and such Station can reasonably provide. (b) Station Identification. During the Term of this Agreement, Affiliate shall identify each Station exclusively as an affiliate of the Network or such other or additional name(s) as Network may subsequently designate in writing, in all Station identifications telecast and in all other promotional material distributed by Affiliate or under Affiliate’s control with respect to such Station. Such identification may be preceded or followed by such Station’s call letters, community of license and channel position. During the Term, Affiliate shall identify each Station to all ratings services, including, but not limited to, Nielsen Media Research, as being the primary Network affiliate in the community to which such Station is licensed. 11. Failure of Performance Due to Force Majeure: Neither Network nor Affiliate shall incur any liability hereunder because of Network’s failure to deliver or a Station’s failure to

7 broadcast the Network Programming due to acts of God, non-delivery by program suppliers, legal enactment, labor disputes, satellite transmission issues, or other causes beyond the reasonable control of Network or Affiliate (“Force Majeure Event”), provided that the affected party takes commercially reasonable steps to promptly address the matter. 12. Changes in Station Facilities: In the event that the location of any Station’s antenna, or any Station’s power, frequency, channel mapping, bandwidth allocation, programming format, or other operating parameters are materially changed at any time during the Term so that such Station is of materially less value to the Network than at the date of this Agreement, then the Network will have the right to terminate this Agreement with regard to such Station upon thirty days' prior written notice to Affiliate. Affiliate will notify the Network immediately in writing if application is made to the FCC to modify permanently in a material manner the transmitter location, power or frequency of any Station. If at any time during the Term a Station is off the air, or operating at less than fifty percent of its licensed power, for a period of seventy-two hours or longer, Affiliate must immediately notify the Network. The Network may also terminate this Agreement with respect to a Station upon thirty days' prior written notice in the event that such Station is off the air for a period exceeding thirty days or if it is operating at less than fifty percent of its full licensed power for a period exceeding 120 days. 13. Transfer or Assignment: The rights and obligations of Network and Affiliate under this Agreement shall be binding upon their respective assignees, transferees or successors in interest. This Agreement shall not be assigned or transferred (whether directly or indirectly, or by a transfer of control or otherwise), in whole or in part, by Affiliate Parent, an Affiliate Subsidiary or a LicenseCo Subsidiary (each, an “Affiliate Party”) without the prior written consent of Network, in the sole discretion of Network, and any permitted assignment shall not relieve an Affiliate Party of its obligations hereunder. Any purported assignment by an Affiliate Party without such consent shall be null and void and not enforceable against Network and shall be considered a default by such Affiliate Party under this Agreement. Affiliate shall immediately notify Network in writing if any application is made to the FCC pertaining to an assignment or a transfer of control of an Affiliate Party’s license for a Station or any interest therein, except for “short form” assignments or transfers of control made pursuant to Section 73.3540(f) of the FCC’s rules which do not affect the applicability of this Agreement to the applicable Station or Stations (“Short Form Transfers”). For purposes of this Section 13, a “transfer of control” shall include an Affiliate Party’s relinquishment or return of a Station’s FCC licenses to the government. Network shall have the right to terminate this Agreement, effective upon 30 days’ written notice to Affiliate after notification of any such application (or at any time after it becomes aware of the filing of such application) to which Network did not grant consent as set forth above, regardless as to whether the proposed assignee or transferee agrees to assume such Affiliate Party’s obligations hereunder. Each Affiliate Party agrees that, upon Network’s request, such Affiliate Party shall procure and deliver to Network, in form reasonably satisfactory to Network, the agreement of the proposed assignee or transferee that, upon consummation of the assignment or transfer of control of a Station’s authorization, the assignee or transferee will assume and perform this Agreement in its entirety without limitation of any kind. If Affiliate fails to notify Network of the proposed assignment or transfer of control of a Station’s authorization (except for Short Form Transfers), or fails to procure the agreement of the proposed assignee or transferee in

8 accordance with this Section 13, then such failure shall be deemed a material breach of this Agreement. Without limitation to any other provision of this Agreement or to any of Network’s rights or remedies, if, without Network’s prior written consent, an Affiliate Party enters into any “local marketing agreement”, “time brokerage agreement,” “services agreement,” or similar arrangement or agreement pertaining to a Station’s programming, advertising or operations, or for the use (by lease or otherwise) by any party other than Affiliate of any portion of a Station’s broadcast time (or a Station otherwise becomes subject to any such agreement or arrangement), Network, in addition to all other remedies available at law or in equity, will have the right at any time to terminate this Agreement on 30 days’ written notice to Affiliate. 14. Authorizations: Affiliate holds all FCC licenses and other authorizations required to operate each Station in accordance with its station class and as it is currently being operated and shall maintain all such licenses and authorizations as are necessary to such Station’s operations, including all licenses issued by the FCC and performing rights licenses as now are or hereafter may be in general use by television broadcasting stations and necessary for such Station’s broadcast of Network Programming. Each Station shall comply in all material respects with all governmental laws, rules, regulations, and policies, including, without limitation, the Communications Act of 1934, as amended (the “Act”), and the rules, regulations and policies of the FCC. The programming provided by Network will contain music (i) in the public domain, (ii) cleared at the source by Network or (iii) in the repertory of ASCAP, SESAC, BMI or GMR. Notwithstanding any other provision of this Agreement, Network does not represent or warrant that Affiliate may exercise the performing rights to such music without paying a performing rights royalty or license fee. 15. Warranties and Indemnification: (a) Network Warranties. Network warrants that it has the full right, power and authority to authorize the Stations to broadcast the Network Programming as provided herein. Network further warrants that the Network Programming as provided by Network (except as may be caused by any additions, deletions, or modifications by Affiliate or others) does not infringe any other material, or violate or infringe any common law or statutory rights of any party including, without limitation, contractual rights, copyrights, trademarks and privacy rights. Network warrants that it is fully authorized to enter into and fully perform this Agreement and that it has no obligations or commitments as of the date hereof, except as set forth in this Agreement, that would materially interfere or conflict with the performance of its obligations pursuant to this Agreement. Notwithstanding any other provision of this Agreement, Affiliate’s sole recourse for breach of a warranty given hereunder shall be to seek monetary indemnification pursuant to the procedures of Section 15(c) below for actual and direct damages incurred as a result of any failure of Network to comply with the warranties set forth in this Section 15(a), and Affiliate shall have no right to seek specific performance, termination of this Agreement, or any other form of relief or damages in law or equity with respect thereto. (b) Affiliate Warranties and Covenants. Each Affiliate Party warrants and covenants that (i) Affiliate (through one or more Affiliate Subsidiaries and LicenseCo Subsidiaries) holds, and during the Term will hold, all licenses and authorizations issued by the FCC and other governmental licenses and authorizations to fully perform this Agreement, and (ii) subject to

9 Network’s performance of its obligations under any Facilities Agreement, Affiliate (through one or more Affiliate Subsidiaries and LicenseCo Subsidiaries) owns or leases and during the Term will continue to own or lease all other assets, necessary for the operation of each Station and the conduct of each Station’s business as currently conducted. Affiliate covenants that it will operate the Stations in compliance in all material respects with the rules, regulations and policies of the FCC and the Act. Each Affiliate Party warrants that it is fully authorized to enter into and fully perform this Agreement, that it has no obligations or commitments as of the date hereof, except as set forth in this Agreement, that would materially interfere or conflict with the performance of its obligations pursuant to this Agreement and that it shall not enter into any such commitments during the Term of this Agreement. Each Affiliate Party warrants that any programming or commercial advertisements that are broadcast on a Station which are not provided by Network shall meet all reasonable standards established by Network. (c) Indemnification. Network agrees to indemnify, defend and hold harmless Affiliate and its Related Companies (as defined below), and their respective officers, directors, stockholders, agents and employees, from all third-party claims, liabilities, costs (including reasonable attorneys’ fees) and expenses resulting from the broadcast, pursuant to the terms of this Agreement, of Network Programming as furnished by Network, without any deletions, additions or modifications by Affiliate, but solely to the extent that such third-party claims, damages, liabilities, costs and expenses result from enforcement actions of the FCC or any other governmental entity relating to the Network Programming, are based upon alleged libel, slander, defamation, invasion of the right of privacy, or violation or infringement of copyright or literary or dramatic rights or any action for invasion of the rights of privacy or publicity, or arise out of the breach by Network of any of the warranties contained in subsection (a) of this Section 15 or the failure by Network to perform any of its covenants or obligations required of it herein. Affiliate and its Related Companies, jointly and severally, agree to indemnify, defend and hold harmless Network and its Related Companies, and their respective officers, directors, stockholders, agents and employees, from and against any and all third-party claims, liabilities, costs (including reasonable attorneys’ fees) and expenses arising out of the failure by Affiliate or any Station to perform any of its covenants or obligations required of it hereunder relating to the distribution of the Network Programming, including without limitation such claims, damages, costs and expenses that are based upon or arise from (1) any deletions, additions, or modifications to the Network Programming made by Affiliate or its employees, officers or agents; (2) commercials or other insertions made by Affiliate or its employees, officers or agents; or (3) the breach by Affiliate of any of the warranties contained in subsection (b) of this Section 15. The party entitled to indemnification hereunder will promptly notify the other party in writing of any such action and will control the resolution of such action; provided, that the indemnifying party shall be permitted to participate in the resolution of the action at its own cost and expense. The settlement of any such claim or action without the prior written consent of the indemnifying party will release the indemnifying party from any obligation with respect to the settled claim or action. For purposes hereof, the term “Related Companies” means any person who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified person, where “control” means the possession, directly or indirectly, or as trustee or executor, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise.

10 16. Default: In the event Affiliate has made any material misrepresentation herein or defaults in its performance of any material obligation hereunder, or is in material breach of any of its representations, warranties or covenants herein, and if such misrepresentation, default, failure or breach continues for a period of thirty (30) days after receipt of written notice given by Network, then Network, if not then in default of any material obligation hereunder, may terminate this Agreement upon written notice to Affiliate, and the Network will have all remedies available in equity or law. In the event Network has made any material misrepresentation herein or defaults in its performance of any material obligation hereunder, or is in material breach of any of its representations, warranties or covenants herein, and if such misrepresentation, default, failure or breach continues for a period of thirty (30) days after receipt of written notice to Network, then one or more Affiliate Subsidiaries may seek monetary indemnification for actual and direct damages incurred as a result of such misrepresentation or default as set forth in Section 15(c) hereto, but, for so long as Network continues to provide Network Programming to the Station, neither Affiliate Parent nor any Affiliate Subsidiary or LicenseCo Subsidiary shall have the right to seek specific performance, termination of this Agreement, or any other form of relief or damages in law or equity with respect thereto. 17. Specific Performance: The parties recognize that in the event either party should refuse to perform under the provisions of this Agreement, the non-breaching party would be irreparably damaged and monetary damages alone would not be adequate to compensate the non- breaching party. In such event, except as provided in Section 16 hereof and to the extent consistent with FCC rules, regulations, policies and precedent, the parties agree that the non-breaching party shall be entitled to injunctive or equitable relief, including, without limitation, specific performance of any and all terms of this Agreement. In the event of any action to enforce specific performance under this Agreement, the non-performing party hereby waives the defense that there is an adequate remedy at law, its right to require the non-breaching party to post a bond, and its rights, if any, to a jury trial, and the prevailing party shall be entitled to reasonable attorney’s fees and court costs. 18. Confidentiality: Affiliate agrees to keep the terms and conditions of this Agreement and any related amendments or agreements between the parties strictly confidential except as may be required by law, in which case Affiliate shall notify Network of such proposed disclosure as soon as possible and redact the terms of such documents to the fullest extent possible. The parties may disclose the existence of this Agreement, but except as provided above, shall not disclose the Agreement or any of its terms to any third party except to such party’s accountants, auditors, agents, legal counsel and Related Companies on a need to know basis. 19. Affiliate Discretion: (a) Affiliate acknowledges that it is familiar with the type of Network Programming the Network will supply to the Stations and has determined that the broadcast of such programming on the Stations would serve the public interest. However, nothing in this Agreement shall be construed to prevent or hinder Affiliate, pursuant to its rights under Section 73.658(e) of the FCC’s rules and its obligations as FCC licensee of the Stations, from (i) rejecting or refusing any portion of the Network Programming which Affiliate reasonably believes to be unsatisfactory or unsuitable or contrary to the public interest, or (ii) substituting a program on a temporary basis

11 which, in Affiliate’s reasonable opinion, is of greater local or national importance. In the event Affiliate intends to reject, refuse, substitute or cancel any Network content, Affiliate shall endeavor to provide Network with at least forty-eight (48) hours’ prior written notice, including the reasons therefor, and thereafter cooperate with Network regarding the provision of replacement programming by Network where feasible. (b) Affiliate confirms that no Network Programming shall be deemed to be unsatisfactory, unsuitable or contrary to the public interest based on programming performance or ratings, advertiser reactions or the availability of alternative programming (including but not limited to sporting events, movies, program length commercials and infomercials) which Affiliate believes to be more profitable. (c) In the event Affiliate preempts or otherwise fails to broadcast any portion of the Network Programming on the dates and at the times scheduled by Network, and such preemption or failure is not pursuant to either a legitimate exercise of Section 73.658(e) of the FCC’s rules or a Force Majeure Event, then without limiting any other rights or remedies of Network under this Agreement or otherwise, the applicable Affiliate Subsidiary shall pay to Network an amount equivalent to Network’s loss of gross revenues attributable to a Station’s failure to broadcast such Network Programming in the Station’s DMA, which payment is hereby acknowledged and agreed by the parties hereto to be a reimbursement of the cost to Network of such preemption and not a penalty. Notwithstanding anything to the contrary expressed or implied herein, the parties acknowledge that Affiliate has the ultimate responsibility to determine the suitability of the subject matter of program content, including commercial, promotional or public service announcements, and to determine which programming is of greater local or national importance, consistent with 47 C.F.R. Section 73.658(e). (d) In the event Affiliate preempts or otherwise fails to broadcast any portion of the Network Programming on a Station or notifies Network of its intention to do so, Network may elect to: (a) offer such Station an alternative time period for broadcast of the omitted Network program (including the commercial announcements contained therein and any replacements thereof), or (b) if such Station fails to agree to such alternative broadcast, or Network declines to offer such an alternative time period for broadcast, then in addition to all other remedies available to it, Network shall have the right to license the broadcast rights to the omitted portion of the Network Programming to any other distribution outlet for distribution in such Station’s DMA. 20. MVPD Rights and Restrictions: (a) Network Non-Duplication. Each Station shall be entitled to assert network non- duplication protection against the simultaneous duplication by MVPD carriage in such Station’s DMA of any other television station’s broadcast of the Network Programming (or any lesser zone pursuant to geographic restrictions contained in the FCC rules and regulations, now or as subsequently modified) to the full extent of the law as provided by Sections 76.92 through 76.95 and Sections 76.120, 76.122, and 76.124 of the FCC’s rules. (b) Prohibition on MVPD Alterations to Network Programming and Content. For the avoidance of doubt, Affiliate acknowledges and agrees that it does not have the right to grant to

