Mediaco Holding Inc.
For the period ended Sep 30, 2025. Filed Nov 19, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 19, 2025
MDIA$1.04+4.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-11.
0001784254-25-000014
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-19.
0001784254-25-000037
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 103 previous paragraphs and 108 current paragraphs.
64 unchanged; 34 reworded; 9 added; 5 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 6 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (9)
Current report
•Net loss of $17.9 million increased $72.8 million, or 133%, during the three months ended September 30, 2025 compared to net income of $54.9 million during the three months ended September 30, 2024.
Current report
•Net loss of $33.9 million decreased $36.8 million, or 1252%, during the nine months ended September 30, 2025 compared to net income of $2.9 million during the nine months ended September 30, 2024.
Current report
Net revenues increased during the three months ended September 30, 2025 primarily due to increased Digital revenue, partially offset by a decrease in Spot revenue.
Current report
Operating expenses increased during the three months ended September 30, 2025 primarily due to higher digital platform costs, which rose in line with growth in digital revenue. These increases were partially offset by reductions in employee-related expenses, advertising and promotional spending, and professional services fees.
Current report
Change in fair value of warrant shares liability:
Current report
Warrant shares liability decreased during the three and nine months ended September 30, 2025 due to stock price changes during the respective periods.
Current report
Provision for income taxes decreased during the three months ended September 30, 2025 compared to the prior year due to changes in the deferred tax liability.
Current report
Consolidated net (loss) income:
Current report
Despite net losses, management is actively managing liquidity by closely monitoring working capital and implementing disciplined payment practices, including deferring certain payments where appropriate to support business growth. The Company is also increasing efforts on collections to accelerate cash inflows and further enhance liquidity. Our focus on working capital optimization and expense control has reduced cash burn for the period. Importantly, the Company maintains a positive equity position.
Removed paragraphs (5)
Previous report
•Net loss of $8.8 million decreased $39.5 million, or 82%, during the three months ended June 30, 2025 compared to net loss of $48.3 million during the three months ended June 30, 2024.
Previous report
•Net loss of $17.4 million decreased $34.6 million, or 67%, during the six months ended June 30, 2025 compared to net loss of $52.0 million during the six months ended June 30, 2024.
Previous report
Operating expenses decreased during the three months ended June 30, 2025 primarily due to decreases in employee costs, events, computer, security and general insurance expenses partially offset, by increases in bad debt and TV expenses.
Previous report
The loss on disposal of assets remained consistent quarter over quarter for the three months ended June 30, 2025, compared to the same period in 2024.
Previous report
Consolidated net loss:
Reworded paragraphs (34)
Previous wording
The following table summarizes the sources of our revenues for the three and six months ended June 30, 2025 and 2024. The category “Other” includes, among other items, revenues related to network revenues and barter.
Current wording
The following table summarizes the sources of our revenues for the three and nine months ended September 30, 2025 and 2024. The category “Other” includes, among other items, revenues related to network revenues and barter.
Previous wording
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. As part of the Estrella Acquisition integration, we developed a plan to close and relocate certain studio and marketing operations. In fulfilling this plan, we incurred involuntary termination costs of $0.2 million and $0.5 million in the three and six months ended June 30, 2025, respectively, included in operating expenses on our condensed consolidated statements of operations included elsewhere in this report.
Current wording
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. As part of the Estrella Acquisition integration, we developed a plan to close and relocate certain studio and marketing operations. In fulfilling this plan, we incurred involuntary termination costs of $0.2 million and $0.7 million in the three and nine months ended September 30, 2025, respectively, included in operating expenses on our condensed consolidated statements of operations included elsewhere in this report.
Previous wording
During the six months ended June 30, 2025, there were no material changes to our critical accounting policies and estimates from those described under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Estimates” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on April 15, 2025.
Current wording
During the nine months ended September 30, 2025, there were no material changes to our critical accounting policies and estimates from those described under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Estimates” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on April 15, 2025.
Previous wording
The key developments in our business for the three and six months ended June 30, 2025 are summarized below:
Current wording
The key developments in our business for the three and nine months ended September 30, 2025 are summarized below:
Previous wording
•Net revenues of $31.2 million increased $5.0 million, or 19%, during the three months ended June 30, 2025 compared to net revenues of $26.2 million during the three months ended June 30, 2024.
Current wording
•Net revenues of $35.4 million increased $5.5 million, or 19%, during the three months ended September 30, 2025 compared to net revenues of $29.9 million during the three months ended September 30, 2024.
Previous wording
•Net revenues of $59.3 million increased $26.4 million, or 80%, during the six months ended June 30, 2025 compared to net revenues of $32.9 million during the six months ended June 30, 2024.
Current wording
•Net revenues of $94.7 million increased $31.9 million, or 51%, during the nine months ended September 30, 2025 compared to net revenues of $62.8 million during the nine months ended September 30, 2024.
Previous wording
•Operating loss of $6.8 million decreased $6.5 million, or 49%, during the three months ended June 30, 2025 compared to operating loss of $13.3 million during the three months ended June 30, 2024.