12 any MVPD the express and/or affirmative right to distribute, televise, render or otherwise offer through any device or process the Network Programming in a manner that results in any portion of the audio or video components of the Network Programming (including commercial advertisements, Network promos and station identifications contained therein) being made imperceptible in whole or in part, without regard to whether such result occurs at the direction of a viewer. (c) MVPD Reporting. Promptly following execution of this Agreement, Affiliate shall deliver to Network a true and accurate list of all cable systems, DTH satellite operators, and other MVPDs on which each Station is currently carried, indicating whether such carriage is due to an election of must carry rights or pursuant to a retransmission consent agreement; provided that all parties acknowledge that under a must-carry election, Affiliate may not receive carriage confirmation from MVPDs. To the extent not prohibited by law, Affiliate shall provide to Network, at times to be reasonably specified by Network, reasonable reports on the status of carriage of each Station by MVPD systems. 21. Miscellaneous: (a) If one or more provisions of this Agreement or the application thereof to any person or circumstances shall be held to violate any law or regulation, including, without limitation, any rule or policy of the FCC, or shall be held to be invalid or unenforceable to any extent (a “Conflicting Provision”), the Conflicting Provision shall have no further force or effect, but the remainder of this Agreement and the application of the Conflicting Provision to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law, except that, if any such violation, invalidity or unenforceability should change the basic economic positions of one or both parties, the parties shall negotiate in good faith to amend, modify or otherwise reform this Agreement (or portion thereof) to comply with law and preserve or restore, as the case may be, the rights and benefits, including economic benefits, contemplated by this Agreement or otherwise provide to the parties hereto rights and benefits substantially similar to those contemplated by this Agreement. (b) This Agreement and all collateral matters shall be governed and construed under the laws of the State of Delaware (without regard to the choice of law provisions thereof), subject to applicable provisions of the Act and the rules, regulations and policies of the FCC. With respect to any action, suit, litigation or other proceeding arising directly or indirectly out of or otherwise relating to this Agreement (a “Proceeding”), each of Network and Affiliate (i) irrevocably and unconditionally submits and consents to the exclusive jurisdiction of: (A) the Court of Chancery of the State of Delaware or, if such Court of Chancery lacks subject matter jurisdiction, the Complex Commercial Division of the Superior Court of the State of Delaware or (B) in the event that a Proceeding involves claims exclusively within the jurisdiction of the federal courts, in the United States District Court for the District of Delaware (all such courts, collectively, the “Chosen Courts” and, individually, each a “Chosen Court”), for itself and with respect to its property; (ii) agrees that all claims in respect of such Proceeding shall be heard and determined only in any Chosen Court (and the appropriate respective appellate courts therefrom); (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any Chosen Court; (iv) agrees that, except in connection with any Proceeding brought against a

13 party in another jurisdiction by an independent third person, it shall not bring any Proceeding directly or indirectly relating to this Agreement in any forum other than a Chosen Court, except for the purpose of enforcing any award or judgment; and (v) agrees that it shall not assert and waives any objection it may have based on inconvenient forum to the maintenance of any action or proceeding so brought. Each party may make service on another party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 22. Nothing in this Section 21(b), however, shall affect the right of any person to serve legal process in any other manner permitted by applicable law. The parties each irrevocably waive their right to trial by jury in any Proceeding arising out of this Agreement. (c) This Agreement, together with the schedules and exhibits hereto, which are hereby incorporated herein by reference, constitutes the entire agreement and understanding between the parties with regard to the subject matter hereof, and supersedes all prior or contemporaneous oral or written agreements and representations between the parties with regard to the subject matter hereof. Any amendment, modification or alteration of this Agreement must be in writing and signed by the duly authorized representatives of the parties. No term or condition of this Agreement will be deemed waived, and no breach will be excused, unless such waiver or excuse is in writing and signed by the party against whom such waiver or excuse is claimed. Unless a different standard is indicated in the text, all references in this Agreement to obtaining the prior written consent of a party shall mean the prior written consent of that party in its sole discretion. This Agreement is not for the benefit of any third party and shall not be deemed to grant any right or remedy to any third party whether or not referred to herein. Nothing contained herein is intended to create an agency relationship or a partnership or joint venture between the parties. (d) For purposes of this Agreement, whenever the context requires: (i) the singular shall include the plural, and vice versa and (ii) “days” shall refer to calendar days, unless otherwise stated. Except where the context requires otherwise, the word “or” has the inclusive meaning represented by the phrase “and/or.” The words “include” and “including” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” (e) Each of the parties hereto has been represented by legal counsel and the parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement. (f) The headings set forth in this Agreement are for convenience only and do not control or affect the meaning or construction of the provisions of this Agreement. (g) This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by electronic mail (“e-mail”) in pdf, shall be treated in all manners and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.

14 (h) Affiliate Parent shall cause each Affiliate Subsidiary and LicenseCo Subsidiary to comply with the terms and conditions of this Agreement. 22. Notices: Any notice, demand or request required or permitted to be given under the provisions of this Agreement shall be in writing, including by e-mail and shall be deemed to have been received on the date of personal delivery, on the third day after deposit in the U.S. mail if mailed by registered or certified mail, postage prepaid and return receipt requested, on the day after delivery to a nationally recognized overnight courier service if sent by an overnight delivery service for next morning delivery or when delivered by e-mail, and shall be addressed as set below (or to such other address as any party hereto may request by written notice): If to Network: MediaCo Operations LLC 48 W. 25th Street, Floor 3 New York, NY 10010 Attention: Chief Financial Officer and Vice President of Legal Email: legal@mediacoholding.com with a copy (which shall not constitute notice) to: Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, New York 10004 Attention: Philip Richter; Colum J .Weiden If to Affiliate or Station: Estrella Media, Inc. 1 Estrella Way Burbank, CA 91504 Attention: Peter Markham Email: pmarkham@EstrellaMedia.com with a copy (which shall not constitute notice) to: Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019 Attention: Brian Scrivani; Jeffrey Marell Email: bscrivani@paulweiss.com; jmarell@paulweiss.com [SIGNATURE PAGE FOLLOWS]

[Signature Page – Network Affiliation Program Agreement – TV] SIGNATURE PAGE TO NETWORK AFFILIATION PROGRAM AGREEMENT IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first set forth above. ESTRELLA MEDIA, INC. By: Name: Brian Kei Title: Chief Financial Officer DocuSign Envelope ID: 91E2D55A-8EE0-4145-8FC1-4EC3A4336F26

[Signature Page – Network Affiliation Program Agreement – TV] AFFILIATE SUBSIDIARIES: ESTRELLA TELEVISION OF HOUSTON LLC By: ______________________________ Name: Brian Kei Title: Chief Financial Officer ESTRELLA TELEVISION LLC By: ______________________________ Name: Brian Kei Title: Chief Financial Officer ESTRELLA KRCA TELEVISION LLC By: ______________________________ Name: Brian Kei Title: Chief Financial Officer DocuSign Envelope ID: 91E2D55A-8EE0-4145-8FC1-4EC3A4336F26

[Signature Page – Network Affiliation Program Agreement – TV] LICENSECO SUBSIDIARIES: ESTRELLA TELEVISION LICENSE OF HOUSTON LLC By: ______________________________ Name: Brian Kei Title: Chief Financial Officer ESTRELLA TELEVISION LICENSE LLC By: ______________________________ Name: Brian Kei Title: Chief Financial Officer DocuSign Envelope ID: 91E2D55A-8EE0-4145-8FC1-4EC3A4336F26

Execution Version EXHIBIT A Affiliated Station(s) Call Sign Class of Station FCC Fac. ID No. Network Programming by Stream KZJL(TV) DTV 69531 .1 – EstrellaTV .2 – E News .3 – ShopHQ .4 – ShopLC .5 – Positiv TV KRCA(TV) DTV 22161 .1 – EstrellaTV .2 – E News WGEN-TV DTV 27387 .1 – EstrellaTV .2 – E News .3 – ShopHQ .4 – ShopLC KETD(TV) DTV 37101 .1 – EstrellaTV .2 – E News .4 – ShopHQ .5 – Buzzr WESV-LD LPD 68043 .1 – EstrellaTV .2 – E News WASA-LD LPD 167320 .1 – EstrellaTV .2 – E News W18EU-D TX 4332 .1 – EstrellaTV WVFW-LD TX 6040 .1 – EstrellaTV W12DI-D TX 168058 .1 – EstrellaTV WGEN-LD TX 168060 .1 – EstrellaTV

19 EXHIBIT C Network Marks Trademark App No Filing Date Reg No Reg Date Owner AGUA FRESCA 970383 52 21-Sep- 2021 70274 85 11-Apr- 2023 Estrella Media, Inc. ALARMA TV 789088 16 15-Jun- 2006 34643 95 08-Jul- 2008 Estrella Media, Inc. BUSCANDO AMOR 765647 55 11-Dec- 2003 29805 20 02-Aug- 2005 Estrella Media, Inc. DIVORCIO USA 765858 32 08-Apr- 2004 30668 78 07-Mar- 2006 Estrella Media, Inc. EL NORTE 770787 59 09-Jan- 2007 34729 72 22-Jul- 2008 Estrella Media, Inc. ESTRELLATV 774950 40 10-Jun- 2008 53067 43 10-Oct- 2017 Estrella Media, Inc. ESTUDIO 2 785732 43 23-Feb- 2005 32887 03 04-Sep- 2007 Estrella Media, Inc. GANA LA VERDE 765858 34 08-Apr- 2004 30299 12 13-Dec- 2005 Estrella Media, Inc. GENTV 789155 78 23-Jun- 2006 35184 39 14-Oct- 2008 Estrella Media, Inc. GEN-TV 765022 44 31-Mar- 2003 29602 94 07-Jun- 2005 Estrella Media, Inc. JOSE LUIS SIN CENSURA 765647 57 11-Dec- 2003 29869 29 23-Aug- 2005 Estrella Media, Inc. LA MASCARA DEL AMOR 905287 37 14-Feb- 2021 66956 77 05-Apr- 2022 Estrella Media, Inc. LA RAZA TV 765647 62 11-Dec- 2003 46862 19 17-Feb- 2015 Estrella Media, Inc. LOS ANGELES EN VIVO 765647 56 11-Dec- 2003 30568 10 07-Feb- 2006 Estrella Media, Inc. RICA FAMOSA LATINA 293239 0 21-Apr- 2023 Estrella Media, Inc. RICA FAMOSA LATINA 976455 13 24-Oct- 2022 Estrella Media, Inc. SECRETOS 765858 33 08-Apr- 2004 30136 90 08-Nov- 2005 Estrella Media, Inc. TU-NIGHT CON OMAR CHAPARRO 901301 12 21-Aug- 2020 66678 25 08-Mar- 2022 Estrella Media, Inc. WGEN-TV 765022 43 31-Mar- 2003 29602 93 07-Jun- 2005 Estrella Media, Inc.

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Jacqueline Hernández certify that:

1.I have reviewed this quarterly report on Form 10-Q of MediaCo Holding Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: September 18, 2024
			/s/ Jacqueline Hernández
			Jacqueline Hernández
			Interim Chief Executive Officer (Principal Executive Officer)

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Ann C. Beemish, certify that:

1.I have reviewed this quarterly report on Form 10-Q of MediaCo Holding Inc.;

4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: September 18, 2024
			/s/ Ann C. Beemish
			Ann C. Beemish
			Executive Vice President, Chief Financial Officer and
			Treasurer

Exhibit 32.1

SECTION 1350 CERTIFICATION

The undersigned hereby certifies, in accordance with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in his capacity as an officer of MediaCo Holding Inc. (the “Company”), that, to his knowledge:

(1)the Quarterly Report of the Company on Form 10-Q for the period ended June 30, 2024, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: September 18, 2024
			/s/ Jacqueline Hernández
			Jacqueline Hernández
			Interim Chief Executive Officer (Principal Executive Officer)

Exhibit 32.2

SECTION 1350 CERTIFICATION

(1)the Quarterly Report of the Company on Form 10-Q for the period ended June 30, 2024, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: September 18, 2024
			/s/ Ann C. Beemish
			Ann C. Beemish
			Executive Vice President, Chief Financial Officer and
			Treasurer

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2024	Sep. 04, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
Document Transition Report	false
Entity File Number	001-39029
Entity Registrant Name	MEDIACO HOLDING INC.
Entity Incorporation, State or Country Code	IN
Entity Tax Identification Number	84-2427771
Entity Address, Address Line One	48 West 25th Street
Entity Address, Address Line Two	Third Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10010
City Area Code	212
Local Phone Number	229-9797
Title of 12(b) Security	Class A common stock, $0.01 par value
Trading Symbol	MDIA
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Central Index Key	0001784254
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Amendment Flag	false
Class A common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		41,289,461
Class B common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,413,197
Class C Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		0

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
NET REVENUES	$ 26,202	$ 12,080	$ 32,908	$ 19,415
OPERATING EXPENSES:
Operating expenses excluding depreciation and amortization expense	34,647	11,046	41,297	18,283
Corporate expenses	3,445	1,002	6,835	2,886
Depreciation and amortization	1,431	148	1,564	307
Loss (gain) on disposal of assets	5	0	5	(39)
Total operating expenses	39,528	12,196	49,701	21,437
OPERATING LOSS	(13,326)	(116)	(16,793)	(2,022)
OTHER INCOME (EXPENSE):
Interest expense, net	(3,782)	(116)	(3,918)	(219)
Change in fair value of warrant shares liability	(31,027)	0	(31,027)	0
Other income (expense)	10	(123)	20	6
Total other expense	(34,799)	(239)	(34,925)	(213)
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	(48,125)	(355)	(51,718)	(2,235)
PROVISION FOR INCOME TAXES	182	75	266	150
NET LOSS FROM CONTINUING OPERATIONS	(48,307)	(430)	(51,984)	(2,385)
DISCONTINUED OPERATIONS:
NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS	0	9	0	(143)
CONSOLIDATED NET LOSS	(48,307)	(421)	(51,984)	(2,528)
Net income attributable to noncontrolling interest	828	0	828	0
PREFERRED STOCK DIVIDENDS	128	596	851	1,186
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS, DILUTED	(49,263)	(1,017)	(53,663)	(3,714)
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$ (49,263)	$ (1,017)	$ (53,663)	$ (3,714)
Net loss per share attributable to common shareholders - basic and diluted:
Continuing operations - basic (in dollars per share)	$ (0.75)	$ (0.04)	$ (1.19)	$ (0.14)
Continuing operations - diluted (in dollars per share)	(0.75)	(0.04)	(1.19)	(0.14)
Discontinued operations - basic (in dollars per share)	0	0	0	(0.01)
Discontinued operations - diluted (in dollars per share)	0	0	0	(0.01)
Net loss per share attributable to common shares, basic (in dollars per share)	(0.75)	(0.04)	(1.19)	(0.15)
Net loss per share attributable to common shareholders, diluted (in dollars per share)	$ (0.75)	$ (0.04)	$ (1.19)	$ (0.15)
Weighted average common shares outstanding:
Basic weighted average number of common shares outstanding (in shares)	65,415	24,947	45,166	24,927
Diluted weighted average number of common shares outstanding (in shares)	65,415	24,947	45,166	24,927

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
CURRENT ASSETS:
Cash and cash equivalents	$ 9,918	$ 3,817
Restricted cash	0	1,337
Accounts receivable, net of allowance for credit losses of $679 and $353, respectively	27,676	6,675
Prepaid expenses	1,716	891
Current programming rights	3,306	0
Other current assets	1,283	1,188
Total current assets	43,899	13,908
PROPERTY AND EQUIPMENT, NET	18,902	1,380
GOODWILL	14,878	0
OTHER INTANGIBLE ASSETS, NET	204,688	64,593
OTHER ASSETS:
Lease right of use assets	47,205	13,614
Noncurrent programming rights	6,240	0
Deposits and other	2,833	1,996
Total other assets	56,278	15,610
Total assets	338,645	95,491
CURRENT LIABILITIES:
Accounts payable and accrued expenses	27,245	2,625
Current maturities of long-term debt	6,458	6,458
Accrued salaries and commissions	739	539
Deferred revenue	10,582	557
Operating lease liabilities	6,160	1,444
Finance lease liabilities	699	0
Income taxes payable	2,030	65
Other current liabilities	1,123	29
Total current liabilities	55,036	11,717
LONG TERM DEBT, NET OF CURRENT	64,015	0
WARRANT SHARES	101,542	0
SERIES B PREFERRED STOCK	33,547	0
OPERATING LEASE LIABILITIES, NET OF CURRENT	40,863	14,333
FINANCE LEASE LIABILITIES, NET OF CURRENT	2,276	0
DEFERRED INCOME TAXES	3,022	2,775
NONCURRENT PROGRAM RIGHTS PAYABLE	5,596	0
OTHER NONCURRENT LIABILITIES	638	502
Total liabilities	306,535	29,327
COMMITMENTS AND CONTINGENCIES
SERIES A CUMULATIVE CONVERTIBLE PARTICIPATING PREFERRED STOCK, $0.01 PAR VALUE, 10,000,000 SHARES AUTHORIZED; 0 AND 286,031 SHARES ISSUED AND OUTSTANDING AT JUNE 30, 2024 AND DECEMBER 31, 2023, RESPECTIVELY	0	28,754
EQUITY:
Additional paid-in capital	89,997	60,294
Accumulated deficit	(76,811)	(23,148)
Total equity	13,653	37,410
Noncontrolling interests	18,457	0
Total equity and noncontrolling interests	32,110	37,410
Total liabilities and equity and noncontrolling interests	338,645	95,491
Class A common stock
EQUITY:
Common stock	413	210
Class B common stock
EQUITY:
Common stock	54	54
Class C Common Stock
EQUITY:
Common stock	$ 0	$ 0

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Allowance for doubtful accounts	$ 679	$ 353
Convertible participating preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Convertible participating preferred stock, authorized (in shares)	10,000,000	10,000,000
Convertible participating preferred stock, issued (in shares)	0	286,031
Convertible participating preferred stock, outstanding (in shares)	0	286,031
Class A common stock
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	170,000,000	170,000,000
Common stock, shares issued (in shares)	41,278,034	20,741,865
Common stock, shares outstanding (in shares)	41,278,034	20,741,865
Class B common stock
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	50,000,000	50,000,000
Common stock, shares issued (in shares)	5,413,197	5,413,197
Common stock, shares outstanding (in shares)	5,413,197	5,413,197
Class C Common Stock
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	30,000,000	30,000,000
Common stock, shares issued (in shares)	0	0
Common stock, shares outstanding (in shares)	0	0

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY AND NONCONTROLLING INTERESTS - USD ($) $ in Thousands	Total	Class A common stock	Class B common stock	Common Stock Class A common stock	Common Stock Class B common stock	APIC	Accumulated Deficit	Noncontrolling Interests
Beginning balance (in shares) at Dec. 31, 2022				20,443,138	5,413,197
Beginning balance at Dec. 31, 2022	$ 46,976			$ 207	$ 54	$ 59,817	$ (13,102)	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(2,107)						(2,107)
Issuance of class A to employees, officers and directors, net (in shares)				564,548
Issuance of class A to employees, officers and directors, net	369			$ 6		363
Repurchase of class A common shares (in shares)				(395,813)
Repurchase of class A common shares	(571)			$ (6)		(565)
Preferred stock dividends	(590)						(590)
Ending balance (in shares) at Mar. 31, 2023				20,611,873	5,413,197
Ending balance at Mar. 31, 2023	44,077			$ 207	$ 54	59,615	(15,799)	0
Beginning balance (in shares) at Dec. 31, 2022				20,443,138	5,413,197
Beginning balance at Dec. 31, 2022	46,976			$ 207	$ 54	59,817	(13,102)	0
Ending balance (in shares) at Jun. 30, 2023				20,405,357	5,413,197
Ending balance at Jun. 30, 2023	43,256			$ 204	$ 54	59,814	(16,816)	0
Beginning balance (in shares) at Mar. 31, 2023				20,611,873	5,413,197
Beginning balance at Mar. 31, 2023	44,077			$ 207	$ 54	59,615	(15,799)	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(421)						(421)
Issuance of class A to employees, officers and directors, net (in shares)				(150,485)
Issuance of class A to employees, officers and directors, net	264			$ (2)		266
Repurchase of class A common shares (in shares)				(56,031)
Repurchase of class A common shares	(68)			$ (1)		(67)
Preferred stock dividends	(596)						(596)
Ending balance (in shares) at Jun. 30, 2023				20,405,357	5,413,197
Ending balance at Jun. 30, 2023	43,256			$ 204	$ 54	59,814	(16,816)	0
Beginning balance (in shares) at Dec. 31, 2023		20,741,865	5,413,197	20,741,865	5,413,197
Beginning balance at Dec. 31, 2023	37,410			$ 210	$ 54	60,294	(23,148)	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(3,677)						(3,677)
Issuance of class A to employees, officers and directors, net (in shares)				(151,993)
Issuance of class A to employees, officers and directors, net	287			$ (4)		291
Repurchase of class A common shares (in shares)				(11,304)
Repurchase of class A common shares	(7)					(7)
Preferred stock dividends	(723)						(723)
Ending balance (in shares) at Mar. 31, 2024				20,578,568	5,413,197
Ending balance at Mar. 31, 2024	33,290			$ 206	$ 54	60,578	(27,548)	0
Beginning balance (in shares) at Dec. 31, 2023		20,741,865	5,413,197	20,741,865	5,413,197
Beginning balance at Dec. 31, 2023	37,410			$ 210	$ 54	60,294	(23,148)	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Repurchase of class A common shares (in shares)		(11,304)
Ending balance (in shares) at Jun. 30, 2024		41,278,034	5,413,197	41,278,034	5,413,197
Ending balance at Jun. 30, 2024	32,110			$ 413	$ 54	89,997	(76,811)	18,457
Beginning balance (in shares) at Mar. 31, 2024				20,578,568	5,413,197
Beginning balance at Mar. 31, 2024	33,290			$ 206	$ 54	60,578	(27,548)	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(48,307)						(49,135)	828
Issuance of class A to employees, officers and directors, net (in shares)				(34,403)
Issuance of class A to employees, officers and directors, net	22					22
Conversion of preferred series A shares (in shares)				20,733,869
Conversion of preferred series A shares	29,604			$ 207		29,397
Noncontrolling interest resulting from Estrella transaction	17,629							17,629
Preferred stock dividends	(128)						(128)
Ending balance (in shares) at Jun. 30, 2024		41,278,034	5,413,197	41,278,034	5,413,197
Ending balance at Jun. 30, 2024	$ 32,110			$ 413	$ 54	$ 89,997	$ (76,811)	$ 18,457

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated net loss	$ (51,984)	$ (2,528)
Less: Loss from discontinued operations, net of tax	0	143
Adjustments to reconcile net loss to net cash used in operating activities -
Depreciation and amortization	1,564	307
Amortization of deferred financing costs, including original issue discount	129	0
Amortization of fair value adjustment of Preferred Series B Shares and 2nd Lien Term Loan	977	0
Change in fair value of warrant shares liability	31,027	0
Noncash interest expense	965	0
Noncash lease expense	731	1,283
Allowance for credit losses	79	(20)
Provision for deferred income taxes	247	150
Noncash compensation	473	979
Other noncash items	790	429
Changes in assets and liabilities
Accounts receivable	(4,669)	156
Prepaid expenses and other current assets	1,502	(703)
Other assets	(544)	(172)
Accounts payable and accrued liabilities	(7,569)	(996)
Deferred revenue	816	738
Operating lease liabilities	137	(666)
Income taxes	(32)	(3,021)
Other liabilities	650	250
Net cash used in continuing operating activities	(24,711)	(3,671)
Net cash provided by discontinued operating activities	0	390
Net cash used in operating activities	(24,711)	(3,281)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(93)	(624)
Purchases of internally-created software	(146)	(296)
Cash paid in acquisitions, net of cash acquired	(6,847)	0
Other investing	100	0
Net cash used in continuing investing activities	(6,986)	(920)
Net cash used in discontinued investing activities	0	0
Net cash used in investing activities	(6,986)	(920)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt	38,800	0
Payments for debt-related costs	(1,618)	0
Repurchases of class A common stock	(7)	(639)
Settlement of tax withholding obligations	(163)	(329)
Net cash provided by (used in) continuing financing activities	37,012	(968)
Net cash used in discontinued financing activities	0	(38)
Net cash provided by (used in) financing activities	37,012	(1,006)
CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	5,315	(5,207)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH:
Beginning of period	7,071	15,301
End of period	12,386	10,094
Less: Cash, cash equivalents and restricted cash of discontinued operations	0	0
Cash, cash equivalents and restricted cash of continuing operations at end of period	12,386	10,094
Cash paid for interest	739	0
Cash paid for income taxes	$ 0	$ 3,021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Unless the context otherwise requires, references to “we”, “us” and “our” refer to MediaCo, its subsidiaries and the Estrella VIE (as defined below), collectively.

Basis of Presentation and Consolidation

a.The power to direct the activities of the VIE that most significantly impact the VIE’s economic performance; and

b.The obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.

Going Concern

Summary of Significant Accounting Policies

Programming Rights

Cash, Cash Equivalents and Restricted Cash

Fair Value Measurements

Allowance for Credit Losses


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Beginning Balance	$	378	$	102	$	353	$	122
Additions related to Estrella Acquisition	496		—		496		—
Change in Provision	54		—		79		(20)
Write Offs	(249)		—		(249)		—
Ending Balance	$	679	$	102	$	679	$	102

Estimates

Earnings Per Share


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Numerator:
Loss from continuing operations	$	(48,307)	$	(430)	$	(51,984)	$	(2,385)
Less: Net income attributable to noncontrolling interests	(828)		—		(828)		—
Less: Preferred stock dividends	(128)		(596)		(851)		(1,186)

Loss from continuing operations available to common shareholders	(49,263)		(1,026)		(53,663)		(3,571)
Income (loss) from discontinued operations, net of income taxes	—		9		—		(143)
Net loss attributable to common shareholders	$	(49,263)	$	(1,017)	$	(53,663)	$	(3,714)

Denominator:
Weighted-average shares of common stock outstanding — basic and diluted	65,415		24,947		45,166		24,927







Earnings per share of common stock attributable to common shareholders:
Net loss per share attributable to common shareholders - basic and diluted:
Continuing operations	$	(0.75)	$	(0.04)	$	(1.19)	$	(0.14)
Discontinued operations	—		—		—		(0.01)
Net loss per share attributable to common shareholders - basic and diluted:	$	(0.75)	$	(0.04)	$	(1.19)	$	(0.15)

For the six-month period ended June 30, 2024, we repurchased under a share repurchase plan 11,304 shares of Class A common stock for an immaterial amount.

The following convertible equity shares and restricted stock awards were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive.


	Three Months Ended June 30,		Six Months Ended June 30,
(in thousands)	2024	2023	2024	2023
Convertible Emmis promissory note	8,596	5,563	9,561	4,795

Option agreement shares	5,734	—	2,867	—
Series A convertible preferred stock	6,569	24,549	24,479	21,162
Restricted stock awards	590	248	575	230
Total anti-dilutive shares	21,489	30,360	37,482	26,187

Recent Accounting Pronouncements Not Yet Implemented

DISCONTINUED OPERATIONS

6 Months Ended

Jun. 30, 2024

Discontinued Operations and Disposal Groups [Abstract]

DISCONTINUED OPERATIONS

2. DISCONTINUED OPERATIONS


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net revenues	$	—	$	—	$	—	$	—
OPERATING EXPENSES
Operating expenses excluding depreciation and amortization expense	—		(9)		—		143


Total operating expenses	—		(9)		—		143
Income (loss) from operations of discontinued operations	—		9		—		(143)
Interest and other, net	—		—		—		—


Income (loss) from discontinued operations, before income taxes	—		9		—		(143)
Income tax benefit (expense)	—		—		—		—
Income (loss) from discontinued operations, net of income taxes	$	—	$	9	$	—	$	(143)

BUSINESS COMBINATIONS

6 Months Ended

Jun. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

BUSINESS COMBINATIONS

3. BUSINESS COMBINATIONS

Estrella Acquisition

aA warrant (the “Warrant”) to purchase up to 28,206,152 shares of MediaCo’s Class A common stock;

b60,000 shares of a newly designated series of MediaCo’s preferred stock designated as “Series B Preferred Stock” (the “Series B Preferred Stock”),

cA term loan in the principal amount of $30.0 million under the Second Lien Credit Agreement (as defined below) (the “Second Lien Term Loan”); and

Option Agreement

Voting and Support Agreement

Warrant

First Lien Term Loan

Second Lien Term Loan

Series B Preferred Stock

Network Affiliation and Supply Agreements

Preliminary Purchase Price Allocation


						Preliminary Valuation as of April 17, 2024
Cash Consideration						25,499
Noncash Consideration:
Warrants(1)						70,515
Series B Preferred Stock(2)						31,975
Second Lien Term Loan(2)						26,534
Total Noncash Consideration						129,024
Total Consideration						154,523

(1) Represents the fair value of warrants to purchase 28,206,152 shares of Class A common stock issued in the Estrella Transactions valued at the close price on the day prior to close of $2.50.

(2) Represents the fair value of the Series B Preferred Stock and Second Lien Term Loan using a required yield of 15.23% and 14.14%, respectively.


						Preliminary Valuation and Allocation as of April 17, 2024
Cash and cash equivalents						18,124
Accounts receivable, net of allowance for doubtful accounts of $496						16,412
Prepaid expenses						1,838
Current programming rights						3,635
Other current assets						555
Property and equipment, net						17,897
Intangible assets, net						140,877
Right of use assets						34,322
Goodwill						14,878
Noncurrent programming rights						6,607
Deposits and other						688
Assets acquired						255,833

Accounts payable and accrued expenses						32,033

Deferred revenue						9,209
Operating lease liabilities						31,109
Finance lease liabilities						3,029




Other Liabilities						8,301

Liabilities assumed						83,681
Fair value of noncontrolling interests (1)						17,629

Net assets acquired						154,523

(1) Fair value of noncontrolling interests based on 7,051,538 warrants issued in Option Agreement valued at the close price on the day prior to close of $2.50.

Variable Interest Entity


	June 30, 2024
Cash and cash equivalents	$	6,540

Accounts receivable, net of allowance for doubtful accounts of $38	6,207
Prepaid expenses	564
Other current assets	440

Total current assets	13,751
PROPERTY AND EQUIPMENT, NET	8,106
OTHER INTANGIBLE ASSETS, NET	112,210
OTHER ASSETS:
Lease right of use assets	2,818

Deposits and other	576
Total other assets	3,394

Total assets	$	137,461
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	4,426


Deferred revenue	65
Operating lease liabilities	362

Income taxes payable	2,029


Total current liabilities	6,882

OPERATING LEASE LIABILITIES, NET OF CURRENT	2,466




OTHER NONCURRENT LIABILITIES	3,404

Total liabilities	12,752
Net assets	124,709

The summarized operating results of the VIE are as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net revenues	$	3,174	$	—	$	3,174	$	—
Operating income	827		—		827		—
Net income	828		—		828		—

Pro Forma Financial Information


	Three Months Ended June 30, (unaudited)				Six Months Ended June 30, (unaudited)
	2024		2023		2024		2023
Net revenues	$	28,722	$	35,175	$	54,649	$	62,092
Loss from continuing operations before income taxes	(57,721)		(13,535)		(67,110)		(35,188)

INTANGIBLE ASSETS

6 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS

4. INTANGIBLE ASSETS

As of June 30, 2024 and December 31, 2023, intangible assets consisted of the following:


	June 30, 2024		December 31, 2023
Indefinite-lived intangible assets
FCC licenses	$	175,476	$	63,266
Goodwill	14,878		—
Definite-lived intangible assets
Customer relationships	14,895		—
Favorable leasehold interests	12,962		—

Software	1,311		1,327
Other	44		—
Total definite-lived intangible assets	$	29,212	$	1,327

Total noncurrent other intangible assets, net and goodwill	$	219,566	$	64,593

Valuation of Indefinite-lived Broadcasting Licenses

Valuation of Goodwill

Definite-lived intangibles


		June 30, 2024						December 31, 2023
	Weighted Average Remaining Useful Life (in years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Customer relationships	3.8	$	15,572	$	677	$	14,895	$	—	$	—	$	—
Favorable leasehold interests	34.8	13,039		77		12,962		—		—		—

Software	3.9	1,733		422		1,311		1,583		256		1,327
Other	0.8	56		12		44		—		—		—
Total		$	30,400	$	1,188	$	29,212	$	1,583	$	256	$	1,327


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Amortization expense	$	852	$	67	$	932	$	135

The Company estimates amortization expense each of the next five years as follows:


Year ending December 31,	Amortization Expense
2024 (from July 1)	$	2,013
2025	3,679
2026	3,093
2027	2,524
2028	1,943
After 2028	15,960
Total	$	29,212

REVENUE

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

REVENUE

5. REVENUE

Spot Advertising

Digital

Syndication

Events and Sponsorships

Other

Disaggregation of revenue


	Three Months Ended June 30,								Six Months Ended June 30,
	2024		% of Total		2023		% of Total		2024		% of Total		2023		% of Total
Revenue by Source:
EM-VD	$	5,800	22.1	%	$	—	—	%	$	5,800	17.6	%	$	—	—	%
EM-ADE	6,951		26.5	%	—		—	%	6,951		21.1	%	—		—	%
NY-ADE	4,961		18.9	%	4,912		40.7	%	9,309		28.3	%	9,681		49.9	%
Spot Advertising	17,712		67.5	%	4,912		40.7	%	22,060		67.0	%	9,681		49.9	%
EM-VD	2,496		9.5	%	—		—	%	2,496		7.6	%	—		—	%
EM-ADE	149		0.6	%	—		—	%	149		0.5	%	—		—	%
NY-ADE	764		2.9	%	1,471		12.2	%	1,626		4.9	%	2,445		12.6	%
Digital	3,409		13.0	%	1,471		12.2	%	4,271		13.0	%	2,445		12.6	%