Current wording
•Operating loss of $7.1 million increased $0.2 million, or 3%, during the three months ended September 30, 2025 compared to operating loss of $6.9 million during the three months ended September 30, 2024.
Previous wording
•Operating loss of $11.5 million decreased $5.3 million, or 32%, during the six months ended June 30, 2025 compared to operating loss of $16.8 million during the six months ended June 30, 2024.
Current wording
•Operating loss of $18.6 million decreased $5.1 million, or 22%, during the nine months ended September 30, 2025 compared to operating loss of $23.7 million during the nine months ended September 30, 2024.
Previous wording
•Cash flows used in operating activities decreased by $23.8 million, or 96%, during the six months ended June 30, 2025 to $0.9 million compared to cash flows used in operating activities of $24.7 million during the six months ended June 30, 2024.
Current wording
•Cash flows provided by operating activities increased by $32.7 million, or 106%, during the nine months ended September 30, 2025 to $1.9 million compared to cash flows used in operating activities of $30.7 million during the nine months ended September 30, 2024.
Previous wording
•Adjusted EBITDA for the three months ended June 30, 2025 was $1.8 million increasing 134% compared to Adjusted EBITDA of $(5.2) million for the three months ended June 30, 2024.
Current wording
•Adjusted EBITDA for the three months ended September 30, 2025 was $2.1 million increasing 1971% compared to Adjusted EBITDA of $(0.1) million for the three months ended September 30, 2024.
Previous wording
•Adjusted EBITDA for the six months ended June 30, 2025 was $2.9 million increasing 165% compared to Adjusted EBITDA of $(4.5) million for the six months ended June 30, 2024.
Current wording
•Adjusted EBITDA for the nine months ended September 30, 2025 was $5.0 million increasing 209% compared to Adjusted EBITDA of $(4.6) million for the nine months ended September 30, 2024.
Previous wording
The following table sets forth a summary of each of the Company’s components of operating expense as a percentage of net revenue for the three months and six months ended June 30, 2025 and 2024:
Current wording
The following table sets forth a summary of each of the Company’s components of operating expense as a percentage of net revenue for the three months and nine months ended September 30, 2025 and 2024:
Previous wording
Three-Month and Six-Month Periods Ended June 30, 2025 compared to June 30, 2024
Current wording
Three-Month and Nine-Month Periods Ended September 30, 2025 compared to September 30, 2024
Previous wording
Net revenues increased during the three and six months ended June 30, 2025 primarily due to the new assets acquired in the Audio and Video segments as part of the Estrella Acquisition in April 2024.
Current wording
Net revenues increased during the nine months ended September 30, 2025 primarily due to the new assets acquired in the Audio and Video segments as part of the Estrella Acquisition in April 2024 and due to increased Digital revenue.
Previous wording
Operating expenses increased during the six months ended June 30, 2025 primarily due to the new assets acquired in the Audio and Video segments as part of the Estrella Acquisition.
Current wording
Operating expenses increased during the nine months ended September 30, 2025 primarily due to the new assets acquired in the Audio and Video segments as part of the Estrella Acquisition and higher digital platform costs.
Previous wording
Corporate expenses decreased for the three and six months ended June 30, 2025 primarily due to lower professional service fees driven by work related to the Estrella Acquisition in the prior year.
Current wording
Corporate expenses decreased for the three and nine months ended September 30, 2025 primarily due to lower professional service fees driven by work related to the Estrella Acquisition in the prior year.
Previous wording
Depreciation and amortization expense increased during the three and six months ended June 30, 2025 primarily related to the Estrella Acquisition. Depreciation and amortization expenses excluding expenses related to the Estrella Acquisition, remained relatively flat due to certain assets becoming fully depreciated in the prior year offset by new assets placed into service in 2025.
Current wording
Depreciation and amortization expense increased during the nine months ended September 30, 2025 primarily related to the Estrella Acquisition. Depreciation and amortization expenses excluding expenses related to the Estrella Acquisition, remained relatively flat due to certain assets becoming fully depreciated in the prior year offset by new assets placed into service in 2025.
Previous wording
Loss on disposal of assets increased for the six months ended June 30, 2025 primarily due to the disposal of certain fixed assets, while there were no such disposals in 2024.
Current wording
Loss on disposal of assets increased for the nine months ended September 30, 2025 primarily due to the disposal of certain fixed assets, while there were no such disposals in 2024.
Previous wording
Interest expense increased during the three and six months ended June 30, 2025 due to the additional long-term debt related to the Estrella Acquisition.
Current wording
Interest expense increased during the three and nine months ended September 30, 2025 due to the additional long-term debt related to the Estrella Acquisition.
Previous wording
Other income increased during the three and six months ended June 30, 2025 compared to the prior year primarily because of a one-time employee retention tax credit received, income from managed services agreements where the Company is providing accounting and other services, and subleasing income from one of our facilities which began in the first quarter of 2025.