EM-ADE	95		0.4	%	—		—	%	95		0.3	%	—		—	%
NY-ADE	593		2.3	%	605		5.0	%	1,191		3.6	%	1,210		6.2	%
Syndication	688		2.7	%	605		5.0	%	1,286		3.9	%	1,210		6.2	%
EM-VD	63		0.2	%	—		—	%	63		0.2	%	—		—	%
EM-ADE	485		1.9	%	—		—	%	485		1.5	%	—		—	%
NY-ADE	1,566		6.0	%	4,472		37.0	%	1,687		5.1	%	4,628		23.8	%
Events and Sponsorships	2,114		8.1	%	4,472		37.0	%	2,235		6.8	%	4,628		23.8	%
EM-VD	630		2.4	%	—		—	%	630		1.9	%	—		—	%
EM-ADE	792		3.0	%	—		—	%	792		2.4	%	—		—	%
NY-ADE	857		3.3	%	620		5.1	%	1,634		5.0	%	1,451		7.5	%
Other	2,279		8.7	%	620		5.1	%	3,056		9.3	%	1,451		7.5	%
Total net revenues	$	26,202	100	%	$	12,080	100	%	$	32,908	100	%	$	19,415	100	%

LONG-TERM DEBT, WARRANTS, AND SERIES B PREFERRED STOCK

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

LONG-TERM DEBT, WARRANTS, AND SERIES B PREFERRED STOCK

6. LONG-TERM DEBT, WARRANTS, AND SERIES B PREFERRED STOCK


	June 30, 2024		December 31, 2023
Emmis Convertible Promissory Note	$	6,458	$	6,458
First Lien Term Loans	40,000		—
Second Lien Term Loan	26,904		—
Less: Current maturities	(6,458)		(6,458)
Less: Unamortized original issue discount and deferred financing costs	(2,889)		—
Total long-term debt, net of current portion	$	64,015	$	—

Warrant Shares	$	101,542	$	—
Series B Preferred Stock	$	33,547	$	—

Emmis Convertible Promissory Note

First Lien Term Loans

Second Lien Term Loan

Series B Preferred Stock

Warrant Shares

Based on amounts outstanding at June 30, 2024, mandatory principal payments of long-term debt and preferred stock for the next five years and thereafter are summarized below:


Year ended December 31,	Emmis Note		First Lien Term Loans		Second Lien Term Loan		Series B Preferred Stock		Total Payments
Remainder of 2024 (from July 1)	$	6,458	$	—	$	—	$	—	$	6,458
2025	—		—		—		—		—
2026	—		5,000		—		—		5,000
2027	—		2,333		—		—		2,333
2028	—		3,500		—		—		3,500
After 2028	—		29,167		30,000		60,000		119,167
Total	$	6,458	$	40,000	$	30,000	$	60,000	$	136,458

REGULATORY, LEGAL AND OTHER MATTERS	6 Months Ended
REGULATORY, LEGAL AND OTHER MATTERS	Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
REGULATORY, LEGAL AND OTHER MATTERS	7. REGULATORY, LEGAL AND OTHER MATTERS From time to time, our stations are parties to various legal proceedings arising in the ordinary course of business. In the opinion of management of the Company, however, there are no legal proceedings pending against the Company that we believe are likely to have a material adverse effect on the Company. On September 15, 2023, the Company received a notification letter from the Nasdaq Listing Qualifications Department (the “Staff”) notifying the Company that, because the closing bid price for the Company's Class A common stock was below $1.00 for 30 consecutive business days, the Company no longer met the minimum bid price requirement for continued listing on The Nasdaq Capital Market under Nasdaq Marketplace Rule 5550(a)(2), requiring a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A)(ii), the Company was given 180 calendar days, or until March 13, 2024, to regain compliance with the Minimum Bid Price Requirement. The Company did not achieve compliance during that period. On March 14, 2024, the Company received a notification letter from the Staff notifying the Company that that it had been granted an additional 180 days, or until September 9, 2024, to regain compliance with the Minimum Bid Price Requirement, based on meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on The Nasdaq Capital Market with the exception of the bid price requirement, and the Company’s written notice of its intention to cure the deficiency during the second compliance period. On April 17, 2024, the Company received a notification letter from the Staff indicating that the Company has regained compliance with Nasdaq’s Minimum Bid Price Requirement and the matter is closed. On August 20, 2024, the Company received a notification letter from the Staff of the Nasdaq notifying the Company that it was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”) as a result of its failure to timely file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 (the “Q2 2024 Form 10-Q”), as described more fully in the Company’s Form 12b-25 Notification of Late Filing (the “Form 12b-25”) filed with the Securities and Exchange Commission (the “SEC”) on August 14, 2024. The Listing Rule requires Nasdaq-listed companies to timely file all required periodic reports with the SEC. The Notice indicates that the Company has until October 21, 2024 to submit a plan to regain compliance with the Listing Rule with respect to the delinquent filing, and indicates that any additional Nasdaq Staff exception to allow the Company to regain compliance with the delinquent filing will be limited to a maximum of 180 calendar days from the due date of the Q2 2024 Form 10-Q (as extended pursuant to Rule 12b-25 under the Securities Exchange Act of 1934, as amended), or February 17, 2025. The Company intends to submit a compliance plan to Nasdaq and take the necessary steps to regain compliance with the Listing Rule as soon as practicable. As described in the Form 12b-25, the filing of the Q2 2024 Form 10-Q was delayed due to delays in finalizing financial statements for the quarter ended June 30, 2024 related to the inclusion in the results for such period of the operations of the business acquired in the Estrella Acquisition, which delay could not be eliminated without unreasonable effort or expense. Receipt of the Notice has no immediate effect on the listing of MediaCo’s Class A common stock, which will continue to trade on The Nasdaq Capital Market under the symbol “MDIA” at this time.

INCOME TAXES	6 Months Ended
INCOME TAXES	Jun. 30, 2024
Income Tax Disclosure [Abstract]
INCOME TAXES	8. INCOME TAXES The effective tax rate for the six months ended June 30, 2024 and 2023 was 1% and 7%, respectively. Our effective tax rate for the six months ended June 30, 2024 differs from the statutory tax rate primarily due to the recognition of additional valuation allowance. ASC paragraph 740-10 clarified the accounting for uncertainty in income taxes by prescribing a recognition threshold and measurement attribute of the financial statement recognition and measurement of a tax position taken or expected to be taken within a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest benefit that reaches greater than 50% likelihood of being realized upon ultimate settlement. In 2023, we recorded approximately $390 thousand of gross tax liability for uncertain tax positions related to federal and state income tax returns filed. Additionally, we recognize accrued interest and penalties related to unrecognized tax benefits as components of our income tax provision. As of June 30, 2024, the amount of interest accrued was approximately $43 thousand, which did not include the federal tax benefit of interest deductions.

LEASES

6 Months Ended

Jun. 30, 2024

Leases [Abstract]

LEASES

9. LEASES

The impact of operating leases to our condensed consolidated financial statements was as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Operating lease cost	$	1,773	$	1,107	$	2,407	$	2,059
Operating cash flows from operating leases	1,263		938		1,543		1,688
Right-of-use assets obtained in exchange for new operating lease liabilities	—		—		—		10,391


	June 30, 2024		December 31, 2023
Weighted average remaining lease term - operating leases (in years)	13.1		14.0
Weighted average discount rate - operating leases	11.6	%	11.4	%

The impact of finance leases to our condensed consolidated financial statements was as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Finance lease cost	$	199	$	—	$	199	$	—
Cash flows from finance leases	124		—		124		—


	June 30, 2024		December 31, 2023
Weighted average remaining lease term - finance leases (in years)	4.8		0.0
Weighted average discount rate - finance leases	11.3	%	—	%

As of June 30, 2024, the annual minimum lease payments of our operating lease liabilities were as follows:


Year ending December 31,
2024 (from July 1)	$	3,331
2025	6,975
2026	7,501
2027	7,071
2028	7,027
After 2028	67,671
Total lease payments	99,576
Less imputed interest	(52,553)
Total recorded operating lease liabilities	$	47,023

As of June 30, 2024, the annual minimum lease payments of our finance lease liabilities were as follows:


Year ending December 31,
2024 (from July 1)	$	373
2025	768
2026	799
2027	831
2028	864
After 2028	218
Total lease payments	3,853
Less imputed interest	(878)
Total recorded finance lease liabilities	$	2,975

RELATED PARTY TRANSACTIONS	6 Months Ended
RELATED PARTY TRANSACTIONS	Jun. 30, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	10. RELATED PARTY TRANSACTIONS Transaction Agreement with Emmis and SG Broadcasting On June 28, 2019, MediaCo entered into a Contribution and Distribution Agreement with Emmis Communications Corporation (“Emmis”) and SG Broadcasting, pursuant to which (i) Emmis contributed the assets of its radio stations WQHT-FM and WBLS-FM, in exchange for $91.5 million in cash, a $5.0 million note and 23.72% of the common stock of MediaCo, (ii) Standard General purchased 76.28% of the common stock of MediaCo, and (iii) the common stock of MediaCo received by Emmis was distributed pro rata in a taxable dividend to Emmis’ shareholders on January 17, 2020. The common stock of MediaCo acquired by Standard General is entitled to ten votes per share and the common stock acquired by Emmis and distributed to Emmis’ shareholders is entitled to one vote per share. Convertible Promissory Notes As a result of the transaction described above, on November 25, 2019, we issued a convertible promissory note to Emmis (such note, the “Emmis Convertible Promissory Note”) in the amount of $5.0 million. Through December 31, 2022, there were annual interest amounts paid in kind on the Emmis Convertible Promissory Note such that the principal balances outstanding as of December 31, 2022 was $6.0 million. For the year ended December 31, 2023, interest of $0.5 million was paid-in-kind and added to the principal balance outstanding. Consequently, the principal amount outstanding as of December 31, 2023 and June 30, 2024 under the Emmis Convertible Promissory Note was $6.5 million. The Company recognized interest expense of $0.4 million and $0.3 million related to the Emmis Convertible Promissory Note for the six months ended June 30, 2024 and 2023, respectively. The terms of the Emmis Convertible Promissory Note are described in Note 6. Convertible Preferred Stock On December 13, 2019, in connection with the purchase of our Outdoor Advertising segment, the Company issued to SG Broadcasting 220,000 shares of MediaCo Series A preferred stock. In April 2024, all outstanding shares of Series A preferred stock were converted in accordance with their terms into 20.7 million shares of MediaCo Class A common stock. Prior to being converted, the MediaCo Series A preferred stock ranked senior in preference to the MediaCo Class A common stock, MediaCo Class B common stock, and the MediaCo Class C common stock. Pursuant to the Articles of Amendment that established the terms of the Series A preferred stock, issued and outstanding shares of MediaCo Series A preferred stock accrued cumulative dividends, payable in kind, at an annual rate equal to the interest rate on any senior debt of the Company (see Note 6), or if no senior debt is outstanding, 6%, plus additional increases of 1% on December 12, 2020 and each anniversary thereof. On December 13, 2022, dividends of $3.4 million were paid in kind. The payment in kind increased the accrued value of the preferred stock and 80,000 additional shares were issued as part of this payment. Dividends on Series A Convertible Preferred Stock held by SG Broadcasting were $0.9 million and $1.2 million, respectively, for the six months ended June 30, 2024 and 2023. As December 31, 2023, unpaid cumulative dividends were $0.2 million and included in the balance of preferred stock in the accompanying condensed consolidated balance sheets. Consulting Agreements & Other Activity In October 2023, we entered into agreements with five consultants that are currently employed by affiliates of Standard General. One of the agreements had a term that expired on February 1, 2024 and was billed at an hourly rate of $125 per hour. One of the agreements, billed at a rate of $8,400 per month expired on May 31, 2024. Two of the agreements billed at rates of $6,000 and $12,000 per month were extended through September 30, 2024. One agreement may be terminated at any time by either party and is billed at $18,000 per month, plus expenses. For the six months ended June 30, 2024, $0.3 million of fees were incurred related to these agreements. In March 2024, we made payments of $15,000 to the National Association of Investment Companies, of which a member of our board of directors is the President & CEO.

SEGMENT INFORMATION

6 Months Ended

Jun. 30, 2024

Segment Reporting [Abstract]

SEGMENT INFORMATION

11. SEGMENT INFORMATION

These business segments are consistent with the Company’s management of these businesses and its financial reporting structure in development after the acquisition.


Three Months Ended June 30, 2024	EM-VD		EM-ADE		NY-ADE		Corporate and other		Consolidated
Net revenues	$	8,989	$	8,472	$	8,741	$	—	$	26,202
Operating expenses excluding depreciation and amortization expense	15,570		9,398		9,679		—		34,647
Corporate expenses	—		—		—		3,445		3,445
Depreciation and amortization	1,014		279		138		—		1,431
Loss on disposal of assets	—		5		—		—		5
Operating (loss) income	$	(7,595)	$	(1,210)	$	(1,076)	$	(3,445)	$	(13,326)


Three Months Ended June 30, 2023	EM-VD		EM-ADE		NY-ADE		Corporate and other		Consolidated
Net revenues	$	—	$	—	$	12,080	$	—	$	12,080
Operating expenses excluding depreciation and amortization expense	—		—		11,046		—		11,046
Corporate expenses	—		—		—		1,002		1,002
Depreciation and amortization	—		—		148		—		148

Operating income (loss)	$	—	$	—	$	886	$	(1,002)	$	(116)


Six Months Ended June 30, 2024	EM-VD		EM-ADE		NY-ADE		Corporate and other		Consolidated
Net revenues	$	8,989	$	8,472	$	15,447	$	—	$	32,908
Operating expenses excluding depreciation and amortization expense	15,570		9,398		16,329		—		41,297
Corporate expenses	—		—		—		6,835		6,835
Depreciation and amortization	1,014		279		271		—		1,564
Loss on disposal of assets	—		5		—		—		5
Operating (loss) income	$	(7,595)	$	(1,210)	$	(1,153)	$	(6,835)	$	(16,793)


Six Months Ended June 30, 2023	EM-VD		EM-ADE		NY-ADE		Corporate and other		Consolidated
Net revenues	$	—	$	—	$	19,415	$	—	$	19,415
Operating expenses excluding depreciation and amortization expense	—		—		18,283		—		18,283
Corporate expenses	—		—		—		2,886		2,886
Depreciation and amortization	—		—		307		—		307
Gain on disposal of assets	—		—		(39)		—		(39)
Operating income (loss)	$	—	$	—	$	864	$	(2,886)	$	(2,022)

Assets by reportable segment were as follows:


	June 30, 2024		December 31, 2023
Assets
EM-VD	$	80,094	$	—
EM-ADE	163,897		—
NY-ADE	94,654		95,491

Total	$	338,645	$	95,491

SUBSEQUENT EVENTS	6 Months Ended
SUBSEQUENT EVENTS	Jun. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	12. SUBSEQUENT EVENTS In July 2024, the Company drew $5.0 million of the Delayed Draw Term Loan, making the facility fully utilized. In September 2024, the Company entered into the First Amendment of the First Lien Credit Agreement, with White Hawk Capital Partners, LP, which provides for $7.5 million of additional Delayed Draw Term Loan Commitments for Delayed Draw Term Loans, and waives the requirement for mandatory prepayment of any net proceeds received as a result of any equity issuances, up to $7.3 million. There were no other subsequent events other than the Nasdaq notice received in August 2024 as discussed in Note 7.

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

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Jun. 30, 2024
Accounting Policies [Abstract]
Organization	Organization MediaCo Holding Inc., its subsidiaries, and a variable interest entity (“VIE”) (collectively, “MediaCo” or the “Company”) is an owned and operated multi-media company formed in Indiana in 2019, focused on television, radio and digital advertising, premium programming and events. On April 17, 2024, MediaCo Holding Inc. and its wholly-owned subsidiary MediaCo Operations LLC, a Delaware limited liability company (“Purchaser”), entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Estrella Broadcasting, Inc., a Delaware corporation (“Estrella”), and SLF LBI Aggregator, LLC, a Delaware limited liability company (“Aggregator”) and affiliate of HPS Investment Partners, LLC (“HPS”), pursuant to which Purchaser purchased substantially all of the assets of Estrella and its subsidiaries (other than certain broadcast assets owned by Estrella and its subsidiaries (the “Estrella Broadcast Assets”)) (the “Purchased Assets”), and assumed substantially all of the liabilities (the “Assumed Liabilities”) of Estrella and its subsidiaries (such transactions, collectively, the “Estrella Acquisition”). MediaCo Operations LLC operates the Purchased Assets under the trade name Estrella MediaCo. Our assets consist of two radio stations located in New York City, WQHT(FM) and WBLS(FM) (the “Stations”), which serve the New York City demographic market area that primarily target Black, Hispanic, and multi-cultural consumers, and as a result of the Estrella Acquisition, Estrella’s network, content, digital, and commercial operations, including network affiliation and program supply agreements with Estrella for its 11 radio stations serving Los Angeles, CA, Houston, TX, and Dallas, TX and nine television stations serving Los Angeles, CA, Houston, TX, Denver, CO, and Miami, FL. Among the Estrella brands that joined MediaCo are the EstrellaTV network, its influential linear and digital video content business, Estrella’s expansive digital channels, including its four FAST channels - EstrellaTV, Estrella News, Cine EstrellaTV, and Estrella Games, and the EstrellaTV app. See Note 3 for additional information. We derive our revenues primarily from radio, television and digital advertising sales, but we also generate revenues from events, including sponsorships and ticket sales, licensing, and syndication. Unless the context otherwise requires, references to “we”, “us” and “our” refer to MediaCo, its subsidiaries and the Estrella VIE (as defined below), collectively.
Basis of Presentation and Consolidation	Basis of Presentation and Consolidation Our condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All significant intercompany balances and transactions have been eliminated. In the opinion of management, all adjustments necessary for fair presentation (including normal recurring adjustments) have been included. The Company determined that the Estrella entities holding the Estrella Broadcast Assets (the “Estrella VIE”) are a VIE in which the Company holds a controlling financial interest. Pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) paragraph 810-10-25-38A and paragraph 810-10-25-38B, a reporting entity (in this case, the Company) is deemed to have a controlling financial interest in a VIE if it has both of the following characteristics: a.The power to direct the activities of the VIE that most significantly impact the VIE’s economic performance; and b.The obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company determined that since the major factors in the economic performance of the Estrella VIE are the popularity of the programming provided by the Company to the Estrella VIE and the Company’s sale of advertising in that programming, the Company is the primary beneficiary of the VIE, and the remaining assets and liabilities of the Estrella VIE should be consolidated in the Company’s consolidated financial statements as of April 17, 2024. The Company accounts for noncontrolling interest in accordance with ASC 810, which requires companies with noncontrolling interests to disclose such interests as a portion of equity but separate from the Parent’s equity. The noncontrolling interests’ portion of net income (loss) is presented on the condensed consolidated statement of operations.
Going Concern	Going Concern The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Pursuant to ASC Topic 205-40, Going Concern, the Company is required to evaluate whether there is substantial doubt about its ability to continue as a going concern within one year of the date of issuance of these financial statements (September 18, 2024). In conducting this analysis, management considered the Company’s current projections of future cash flows, current financial condition, sources of liquidity and debt service obligations due on or before September 18, 2025. The Company has experienced diminished revenues and profitability, driven in part by weaker sales for our annual Summer Jam concert, and expects these conditions to continue for an undetermined period of time. Management has considered these circumstances in assessing the Company’s liquidity over the next year. Liquidity is a measure of an entity’s ability to meet potential cash requirements, maintain its assets, fund its operations, and meet the other general cash needs of its business. The Company’s liquidity is impacted by general economic, financial, competitive, and other factors beyond its control. The Company’s liquidity requirements consist primarily of funds necessary to pay its expenses, principally debt service and operational expenses, such as labor costs, and other related expenditures. The Company generally satisfies its liquidity needs through cash provided by operations. In addition, the Company has taken steps to enhance its ability to fund its operational expenses by reducing various costs and is prepared to take additional steps as necessary. At June 30, 2024, we had $6.5 million outstanding to Emmis under the Emmis Convertible Promissory Note (as defined in Note 10), all of which is classified as current and has debt service obligations of approximately $7.3 million due under its Emmis Convertible Promissory Note from September 18, 2024 (the date of issuance of these financial statements) through September 18, 2025. In September 2024, the Company entered into the First Amendment of the First Lien Credit Agreement, with White Hawk Capital Partners, LP, which provides for $7.5 million of additional Delayed Draw Term Loan Commitments for Delayed Draw Term Loans, and waives the requirement for mandatory prepayment of any net proceeds received as a result of any equity issuances, up to $7.3 million. Each Delayed Draw Term Loan will mature on the date that is two years after the drawing of such Delayed Draw Term Loan. As a result of this amendment, management anticipates the Company will be able to meet its liquidity needs for the next twelve months with cash and cash equivalents on hand, additional draws on its First Lien Term Loan, and projected cash flows from operations. Therefore, substantial doubt has been alleviated about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued.
Programming Rights	Programming Rights MediaCo has elected to record programming right assets and liabilities acquired from third parties at the gross amount at inception. These programming rights are amortized, on a straight-line basis, over the license term, beginning in the period in which the license period begins and program becomes available for broadcast in accordance with ASC Topic 920, Entertainment - Broadcasters. Program rights expected to be amortized to expense in the following 12 month period are classified as current assets and program rights payable within the following 12 month period are classified as current liabilities. All program rights payable are included in accounts payable and accrued expenses except for $5.6 million which is included in other noncurrent liabilities. Amortization expense for the three and six months ended June 30, 2024 was $0.8 million which is included in operating expenses excluding depreciation and amortization. These programming rights are primarily related to one agreement which ends in February 2028.
Cash and Cash Equivalents	Cash, Cash Equivalents and Restricted Cash MediaCo considers time deposits, money market fund shares and all highly liquid debt investment instruments with original maturities of three months or less to be cash equivalents. At times, such deposits may be in excess of FDIC insurance limits. Restricted cash at December 31, 2023 consisted of $1.3 million held in escrow related to the Company's disposition of the Fairway business, classified in current assets and the restrictions were released in June 2024. Additionally, restricted cash of $1.9 million as of June 30, 2024 and December 31, 2023 was held as collateral for a letter of credit entered into in connection with the lease in New York City for our radio operations and corporate offices, which expires in October 2039, and restricted cash of $0.5 million as of June 30, 2024 was held for a collateral account related to merchant banking for the Company’s purchase card program and for an office lease security deposit, all included in the line item Deposits and Other in the condensed consolidated balance sheets.
Restricted Cash	Cash, Cash Equivalents and Restricted Cash MediaCo considers time deposits, money market fund shares and all highly liquid debt investment instruments with original maturities of three months or less to be cash equivalents. At times, such deposits may be in excess of FDIC insurance limits. Restricted cash at December 31, 2023 consisted of $1.3 million held in escrow related to the Company's disposition of the Fairway business, classified in current assets and the restrictions were released in June 2024. Additionally, restricted cash of $1.9 million as of June 30, 2024 and December 31, 2023 was held as collateral for a letter of credit entered into in connection with the lease in New York City for our radio operations and corporate offices, which expires in October 2039, and restricted cash of $0.5 million as of June 30, 2024 was held for a collateral account related to merchant banking for the Company’s purchase card program and for an office lease security deposit, all included in the line item Deposits and Other in the condensed consolidated balance sheets.
Fair Value Measurements	Fair Value Measurements Fair value is the exchange price to sell an asset or transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The Company uses market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs may be readily observable, corroborated by market data, or generally unobservable. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. (see Note 4 for more discussion). The Company’s Warrant Shares (as defined in Note 3) are classified as a liability for which the fair value is measured on a recurring basis using Level 2 inputs (see Note 6 for more discussion). We have no assets or liabilities for which fair value is measured on a recurring basis using Level 3 inputs. The Company has certain assets that are measured at fair value on a non-recurring basis including those described in Note 4, Intangible Assets, and are adjusted to fair value only when the carrying values are more than the fair values. The categorization of the framework used to price the assets is considered a Level 3 measurement due to the subjective nature of the unobservable inputs used to determine the fair value (see Note 4 for 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 as it is variable rate debt.
Allowance for Credit Losses	Allowance for Credit Losses An allowance for credit losses is recorded based on management’s judgment of the collectability of trade receivables. When assessing the collectability of receivables, management considers, among other things, customer type (agency versus non-agency), historical loss experience, existing and expected future economic conditions and aging category. Amounts are written off after all normal collection efforts have been exhausted.
Estimates	Estimates The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. The Company has considered information available to it as of the date of issuance of these financial statements and is not aware of any specific events or circumstances that would require an update to its estimates or judgments, or a revision to the carrying value of its assets or liabilities. These estimates may change as new events occur and additional information becomes available. Actual results could differ materially from these estimates.
Earnings Per Share	Earnings Per Share Our basic and diluted net loss per share is computed using the two-class method. The two-class method is an earnings allocation that determines net income per share for each class of common stock and participating securities according to their participation rights in dividends and undistributed earnings or losses. Shares of our Series A Convertible Preferred Stock, $0.01 par value (the “Series A preferred stock” or the “Series A preferred shares”) included rights to participate in dividends and distributions to common stockholders on an if-converted basis, and accordingly were considered participating securities until April 2024, when all outstanding shares of Series A preferred stock were converted in accordance with their terms into 20.7 million shares of MediaCo’s Class A common stock, par value $0.01 per share (the “Class A common stock”). During periods of undistributed losses, however, no effect was given to our participating securities since they are not contractually obligated to share in the losses. We have elected to determine the earnings allocation based on income (loss) from continuing operations. For periods with a loss from continuing operations, all potentially dilutive items were anti-dilutive and thus basic and diluted weighted-average shares are the same.
Recent Accounting Pronouncements Not Yet Implemented	Recent Accounting Pronouncements Not Yet Implemented In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to enhance the transparency and decision usefulness of income tax disclosures by enhancing information about how an entity’s operations and related tax risks and its tax planning and operation opportunities affect its tax rate and prospects for future cash flows. This guidance is effective for fiscal years beginning after December 31, 2024, with early adoption permitted. Adoption allows for prospective application, with retrospective application permitted. We are currently assessing the impact this standard will have on our condensed consolidated financial statements, including, but not limited to, our income taxes footnote disclosure. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures to update reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. This update is effective beginning with the Company’s 2024 fiscal year annual reporting period, with early adoption permitted. We are currently assessing the impact this standard will have on our condensed consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Accounts Receivable, Allowance for Credit Loss

The activity in the allowance for credit losses for the three-month and six-month periods ended June 30, 2024 and 2023 was as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Beginning Balance	$	378	$	102	$	353	$	122
Additions related to Estrella Acquisition	496		—		496		—
Change in Provision	54		—		79		(20)
Write Offs	(249)		—		(249)		—
Ending Balance	$	679	$	102	$	679	$	102

Reconciliation of Basic and Diluted Net Loss per Share Attributable to Common Shareholders

The following is a reconciliation of basic and diluted net loss per share attributable to Class A and Class B common shareholders:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Numerator:
Loss from continuing operations	$	(48,307)	$	(430)	$	(51,984)	$	(2,385)
Less: Net income attributable to noncontrolling interests	(828)		—		(828)		—
Less: Preferred stock dividends	(128)		(596)		(851)		(1,186)

Loss from continuing operations available to common shareholders	(49,263)		(1,026)		(53,663)		(3,571)
Income (loss) from discontinued operations, net of income taxes	—		9		—		(143)
Net loss attributable to common shareholders	$	(49,263)	$	(1,017)	$	(53,663)	$	(3,714)

Denominator:
Weighted-average shares of common stock outstanding — basic and diluted	65,415		24,947		45,166		24,927







Earnings per share of common stock attributable to common shareholders:
Net loss per share attributable to common shareholders - basic and diluted:
Continuing operations	$	(0.75)	$	(0.04)	$	(1.19)	$	(0.14)
Discontinued operations	—		—		—		(0.01)
Net loss per share attributable to common shareholders - basic and diluted:	$	(0.75)	$	(0.04)	$	(1.19)	$	(0.15)

Schedule of Convertible Equity Shares and Restricted Stock Awards Excluded from Calculation of Diluted Net Loss per Share

The following convertible equity shares and restricted stock awards were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive.


	Three Months Ended June 30,		Six Months Ended June 30,
(in thousands)	2024	2023	2024	2023
Convertible Emmis promissory note	8,596	5,563	9,561	4,795

Option agreement shares	5,734	—	2,867	—
Series A convertible preferred stock	6,569	24,549	24,479	21,162
Restricted stock awards	590	248	575	230
Total anti-dilutive shares	21,489	30,360	37,482	26,187

DISCONTINUED OPERATIONS (Tables)

6 Months Ended

Jun. 30, 2024

Discontinued Operations and Disposal Groups [Abstract]

Disposal Groups, Including Discontinued Operations

The following table presents the financial results of Fairway:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net revenues	$	—	$	—	$	—	$	—
OPERATING EXPENSES
Operating expenses excluding depreciation and amortization expense	—		(9)		—		143


Total operating expenses	—		(9)		—		143
Income (loss) from operations of discontinued operations	—		9		—		(143)
Interest and other, net	—		—		—		—


Income (loss) from discontinued operations, before income taxes	—		9		—		(143)
Income tax benefit (expense)	—		—		—		—
Income (loss) from discontinued operations, net of income taxes	$	—	$	9	$	—	$	(143)

BUSINESS COMBINATIONS (Tables)

6 Months Ended

Jun. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Schedule of Consideration Transferred


						Preliminary Valuation as of April 17, 2024
Cash Consideration						25,499
Noncash Consideration:
Warrants(1)						70,515
Series B Preferred Stock(2)						31,975
Second Lien Term Loan(2)						26,534
Total Noncash Consideration						129,024
Total Consideration						154,523

(1) Represents the fair value of warrants to purchase 28,206,152 shares of Class A common stock issued in the Estrella Transactions valued at the close price on the day prior to close of $2.50.

(2) Represents the fair value of the Series B Preferred Stock and Second Lien Term Loan using a required yield of 15.23% and 14.14%, respectively.

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed


						Preliminary Valuation and Allocation as of April 17, 2024
Cash and cash equivalents						18,124
Accounts receivable, net of allowance for doubtful accounts of $496						16,412
Prepaid expenses						1,838
Current programming rights						3,635
Other current assets						555
Property and equipment, net						17,897
Intangible assets, net						140,877
Right of use assets						34,322
Goodwill						14,878
Noncurrent programming rights						6,607
Deposits and other						688
Assets acquired						255,833

Accounts payable and accrued expenses						32,033

Deferred revenue						9,209
Operating lease liabilities						31,109
Finance lease liabilities						3,029




Other Liabilities						8,301

Liabilities assumed						83,681
Fair value of noncontrolling interests (1)						17,629

Net assets acquired						154,523

(1) Fair value of noncontrolling interests based on 7,051,538 warrants issued in Option Agreement valued at the close price on the day prior to close of $2.50.

Schedule of Variable Interest Entities

The carrying amounts of the VIE’s consolidated assets and liabilities included in the condensed consolidated balance sheet are as follows:


	June 30, 2024
Cash and cash equivalents	$	6,540

Accounts receivable, net of allowance for doubtful accounts of $38	6,207
Prepaid expenses	564
Other current assets	440

Total current assets	13,751
PROPERTY AND EQUIPMENT, NET	8,106
OTHER INTANGIBLE ASSETS, NET	112,210
OTHER ASSETS:
Lease right of use assets	2,818

Deposits and other	576
Total other assets	3,394

Total assets	$	137,461
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	4,426


Deferred revenue	65
Operating lease liabilities	362

Income taxes payable	2,029


Total current liabilities	6,882

OPERATING LEASE LIABILITIES, NET OF CURRENT	2,466




OTHER NONCURRENT LIABILITIES	3,404

Total liabilities	12,752
Net assets	124,709

The summarized operating results of the VIE are as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net revenues	$	3,174	$	—	$	3,174	$	—
Operating income	827		—		827		—
Net income	828		—		828		—

Business Acquisition, Pro Forma Information


	Three Months Ended June 30, (unaudited)				Six Months Ended June 30, (unaudited)
	2024		2023		2024		2023
Net revenues	$	28,722	$	35,175	$	54,649	$	62,092
Loss from continuing operations before income taxes	(57,721)		(13,535)		(67,110)		(35,188)

INTANGIBLE ASSETS (Tables)

6 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets

As of June 30, 2024 and December 31, 2023, intangible assets consisted of the following:


	June 30, 2024		December 31, 2023
Indefinite-lived intangible assets
FCC licenses	$	175,476	$	63,266
Goodwill	14,878		—
Definite-lived intangible assets
Customer relationships	14,895		—
Favorable leasehold interests	12,962		—

Software	1,311		1,327
Other	44		—
Total definite-lived intangible assets	$	29,212	$	1,327

Total noncurrent other intangible assets, net and goodwill	$	219,566	$	64,593

Schedule of Definite-Lived Intangible Assets


		June 30, 2024						December 31, 2023
	Weighted Average Remaining Useful Life (in years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Customer relationships	3.8	$	15,572	$	677	$	14,895	$	—	$	—	$	—
Favorable leasehold interests	34.8	13,039		77		12,962		—		—		—

Software	3.9	1,733		422		1,311		1,583		256		1,327
Other	0.8	56		12		44		—		—		—
Total		$	30,400	$	1,188	$	29,212	$	1,583	$	256	$	1,327

Finite-Lived Intangible Assets Amortization Expense


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Amortization expense	$	852	$	67	$	932	$	135

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

The Company estimates amortization expense each of the next five years as follows:


Year ending December 31,	Amortization Expense
2024 (from July 1)	$	2,013
2025	3,679
2026	3,093
2027	2,524
2028	1,943
After 2028	15,960
Total	$	29,212

REVENUE (Tables)

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue


	Three Months Ended June 30,								Six Months Ended June 30,
	2024		% of Total		2023		% of Total		2024		% of Total		2023		% of Total
Revenue by Source:
EM-VD	$	5,800	22.1	%	$	—	—	%	$	5,800	17.6	%	$	—	—	%
EM-ADE	6,951		26.5	%	—		—	%	6,951		21.1	%	—		—	%
NY-ADE	4,961		18.9	%	4,912		40.7	%	9,309		28.3	%	9,681		49.9	%
Spot Advertising	17,712		67.5	%	4,912		40.7	%	22,060		67.0	%	9,681		49.9	%
EM-VD	2,496		9.5	%	—		—	%	2,496		7.6	%	—		—	%
EM-ADE	149		0.6	%	—		—	%	149		0.5	%	—		—	%
NY-ADE	764		2.9	%	1,471		12.2	%	1,626		4.9	%	2,445		12.6	%
Digital	3,409		13.0	%	1,471		12.2	%	4,271		13.0	%	2,445		12.6	%

EM-ADE	95		0.4	%	—		—	%	95		0.3	%	—		—	%
NY-ADE	593		2.3	%	605		5.0	%	1,191		3.6	%	1,210		6.2	%
Syndication	688		2.7	%	605		5.0	%	1,286		3.9	%	1,210		6.2	%
EM-VD	63		0.2	%	—		—	%	63		0.2	%	—		—	%
EM-ADE	485		1.9	%	—		—	%	485		1.5	%	—		—	%
NY-ADE	1,566		6.0	%	4,472		37.0	%	1,687		5.1	%	4,628		23.8	%
Events and Sponsorships	2,114		8.1	%	4,472		37.0	%	2,235		6.8	%	4,628		23.8	%
EM-VD	630		2.4	%	—		—	%	630		1.9	%	—		—	%
EM-ADE	792		3.0	%	—		—	%	792		2.4	%	—		—	%
NY-ADE	857		3.3	%	620		5.1	%	1,634		5.0	%	1,451		7.5	%
Other	2,279		8.7	%	620		5.1	%	3,056		9.3	%	1,451		7.5	%
Total net revenues	$	26,202	100	%	$	12,080	100	%	$	32,908	100	%	$	19,415	100	%

LONG-TERM DEBT, WARRANTS, AND SERIES B PREFERRED STOCK (Tables)

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Schedule of Long-Term Debt Instruments, Warrants, and Preferred Stock


	June 30, 2024		December 31, 2023
Emmis Convertible Promissory Note	$	6,458	$	6,458
First Lien Term Loans	40,000		—
Second Lien Term Loan	26,904		—
Less: Current maturities	(6,458)		(6,458)
Less: Unamortized original issue discount and deferred financing costs	(2,889)		—
Total long-term debt, net of current portion	$	64,015	$	—

Warrant Shares	$	101,542	$	—
Series B Preferred Stock	$	33,547	$	—

Schedule Of Maturities Of Long-Term Debt And Mandatorily Redeemable Preferred Stock

Based on amounts outstanding at June 30, 2024, mandatory principal payments of long-term debt and preferred stock for the next five years and thereafter are summarized below:


Year ended December 31,	Emmis Note		First Lien Term Loans		Second Lien Term Loan		Series B Preferred Stock		Total Payments
Remainder of 2024 (from July 1)	$	6,458	$	—	$	—	$	—	$	6,458
2025	—		—		—		—		—
2026	—		5,000		—		—		5,000
2027	—		2,333		—		—		2,333
2028	—		3,500		—		—		3,500
After 2028	—		29,167		30,000		60,000		119,167
Total	$	6,458	$	40,000	$	30,000	$	60,000	$	136,458

LEASES (Tables)

6 Months Ended

Jun. 30, 2024

Leases [Abstract]

Schedule of Impact of Operating Leases to Condensed Consolidated Financial Statements

The impact of operating leases to our condensed consolidated financial statements was as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Operating lease cost	$	1,773	$	1,107	$	2,407	$	2,059
Operating cash flows from operating leases	1,263		938		1,543		1,688
Right-of-use assets obtained in exchange for new operating lease liabilities	—		—		—		10,391


	June 30, 2024		December 31, 2023
Weighted average remaining lease term - operating leases (in years)	13.1		14.0
Weighted average discount rate - operating leases	11.6	%	11.4	%

The impact of finance leases to our condensed consolidated financial statements was as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Finance lease cost	$	199	$	—	$	199	$	—
Cash flows from finance leases	124		—		124		—


	June 30, 2024		December 31, 2023
Weighted average remaining lease term - finance leases (in years)	4.8		0.0
Weighted average discount rate - finance leases	11.3	%	—	%

Schedule of Annual Minimum Lease Payments of Operating Lease Liabilities

As of June 30, 2024, the annual minimum lease payments of our operating lease liabilities were as follows:


Year ending December 31,
2024 (from July 1)	$	3,331
2025	6,975
2026	7,501
2027	7,071
2028	7,027
After 2028	67,671
Total lease payments	99,576
Less imputed interest	(52,553)
Total recorded operating lease liabilities	$	47,023

Finance Lease, Liability, to be Paid, Maturity

As of June 30, 2024, the annual minimum lease payments of our finance lease liabilities were as follows:


Year ending December 31,
2024 (from July 1)	$	373
2025	768
2026	799
2027	831
2028	864
After 2028	218
Total lease payments	3,853
Less imputed interest	(878)
Total recorded finance lease liabilities	$	2,975

SEGMENT INFORMATION (Tables)

6 Months Ended

Jun. 30, 2024

Segment Reporting [Abstract]

Schedule of Results of Operations of Business Segments


Three Months Ended June 30, 2024	EM-VD		EM-ADE		NY-ADE		Corporate and other		Consolidated
Net revenues	$	8,989	$	8,472	$	8,741	$	—	$	26,202
Operating expenses excluding depreciation and amortization expense	15,570		9,398		9,679		—		34,647
Corporate expenses	—		—		—		3,445		3,445
Depreciation and amortization	1,014		279		138		—		1,431
Loss on disposal of assets	—		5		—		—		5
Operating (loss) income	$	(7,595)	$	(1,210)	$	(1,076)	$	(3,445)	$	(13,326)


Three Months Ended June 30, 2023	EM-VD		EM-ADE		NY-ADE		Corporate and other		Consolidated
Net revenues	$	—	$	—	$	12,080	$	—	$	12,080
Operating expenses excluding depreciation and amortization expense	—		—		11,046		—		11,046
Corporate expenses	—		—		—		1,002		1,002
Depreciation and amortization	—		—		148		—		148

Operating income (loss)	$	—	$	—	$	886	$	(1,002)	$	(116)


Six Months Ended June 30, 2024	EM-VD		EM-ADE		NY-ADE		Corporate and other		Consolidated
Net revenues	$	8,989	$	8,472	$	15,447	$	—	$	32,908
Operating expenses excluding depreciation and amortization expense	15,570		9,398		16,329		—		41,297
Corporate expenses	—		—		—		6,835		6,835
Depreciation and amortization	1,014		279		271		—		1,564
Loss on disposal of assets	—		5		—		—		5
Operating (loss) income	$	(7,595)	$	(1,210)	$	(1,153)	$	(6,835)	$	(16,793)


Six Months Ended June 30, 2023	EM-VD		EM-ADE		NY-ADE		Corporate and other		Consolidated
Net revenues	$	—	$	—	$	19,415	$	—	$	19,415
Operating expenses excluding depreciation and amortization expense	—		—		18,283		—		18,283
Corporate expenses	—		—		—		2,886		2,886
Depreciation and amortization	—		—		307		—		307
Gain on disposal of assets	—		—		(39)		—		(39)
Operating income (loss)	$	—	$	—	$	864	$	(2,886)	$	(2,022)

Assets by reportable segment were as follows:


	June 30, 2024		December 31, 2023
Assets
EM-VD	$	80,094	$	—
EM-ADE	163,897		—
NY-ADE	94,654		95,491

Total	$	338,645	$	95,491

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details)			1 Months Ended	3 Months Ended		6 Months Ended
	Sep. 13, 2024 USD ($)	Apr. 17, 2024	Apr. 30, 2024 $ / shares shares	Jun. 30, 2024 USD ($) RadioStation televisionStation $ / shares	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) RadioStation televisionStation $ / shares shares	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($) $ / shares	Aug. 20, 2021 USD ($)
Significant Accounting Policies [Line Items]
Number of radio stations \| RadioStation				2		2
NONCURRENT PROGRAM RIGHTS PAYABLE				$ 5,596,000		$ 5,596,000		$ 0
Amortization expense				852,000	$ 67,000	932,000	$ 135,000
Restricted cash				$ 0		$ 0		$ 1,337,000
Convertible participating preferred stock, par value (in dollars per share) \| $ / shares				$ 0.01		$ 0.01		$ 0.01
Conversion of preferred series A shares (in shares) \| shares			20,700,000
Programming rights
Significant Accounting Policies [Line Items]
Amortization expense				$ 800,000		$ 800,000
Estrella Broadcasting, Inc
Significant Accounting Policies [Line Items]
Number of radio stations \| RadioStation				11		11
Number of television stations \| televisionStation				9		9
Emmis Convertible Promissory Note \| Notes Payable
Significant Accounting Policies [Line Items]
Principal amount outstanding				$ 6,458,000		$ 6,458,000		$ 6,458,000
Debt service obligation				7,300,000		7,300,000
Delayed Draw Term Loan \| Line of Credit
Significant Accounting Policies [Line Items]
Debt instrument, term		2 years
Delayed Draw Term Loan \| Line of Credit \| Subsequent Event
Significant Accounting Policies [Line Items]
Line of credit facility, additional borrowing capacity	$ 7,500,000
Contractual obligation waived	$ 7,300,000
Cash Held In Escrow
Significant Accounting Policies [Line Items]
Restricted cash								1,300,000
Asset Pledged As Collateral, Letter Of Credit
Significant Accounting Policies [Line Items]
Restricted cash				1,900,000		1,900,000		$ 1,900,000
Asset Pledged As Collateral, Merchant Banking
Significant Accounting Policies [Line Items]
Restricted cash				$ 500,000		$ 500,000
Class A common stock
Significant Accounting Policies [Line Items]
Common stock, par value (in dollars per share) \| $ / shares			$ 0.01	$ 0.01		$ 0.01		$ 0.01
Stock repurchased during period (in shares) \| shares						11,304
Class A common stock \| At market issuance sales agreement \| B. Riley Securities, Inc.,
Significant Accounting Policies [Line Items]
Aggregate offering price									$ 12,500,000
Fair value measurements recurring \| Level 3
Significant Accounting Policies [Line Items]
Assets				$ 0		$ 0
Liabilities				$ 0		$ 0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Allowance (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Beginning Balance	$ 378	$ 102	$ 353	$ 122
Additions related to Estrella Acquisition	496	0	496	0
Change in Provision	54	0	79	(20)
Write Offs	(249)	0	(249)	0
Ending Balance	$ 679	$ 102	$ 679	$ 102

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Basic and Diluted Net Loss per Share Attributable to Common Shareholders (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Numerator:
Loss from continuing operations	$ (48,307)	$ (430)	$ (51,984)	$ (2,385)
Net income attributable to noncontrolling interest	(828)	0	(828)	0
Less: Preferred stock dividends	(128)	(596)	(851)	(1,186)
Loss from continuing operations available to common shareholders	(49,263)	(1,026)	(53,663)	(3,571)
Income (loss) from discontinued operations, net of income taxes	0	9	0	(143)
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	(49,263)	(1,017)	(53,663)	(3,714)
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS, DILUTED	$ (49,263)	$ (1,017)	$ (53,663)	$ (3,714)
Denominator:
Weighted-average shares of common stock outstanding, basic (in shares)	65,415	24,947	45,166	24,927
Weighted-average shares of common stock outstanding, diluted (in shares)	65,415	24,947	45,166	24,927
Earnings per share of common stock attributable to common shareholders:
Continuing operations - basic (in dollars per share)	$ (0.75)	$ (0.04)	$ (1.19)	$ (0.14)
Continuing operations - diluted (in dollars per share)	(0.75)	(0.04)	(1.19)	(0.14)
Discontinued operations - basic (in dollars per share)	0	0	0	(0.01)
Discontinued operations - diluted (in dollars per share)	0	0	0	(0.01)
Net loss per share attributable to common shares, basic (in dollars per share)	(0.75)	(0.04)	(1.19)	(0.15)
Net loss per share attributable to common shareholders, diluted (in dollars per share)	$ (0.75)	$ (0.04)	$ (1.19)	$ (0.15)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Convertible Equity Shares and Restricted Stock Awards Excluded from Calculation of Diluted Net Loss per Share (Details) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Shares excluded from calculation of diluted net loss per share (in shares)	21,489	30,360	37,482	26,187
Option agreement shares
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Shares excluded from calculation of diluted net loss per share (in shares)	5,734	0	2,867	0
Restricted stock awards
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Shares excluded from calculation of diluted net loss per share (in shares)	590	248	575	230
Series A convertible preferred stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Shares excluded from calculation of diluted net loss per share (in shares)	6,569	24,549	24,479	21,162
Convertible Promissory Note
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Shares excluded from calculation of diluted net loss per share (in shares)	8,596	5,563	9,561	4,795

DISCONTINUED OPERATIONS - Narrative (Details) - Fairway - Discontinued Operations, Disposed of by Sale - USD ($) $ in Millions	3 Months Ended
	Dec. 31, 2022	Dec. 09, 2022
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Disposal group, including discontinued operation, consideration		$ 78.6
Gain on sale of discontinued operations	$ 46.9

DISCONTINUED OPERATIONS - Financial Results (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS	$ 0	$ 9	$ 0	$ (143)
Discontinued Operations, Disposed of by Sale \| Fairway
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Net revenues	0	0	0	0
Operating expenses excluding depreciation and amortization expense	0	(9)	0	143
Total operating expenses	0	(9)	0	143
Income (loss) from operations of discontinued operations	0	9	0	(143)
Interest and other, net	0	0	0	0
Income (loss) from discontinued operations, before income taxes	0	9	0	(143)
Income tax benefit (expense)	0	0	0	0
NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS	$ 0	$ 9	$ 0	$ (143)

BUSINESS COMBINATIONS - Narrative (Details) $ / shares in Units, $ in Thousands			3 Months Ended	6 Months Ended
	May 02, 2024 USD ($)	Apr. 17, 2024 USD ($) $ / shares shares	Jun. 30, 2024 USD ($) $ / shares	Jun. 30, 2024 USD ($) $ / shares	Apr. 30, 2024 $ / shares	Dec. 31, 2023 USD ($) $ / shares
Business Acquisition [Line Items]
Warrant to purchase shares (in shares) \| shares		28,206,152
Option, equity ownership percentage		1
Equity purchase option agreement, extension, term		7 years
Exercise price of warrants (in dollars per share) \| $ / shares		$ 0.00001
Class of warrant or right, maximum percentage of outstanding common stock allowed		0.199
Definite-lived intangible assets			$ 29,212	$ 29,212		$ 1,327
Goodwill			14,878	14,878		0
Mandatorily Redeemable Preferred Stock
Business Acquisition [Line Items]
Number of shares issued (in shares) \| shares		60,000
Aggregate initial liquidation value		$ 60,000
Preferred stock, dividend rate, percentage of liquidation value		0.0600
Preferred stock redemption term		7 years
Minimum
Business Acquisition [Line Items]
Equity purchase option agreement, term		6 months
Maximum
Business Acquisition [Line Items]
Equity purchase option agreement, term		7 years
Estrella Broadcasting, Inc
Business Acquisition [Line Items]
Payments to acquire businesses		$ 25,499
Goodwill		14,878
Acquisition costs			5,500	9,000
EM-VD
Business Acquisition [Line Items]
Goodwill			4,500	4,500
EM-VD \| Estrella Broadcasting, Inc
Business Acquisition [Line Items]
Goodwill		4,500
EM-ADE
Business Acquisition [Line Items]
Goodwill			10,400	10,400
EM-ADE \| Estrella Broadcasting, Inc
Business Acquisition [Line Items]
Goodwill		10,400
FCC licenses
Business Acquisition [Line Items]
Indefinite-lived intangible assets			175,476	175,476		63,266
FCC licenses \| Estrella Broadcasting, Inc
Business Acquisition [Line Items]
Indefinite-lived intangible assets		112,200
Customer relationships
Business Acquisition [Line Items]
Definite-lived intangible assets			$ 14,895	$ 14,895		0
Weighted Average Remaining Useful Life (in years)			3 years 9 months 18 days	3 years 9 months 18 days
Customer relationships \| Estrella Broadcasting, Inc
Business Acquisition [Line Items]
Definite-lived intangible assets		$ 15,600
Weighted Average Remaining Useful Life (in years)		15 years
Favorable leasehold interests
Business Acquisition [Line Items]
Definite-lived intangible assets			$ 12,962	$ 12,962		$ 0
Weighted Average Remaining Useful Life (in years)			34 years 9 months 18 days	34 years 9 months 18 days
Favorable leasehold interests \| Estrella Broadcasting, Inc
Business Acquisition [Line Items]
Definite-lived intangible assets		$ 13,000
Weighted Average Remaining Useful Life (in years)		35 years
Programming rights \| Estrella Broadcasting, Inc
Business Acquisition [Line Items]
Definite-lived intangible assets		$ 10,200
Weighted Average Remaining Useful Life (in years)		4 years
Second Lien Term Loan \| Line of Credit
Business Acquisition [Line Items]
Face amount of debt		$ 30,000
Interest rate of borrowing		6.00%
First Lien Term Loans \| Line of Credit
Business Acquisition [Line Items]
Face amount of debt		$ 45,000
Interest rate of borrowing		6.00%
Monthly amortization payments, rate		0.008333
Deferred financing costs		$ 1,800
Credit facility, debt discount		1,100
Initial Loan \| Line of Credit
Business Acquisition [Line Items]
Loan received		35,000
Delayed Draw Term Loan \| Line of Credit
Business Acquisition [Line Items]
Senior credit facility amount		$ 10,000
Debt instrument, term		2 years
Proceeds from lines of credit	$ 5,000
Class A common stock
Business Acquisition [Line Items]
Shares issued when option is exercised (in shares) \| shares		7,051,538
Common stock, par value (in dollars per share) \| $ / shares			$ 0.01	$ 0.01	$ 0.01	$ 0.01
Common stock, convertible, percentage of shares outstanding		0.43
Class B common stock
Business Acquisition [Line Items]
Common stock, par value (in dollars per share) \| $ / shares		$ 0.01	$ 0.01	$ 0.01		$ 0.01

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

BUSINESS COMBINATIONS - Net Assets Acquired (Details) - USD ($) $ / shares in Units, $ in Thousands	Jun. 30, 2024	Apr. 17, 2024	Apr. 16, 2024	Mar. 31, 2024	Dec. 31, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract]
Allowance for doubtful accounts	$ 679			$ 378	$ 353	$ 102	$ 102	$ 122
Goodwill	$ 14,878				$ 0
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract]
Warrant to purchase shares (in shares)		28,206,152
Share price (in dollars per share)			$ 2.50
Option Agreement
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract]
Warrant to purchase shares (in shares)			7,051,538
Estrella Broadcasting, Inc
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract]
Cash and cash equivalents		$ 18,124
Allowance for doubtful accounts		496
Accounts receivable, net of allowance for doubtful accounts of $496000		16,412
Prepaid expenses		1,838
Current programming rights		3,635
Other current assets		555
Property and equipment, net		17,897
Intangible assets, net		140,877
Right of use assets		34,322
Goodwill		14,878
Noncurrent programming rights		6,607
Deposits and other		688
Assets acquired		255,833
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract]
Accounts payable and accrued expenses		32,033
Deferred revenue		9,209
Operating lease liabilities		31,109
Finance lease liabilities		3,029
Other Liabilities		8,301
Liabilities assumed		83,681
Fair value of noncontrolling interests		17,629
Net assets acquired		$ 154,523

BUSINESS COMBINATIONS - Variable Interest Entities - Balance Sheet (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Jun. 30, 2023	Mar. 31, 2023	Feb. 01, 2023	Dec. 31, 2022
CURRENT ASSETS:
Cash and cash equivalents	$ 9,918		$ 3,817
Accounts receivable, net of allowance for doubtful accounts of $38	27,676		6,675
Prepaid expenses	1,716		891
Other current assets	1,283		1,188
Total current assets	43,899		13,908
PROPERTY AND EQUIPMENT, NET	18,902		1,380
OTHER INTANGIBLE ASSETS, NET	204,688		64,593
OTHER ASSETS:
Lease right of use assets	47,205		13,614			$ 10,400
Deposits and other	2,833		1,996
Total other assets	56,278		15,610
Total assets	338,645		95,491
CURRENT LIABILITIES:
Accounts payable and accrued expenses	27,245		2,625
Deferred revenue	10,582		557
Operating lease liabilities	6,160		1,444
Income taxes payable	2,030		65
Total current liabilities	55,036		11,717
OPERATING LEASE LIABILITIES, NET OF CURRENT	40,863		14,333
OTHER NONCURRENT LIABILITIES	638		502
Total liabilities	306,535		29,327
Net assets	13,653		37,410
Allowance for doubtful accounts	679	$ 378	$ 353	$ 102	$ 102		$ 122
Variable Interest Entity, Primary Beneficiary
CURRENT ASSETS:
Cash and cash equivalents	6,540
Accounts receivable, net of allowance for doubtful accounts of $38	6,207
Prepaid expenses	564
Other current assets	440
Total current assets	13,751
PROPERTY AND EQUIPMENT, NET	8,106
OTHER INTANGIBLE ASSETS, NET	112,210
OTHER ASSETS:
Lease right of use assets	2,818
Deposits and other	576
Total other assets	3,394
Total assets	137,461
CURRENT LIABILITIES:
Accounts payable and accrued expenses	4,426
Deferred revenue	65
Operating lease liabilities	362
Income taxes payable	2,029
Total current liabilities	6,882
OPERATING LEASE LIABILITIES, NET OF CURRENT	2,466
OTHER NONCURRENT LIABILITIES	3,404
Total liabilities	12,752
Net assets	124,709
Allowance for doubtful accounts	$ 38

BUSINESS COMBINATIONS - Variable Interest Entities - Statements of Operations (Details) - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Business Acquisition [Line Items]
Total net revenues	$ 26,202		$ 12,080		$ 32,908	$ 19,415
Operating income	(13,326)		(116)		(16,793)	(2,022)
Net income	(48,307)	$ (3,677)	(421)	$ (2,107)
Variable Interest Entity, Primary Beneficiary
Business Acquisition [Line Items]
Total net revenues	3,174		0		3,174	0
Operating income	827		0		827	0
Net income	$ 828		$ 0		$ 828	$ 0

BUSINESS COMBINATIONS - Pro Forma Information (Details) - Estrella Broadcasting, Inc - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Business Acquisition [Line Items]
Net revenues	$ 28,722	$ 35,175	$ 54,649	$ 62,092
Loss from continuing operations before income taxes	$ (57,721)	$ (13,535)	$ (67,110)	$ (35,188)

INTANGIBLE ASSETS - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Indefinite Lived And Finite Lived Intangible Assets [Line Items]
Goodwill	$ 14,878	$ 0
Definite-lived intangible assets	29,212	1,327
Total noncurrent other intangible assets, net and goodwill	219,566	64,593
Customer relationships
Indefinite Lived And Finite Lived Intangible Assets [Line Items]
Definite-lived intangible assets	14,895	0
Favorable leasehold interests
Indefinite Lived And Finite Lived Intangible Assets [Line Items]
Definite-lived intangible assets	12,962	0
Software
Indefinite Lived And Finite Lived Intangible Assets [Line Items]
Definite-lived intangible assets	1,311	1,327
Other
Indefinite Lived And Finite Lived Intangible Assets [Line Items]
Definite-lived intangible assets	44	0
FCC licenses
Indefinite Lived And Finite Lived Intangible Assets [Line Items]
Indefinite-lived intangible assets	$ 175,476	$ 63,266

INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Indefinite-lived and Finite-lived Intangible Assets [Line Items]
Goodwill	$ 14,878	$ 0
EM-VD
Indefinite-lived and Finite-lived Intangible Assets [Line Items]
Goodwill	4,500
EM-ADE
Indefinite-lived and Finite-lived Intangible Assets [Line Items]
Goodwill	10,400
FMG Valdosta, LLC and FMG Kentucky, LLC \| Software
Indefinite-lived and Finite-lived Intangible Assets [Line Items]
Finite-lived intangible assets acquired preliminary valuation	$ 1,700
FMG Valdosta, LLC and FMG Kentucky, LLC \| Website
Indefinite-lived and Finite-lived Intangible Assets [Line Items]
Acquired finite-lived intangible assets useful life	5 years
FMG Valdosta, LLC and FMG Kentucky, LLC \| Mobile App
Indefinite-lived and Finite-lived Intangible Assets [Line Items]
Acquired finite-lived intangible assets useful life	7 years
FCC licenses
Indefinite-lived and Finite-lived Intangible Assets [Line Items]
Indefinite-lived intangible assets, carrying amount	$ 175,500	$ 63,300

INTANGIBLE ASSETS - Schedule of Definite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 30,400	$ 1,583
Accumulated Amortization	1,188	256
Net Carrying Amount	$ 29,212	1,327
Customer relationships
Finite Lived Intangible Assets [Line Items]
Weighted Average Remaining Useful Life (in years)	3 years 9 months 18 days
Gross Carrying Amount	$ 15,572	0
Accumulated Amortization	677	0
Net Carrying Amount	$ 14,895	0
Favorable leasehold interests
Finite Lived Intangible Assets [Line Items]
Weighted Average Remaining Useful Life (in years)	34 years 9 months 18 days
Gross Carrying Amount	$ 13,039	0
Accumulated Amortization	77	0
Net Carrying Amount	$ 12,962	0
Software
Finite Lived Intangible Assets [Line Items]
Weighted Average Remaining Useful Life (in years)	3 years 10 months 24 days
Gross Carrying Amount	$ 1,733	1,583
Accumulated Amortization	422	256
Net Carrying Amount	$ 1,311	1,327
Other
Finite Lived Intangible Assets [Line Items]
Weighted Average Remaining Useful Life (in years)	9 months 18 days
Gross Carrying Amount	$ 56	0
Accumulated Amortization	12	0
Net Carrying Amount	$ 44	$ 0

INTANGIBLE ASSETS - Amortization Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 852	$ 67	$ 932	$ 135

INTANGIBLE ASSETS - Estimated Amortization Expense Over Five Years (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
2024 (from July 1)	$ 2,013
2024	3,679
2025	3,093
2026	2,524
2027	1,943
After 2028	15,960
Net Carrying Amount	$ 29,212	$ 1,327

REVENUE - Narrative (Details) $ in Millions	6 Months Ended
REVENUE - Narrative (Details) $ in Millions	Jun. 30, 2024 USD ($) segment
Disaggregation Of Revenue [Line Items]
Advertising agency fee rate based on gross revenue	15.00%
Number of reportable segments \| segment	3
Estrella Broadcasting, Inc
Disaggregation Of Revenue [Line Items]
Makegood liability \| $	$ 8.5
Makegood liability, period of recognition	4 years

REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Disaggregation Of Revenue [Line Items]
Total net revenues	$ 26,202	$ 12,080	$ 32,908	$ 19,415
Revenue, product and service benchmark \| Product concentration risk
Disaggregation Of Revenue [Line Items]
Percentage of revenue	100.00%	100.00%	100.00%	100.00%
Spot Advertising
Disaggregation Of Revenue [Line Items]
Total net revenues	$ 17,712	$ 4,912	$ 22,060	$ 9,681
Spot Advertising \| EM-VD
Disaggregation Of Revenue [Line Items]
Total net revenues	5,800	0	5,800	0
Spot Advertising \| EM-ADE
Disaggregation Of Revenue [Line Items]
Total net revenues	6,951	0	6,951	0
Spot Advertising \| NY-ADE
Disaggregation Of Revenue [Line Items]
Total net revenues	$ 4,961	$ 4,912	$ 9,309	$ 9,681
Spot Advertising \| Revenue, product and service benchmark \| Product concentration risk
Disaggregation Of Revenue [Line Items]
Percentage of revenue	67.50%	40.70%	67.00%	49.90%
Spot Advertising \| Revenue, product and service benchmark \| Product concentration risk \| EM-VD
Disaggregation Of Revenue [Line Items]
Percentage of revenue	22.10%	0.00%	17.60%	0.00%
Spot Advertising \| Revenue, product and service benchmark \| Product concentration risk \| EM-ADE
Disaggregation Of Revenue [Line Items]
Percentage of revenue	26.50%	0.00%	21.10%	0.00%
Spot Advertising \| Revenue, product and service benchmark \| Product concentration risk \| NY-ADE
Disaggregation Of Revenue [Line Items]
Percentage of revenue	18.90%	40.70%	28.30%	49.90%
Digital
Disaggregation Of Revenue [Line Items]
Total net revenues	$ 3,409	$ 1,471	$ 4,271	$ 2,445
Digital \| EM-VD
Disaggregation Of Revenue [Line Items]
Total net revenues	2,496	0	2,496	0
Digital \| EM-ADE
Disaggregation Of Revenue [Line Items]
Total net revenues	149	0	149	0
Digital \| NY-ADE
Disaggregation Of Revenue [Line Items]
Total net revenues	$ 764	$ 1,471	$ 1,626	$ 2,445
Digital \| Revenue, product and service benchmark \| Product concentration risk
Disaggregation Of Revenue [Line Items]
Percentage of revenue	13.00%	12.20%	13.00%	12.60%
Digital \| Revenue, product and service benchmark \| Product concentration risk \| EM-VD
Disaggregation Of Revenue [Line Items]
Percentage of revenue	9.50%	0.00%	7.60%	0.00%
Digital \| Revenue, product and service benchmark \| Product concentration risk \| EM-ADE
Disaggregation Of Revenue [Line Items]
Percentage of revenue	0.60%	0.00%	0.50%	0.00%
Digital \| Revenue, product and service benchmark \| Product concentration risk \| NY-ADE
Disaggregation Of Revenue [Line Items]
Percentage of revenue	2.90%	12.20%	4.90%	12.60%
Syndication
Disaggregation Of Revenue [Line Items]
Total net revenues	$ 688	$ 605	$ 1,286	$ 1,210
Syndication \| EM-ADE
Disaggregation Of Revenue [Line Items]
Total net revenues	95	0	95	0
Syndication \| NY-ADE
Disaggregation Of Revenue [Line Items]
Total net revenues	$ 593	$ 605	$ 1,191	$ 1,210
Syndication \| Revenue, product and service benchmark \| Product concentration risk
Disaggregation Of Revenue [Line Items]
Percentage of revenue	2.70%	5.00%	3.90%	6.20%
Syndication \| Revenue, product and service benchmark \| Product concentration risk \| EM-ADE
Disaggregation Of Revenue [Line Items]
Percentage of revenue	0.40%	0.00%	0.30%	0.00%
Syndication \| Revenue, product and service benchmark \| Product concentration risk \| NY-ADE
Disaggregation Of Revenue [Line Items]
Percentage of revenue	2.30%	5.00%	3.60%	6.20%
Events and Sponsorships
Disaggregation Of Revenue [Line Items]
Total net revenues	$ 2,114	$ 4,472	$ 2,235	$ 4,628
Events and Sponsorships \| EM-VD
Disaggregation Of Revenue [Line Items]
Total net revenues	63	0	63	0
Events and Sponsorships \| EM-ADE
Disaggregation Of Revenue [Line Items]
Total net revenues	485	0	485	0
Events and Sponsorships \| NY-ADE
Disaggregation Of Revenue [Line Items]
Total net revenues	$ 1,566	$ 4,472	$ 1,687	$ 4,628
Events and Sponsorships \| Revenue, product and service benchmark \| Product concentration risk
Disaggregation Of Revenue [Line Items]
Percentage of revenue	8.10%	37.00%	6.80%	23.80%
Events and Sponsorships \| Revenue, product and service benchmark \| Product concentration risk \| EM-VD
Disaggregation Of Revenue [Line Items]
Percentage of revenue	0.20%	0.00%	0.20%	0.00%
Events and Sponsorships \| Revenue, product and service benchmark \| Product concentration risk \| EM-ADE
Disaggregation Of Revenue [Line Items]
Percentage of revenue	1.90%	0.00%	1.50%	0.00%
Events and Sponsorships \| Revenue, product and service benchmark \| Product concentration risk \| NY-ADE
Disaggregation Of Revenue [Line Items]
Percentage of revenue	6.00%	37.00%	5.10%	23.80%
Other
Disaggregation Of Revenue [Line Items]
Total net revenues	$ 2,279	$ 620	$ 3,056	$ 1,451
Other \| EM-VD
Disaggregation Of Revenue [Line Items]
Total net revenues	630	0	630	0
Other \| EM-ADE
Disaggregation Of Revenue [Line Items]
Total net revenues	792	0	792	0
Other \| NY-ADE
Disaggregation Of Revenue [Line Items]
Total net revenues	$ 857	$ 620	$ 1,634	$ 1,451
Other \| Revenue, product and service benchmark \| Product concentration risk
Disaggregation Of Revenue [Line Items]
Percentage of revenue	8.70%	5.10%	9.30%	7.50%
Other \| Revenue, product and service benchmark \| Product concentration risk \| EM-VD
Disaggregation Of Revenue [Line Items]
Percentage of revenue	2.40%	0.00%	1.90%	0.00%
Other \| Revenue, product and service benchmark \| Product concentration risk \| EM-ADE
Disaggregation Of Revenue [Line Items]
Percentage of revenue	3.00%	0.00%	2.40%	0.00%
Other \| Revenue, product and service benchmark \| Product concentration risk \| NY-ADE
Disaggregation Of Revenue [Line Items]
Percentage of revenue	3.30%	5.10%	5.00%	7.50%

LONG-TERM DEBT, WARRANTS, AND SERIES B PREFERRED STOCK - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Less: Current maturities	$ (6,458)	$ (6,458)
Less: Unamortized original issue discount and deferred financing costs	(2,889)	0
Total long-term debt, net of current portion	64,015	0
Warrant Shares	101,542	0
Series B Preferred Stock	33,547	0
Notes Payable \| Emmis Convertible Promissory Note
Debt Instrument [Line Items]
Long-term debt, gross	6,458	6,458
Line of Credit \| First Lien Term Loans
Debt Instrument [Line Items]
Long-term debt, gross	40,000	0
Line of Credit \| Second Lien Term Loan
Debt Instrument [Line Items]
Long-term debt, gross	$ 26,904	$ 0

LONG-TERM DEBT, WARRANTS, AND SERIES B PREFERRED STOCK - Narrative (Details)			6 Months Ended
	May 02, 2024 USD ($)	Apr. 17, 2024 USD ($) $ / shares shares	Jun. 30, 2024 USD ($)	Dec. 31, 2023 USD ($)
Debt Instrument [Line Items]
Warrant to purchase shares (in shares) \| shares		28,206,152
Exercise price of warrants (in dollars per share) \| $ / shares		$ 0.00001
Class of warrant or right, maximum percentage of outstanding common stock allowed		0.199
Mandatorily Redeemable Preferred Stock
Debt Instrument [Line Items]
Number of shares issued (in shares) \| shares		60,000
Aggregate initial liquidation value		$ 60,000,000
Mandatorily redeemable stock, fair value		$ 32,000,000
Preferred stock, dividend rate, percentage of liquidation value		0.0600
Preferred stock redemption term		7 years
First Lien Term Loans \| Line of Credit
Debt Instrument [Line Items]
Principal amount outstanding			$ 40,000,000	$ 0
Face amount of debt		$ 45,000,000
Interest rate of borrowing		6.00%
Monthly amortization payments, rate		0.008333
Initial Loan \| Line of Credit
Debt Instrument [Line Items]
Loan received		$ 35,000,000
Delayed Draw Term Loan \| Line of Credit
Debt Instrument [Line Items]
Senior credit facility amount		$ 10,000,000
Proceeds from lines of credit	$ 5,000,000
Debt instrument, term		2 years
Second Lien Term Loan \| Line of Credit
Debt Instrument [Line Items]
Principal amount outstanding			26,904,000	$ 0
Face amount of debt		$ 30,000,000
Interest rate of borrowing		6.00%
Long-term debt, fair value		$ 26,500,000
Standard General \| Convertible Promissory Note \| Convertible Emmis promissory note
Debt Instrument [Line Items]
Senior credit facility amount			$ 0
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%
Principal amount outstanding			$ 6,500,000

LONG-TERM DEBT, WARRANTS, AND SERIES B PREFERRED STOCK - Schedule of Principal Payments (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Debt Instrument [Line Items]
Remainder of 2024 (from July 1)	$ 0
2025	0
2026	0
2027	0
2028	0
After 2028	60,000
Total	60,000
Remainder of 2024 (from July 1)	6,458
2025	0
2026	5,000
2027	2,333
2028	3,500
After 2028	119,167
Total	136,458
Emmis Note
Debt Instrument [Line Items]
Remainder of 2024 (from July 1)	6,458
2025	0
2026	0
2027	0
2028	0
After 2028	0
Total	6,458
First Lien Term Loans
Debt Instrument [Line Items]
Remainder of 2024 (from July 1)	0
2025	0
2026	5,000
2027	2,333
2028	3,500
After 2028	29,167
Total	40,000
Second Lien Term Loan
Debt Instrument [Line Items]
Remainder of 2024 (from July 1)	0
2025	0
2026	0
2027	0
2028	0
After 2028	30,000
Total	$ 30,000

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

INCOME TAXES (Details) - USD ($) $ in Thousands	6 Months Ended
INCOME TAXES (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Effective income tax rate, percent	1.00%	7.00%
Gross tax liability for uncertainties			$ 390
Accrued interest related to unrecognized tax benefits	$ 43

LEASES - Narrative (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023	Feb. 01, 2023
Leases [Abstract]
Lease right of use assets	$ 47,205	$ 13,614	$ 10,400
Total recorded operating lease liabilities	$ 47,023		$ 10,400

LEASES - Schedule of Impact of Operating And Finance Leases to Condensed Consolidated Financial Statements (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Leases [Abstract]
Operating lease cost	$ 1,773	$ 1,107	$ 2,407	$ 2,059
Operating cash flows from operating leases	1,263	938	1,543	1,688
Right-of-use assets obtained in exchange for new operating lease liabilities	$ 0	0	$ 0	10,391
Weighted average remaining lease term - operating leases (in years)	13 years 1 month 6 days		13 years 1 month 6 days		14 years
Weighted average discount rate - operating leases	11.60%		11.60%		11.40%
Finance lease cost	$ 199	0	$ 199	0
Cash flows from finance leases	$ 124	$ 0	$ 124	$ 0
Weighted average remaining lease term - finance leases (in years)	4 years 9 months 18 days		4 years 9 months 18 days		0 years
Weighted average discount rate - finance leases	11.30%		11.30%		0.00%

LEASES - Schedule of Annual Minimum Lease Payments of Operating Lease Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Feb. 01, 2023
Leases [Abstract]
2024 (from July 1)	$ 3,331
2025	6,975
2026	7,501
2027	7,071
2028	7,027
After 2028	67,671
Total lease payments	99,576
Less imputed interest	(52,553)
Total recorded operating lease liabilities	$ 47,023	$ 10,400

LEASES - Schedule of Annual Minimum Lease Payments of Finance Lease Liabilities (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Leases [Abstract]
2024 (from July 1)	$ 373
2025	768
2026	799
2027	831
2028	864
After 2028	218
Total lease payments	3,853
Less imputed interest	(878)
Total recorded finance lease liabilities	$ 2,975

RELATED PARTY TRANSACTIONS - Transaction Agreement with Emmis and SG Broadcasting (Details) - Transaction Agreement $ in Millions	Jun. 28, 2019 USD ($) vote
Standard General
Related Party Transaction [Line Items]
Number of votes per share \| vote	10
Related Party \| Emmis Communications Corporation
Related Party Transaction [Line Items]
Purchase price for the assets of radio stations \| $	$ 91.5
Number of votes per share \| vote	1
Related Party \| Emmis Communications Corporation \| Convertible Promissory Note
Related Party Transaction [Line Items]
Notes payable \| $	$ 5.0
MediaCo \| Emmis Communications Company
Related Party Transaction [Line Items]
Equity ownership interest	23.72%
MediaCo \| SG Broadcasting
Related Party Transaction [Line Items]
Equity ownership interest	76.28%

RELATED PARTY TRANSACTIONS - Convertible Promissory Notes (Details) - Related Party - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Nov. 25, 2019
Convertible Standard General promissory notes \| Convertible Promissory Note
Related Party Transaction [Line Items]
Paid-in-kind interest			$ 0.5
Emmis Communications Corporation
Related Party Transaction [Line Items]
Principal amount outstanding				$ 6.0
Emmis Communications Corporation \| Convertible Promissory Notes
Related Party Transaction [Line Items]
Face amount of debt					$ 5.0
Principal amount outstanding	$ 6.5		$ 6.5
Interest expense recognized	$ 0.4	$ 0.3

RELATED PARTY TRANSACTIONS - Convertible Preferred Stock (Details) - USD ($)				1 Months Ended
	Dec. 13, 2022	Dec. 12, 2020	Dec. 13, 2019	Apr. 30, 2024	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023
Related Party Transaction [Line Items]
Conversion of preferred series A shares (in shares)				20,700,000
Related Party \| SG Broadcasting
Related Party Transaction [Line Items]
Outstanding debt			$ 0
Debt instrument interest percentage			6.00%
Debt instrument increasing interest rate of each successive anniversary		1.00%
Dividends paid in kind	$ 3,400,000
Additional shares issued due to increase in accrued value of preferred stock (in shares)	80,000
Unpaid cumulative dividends						$ 200,000
Related Party \| SG Broadcasting \| Series A convertible preferred stock
Related Party Transaction [Line Items]
Preferred stock issued (in shares)			220,000
Preferred stock issued					$ 900,000		$ 1,200,000

RELATED PARTY TRANSACTIONS - Consulting Agreements And Other Activity (Details)	1 Months Ended		6 Months Ended
	Mar. 31, 2024 USD ($)	Oct. 31, 2023 USD ($) agreement consultant	Jun. 30, 2024 USD ($)
Consultant Agreement February 1, 2024
Related Party Transaction [Line Items]
Number of agreements \| agreement		1
Consultant Agreement May 31, 2024
Related Party Transaction [Line Items]
Number of agreements \| agreement		1
Consulting Agreement That Can Be Terminated At Any Time, By Any Party
Related Party Transaction [Line Items]
Number of agreements \| agreement		1
Affiliated Entity \| Consultant Agreements
Related Party Transaction [Line Items]
Number of consultants \| consultant		5
Consulting fees incurred			$ 300,000
Affiliated Entity \| Consultant Agreement February 1, 2024
Related Party Transaction [Line Items]
Consulting fees, hourly rate		$ 125
Affiliated Entity \| Consultant Agreement May 31, 2024, 1
Related Party Transaction [Line Items]
Consulting fees, per month		$ 8,400
Affiliated Entity \| Consultant Agreement May 31, 2024, 2
Related Party Transaction [Line Items]
Number of agreements \| agreement		2
Consulting fees, per month		$ 6,000
Affiliated Entity \| Consultant Agreement May 31, 2024, 3
Related Party Transaction [Line Items]
Consulting fees, per month		12,000
Affiliated Entity \| Consulting Agreement That Can Be Terminated At Any Time, By Any Party
Related Party Transaction [Line Items]
Consulting fees, per month		$ 18,000
Related Party \| National Association of Investment Companies
Related Party Transaction [Line Items]
Related party payments	$ 15,000

SEGMENT INFORMATION - Additional Information (Details)	6 Months Ended
SEGMENT INFORMATION - Additional Information (Details)	Jun. 30, 2024 segment RadioStation
Segment Reporting [Abstract]
Number of reportable segments \| segment	3
Number of radio stations \| RadioStation	2

SEGMENT INFORMATION - Schedule of Results of Operations of Business Segments (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Segment Reporting Information [Line Items]
Total net revenues	$ 26,202	$ 12,080	$ 32,908	$ 19,415
Operating expenses excluding depreciation and amortization expense	34,647	11,046	41,297	18,283
Corporate expenses	3,445	1,002	6,835	2,886
Depreciation and amortization	1,431	148	1,564	307
Loss (gain) on disposal of assets	5	0	5	(39)
Operating (loss) income	(13,326)	(116)	(16,793)	(2,022)
Total Assets	338,645		338,645		$ 95,491
Corporate and other
Segment Reporting Information [Line Items]
Total net revenues	0	0	0	0
Operating expenses excluding depreciation and amortization expense	0	0	0	0
Corporate expenses	3,445	1,002	6,835	2,886
Depreciation and amortization	0	0	0	0
Loss (gain) on disposal of assets	0		0	0
Operating (loss) income	(3,445)	(1,002)	(6,835)	(2,886)
EM-VD
Segment Reporting Information [Line Items]
Total Assets	80,094		80,094		0
EM-VD \| Operating Segments
Segment Reporting Information [Line Items]
Total net revenues	8,989	0	8,989	0
Operating expenses excluding depreciation and amortization expense	15,570	0	15,570	0
Corporate expenses	0	0	0	0
Depreciation and amortization	1,014	0	1,014	0
Loss (gain) on disposal of assets	0		0	0
Operating (loss) income	(7,595)	0	(7,595)	0
EM-ADE
Segment Reporting Information [Line Items]
Total Assets	163,897		163,897		0
EM-ADE \| Operating Segments
Segment Reporting Information [Line Items]
Total net revenues	8,472	0	8,472	0
Operating expenses excluding depreciation and amortization expense	9,398	0	9,398	0
Corporate expenses	0	0	0	0
Depreciation and amortization	279	0	279	0
Loss (gain) on disposal of assets	5		5	0
Operating (loss) income	(1,210)	0	(1,210)	0
NY-ADE
Segment Reporting Information [Line Items]
Total Assets	94,654		94,654		$ 95,491
NY-ADE \| Operating Segments
Segment Reporting Information [Line Items]
Total net revenues	8,741	12,080	15,447	19,415
Operating expenses excluding depreciation and amortization expense	9,679	11,046	16,329	18,283
Corporate expenses	0	0	0	0
Depreciation and amortization	138	148	271	307
Loss (gain) on disposal of assets	0		0	(39)
Operating (loss) income	$ (1,076)	$ 886	$ (1,153)	$ 864

SUBSEQUENT EVENTS (Details) - Delayed Draw Term Loan - Line of Credit - USD ($) $ in Millions			1 Months Ended
	Sep. 13, 2024	May 02, 2024	Jul. 31, 2024
Subsequent Event [Line Items]
Proceeds from lines of credit		$ 5.0
Subsequent Event
Subsequent Event [Line Items]
Proceeds from lines of credit			$ 5.0
Line of credit facility, additional borrowing capacity	$ 7.5
Contractual obligation waived	$ 7.3

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