Current wording
Other income increased during the three and nine months ended September 30, 2025 compared to the prior year primarily because of a one-time employee retention tax credit received, income from managed services agreements where the Company is providing accounting and other services, and subleasing income from one of our facilities which began in the first quarter of 2025.
Previous wording
Provision for income taxes increased during the three and six months ended June 30, 2025 compared to the prior year due to tax amortization of the Company’s historical and newly acquired indefinite-lived intangibles, along with the impact of filing in additional state jurisdictions as a result of the Estrella Acquisition. See Note 8 — Income Taxes in our condensed consolidated financial statements included elsewhere in this report for additional details.
Current wording
Provision for income taxes increased during the nine months ended September 30, 2025 compared to the prior year due to tax amortization of the Company’s historical and newly acquired indefinite-lived intangibles, along with the impact of filing in additional state jurisdictions as a result of the Estrella Acquisition. See Note 10 — Income Taxes in our condensed consolidated financial statements included elsewhere in this report for additional details.
Previous wording
The decrease in consolidated net loss was primarily due to the Estrella Acquisition. See“Net revenues,” “Operating expenses,”, “Corporate expenses,” “Depreciation and amortization,” “Loss on disposal of assets,” “Interest expense, net,”“Provision for income taxes,” and “Other income” above for additional details.
Current wording
The decrease in consolidated net (loss) income was primarily due to the Estrella Acquisition. See“Net revenues,” “Operating expenses,”, “Corporate expenses,” “Depreciation and amortization,” “Loss on disposal of assets,” “Interest expense, net,”“Provision for income taxes,” and “Other income” above for additional details.
Previous wording
The Company’s Audio Segment includes the Estrella MediaCo radio, digital and events operations as well as two New York radio stations that predate the Estrella Acquisition. Revenue, Operating expenses and Segment Operating Loss for our Audio Segment were as follows:
Current wording
The Company’s Audio Segment includes the Estrella MediaCo radio, digital and events operations as well as two New York radio stations that predate the Estrella Acquisition. Revenue, Operating expenses and Segment Operating (Loss) Income for our Audio Segment were as follows:
Previous wording
Revenue and operating expenses from our Audio Segment decreased $2.0 million and $2.7 million, respectively, during the three months ended June 30, 2025 compared to the same period in 2024, driven primarily as a result of the decrease in event revenue and decreases in payroll and event expenses.
Current wording
Revenue and operating expenses from our Audio Segment decreased $3.2 million and $1.2 million, respectively, during the three months ended September 30, 2025 compared to the same period in 2024, driven primarily as a result of the decrease in Spot revenue and decreases in employee related expenses.
Previous wording
Revenue and operating expenses from our Audio Segment increased $5.0 million and $3.5 million, respectively, during the six months ended June 30, 2025 compared to the same period in 2024, driven primarily as a result of the new assets acquired in the Audio segment as part of the Estrella Acquisition.
Current wording
Revenue and operating expenses from our Audio Segment increased $1.8 million and $2.3 million, respectively, during the nine months ended September 30, 2025 compared to the same period in 2024, driven primarily as a result of the new assets acquired in the Audio segment as part of the Estrella Acquisition.
Previous wording
Revenue and operating expenses from our Video Segment increased $7.0 million and $3.1 million, respectively, during the three months ended June 30, 2025 compared to the same period in 2024, were due to increases in digital revenue and increases in impression expense, partially offset by decreases in payroll expense.
Current wording
Revenue and operating expenses from our Video Segment increased $8.7 million and $8.0 million, respectively, during the three months ended September 30, 2025 compared to the same period in 2024. These increases were primarily in digital revenue and increases in impression expense, partially offset by decreases in employee related expenses.
Previous wording
Revenue and operating expenses from our Video Segment increased $21.4 million and $21.2 million, respectively, during the six months ended June 30, 2025 compared to the same period in 2024, were due to the new assets acquired as part of the Estrella Acquisition.
Current wording
Revenue and operating expenses from our Video Segment increased $30.1 million and $29.2 million, respectively, during the nine months ended September 30, 2025 compared to the same period in 2024, were due to the new assets acquired as part of the Estrella Acquisition, increases in digital revenue and increases in digital impression expense.
Previous wording
Operating expenses related to Corporate and other decreased to $1.6 million for the three months ended June 30, 2025 compared to $3.4 million for the three months ended June 30, 2024, primarily due to lower professional service fees driven by work related to the Estrella Acquisition in the prior year.
Current wording
Operating expenses related to Corporate and other decreased to $1.3 million for the three months ended September 30, 2025 compared to $2.3 million for the three months ended September 30, 2024, primarily due to lower professional service fees driven by work related to the Estrella Acquisition in the prior year.
Previous wording
Operating expenses related to Corporate and other decreased to $3.1 million for the six months ended June 30, 2025 compared to $6.8 million for the six months ended June 30, 2024, primarily due to lower professional service fees driven by work related to the Estrella Acquisition in the prior year.
Current wording
Operating expenses related to Corporate and other decreased to $4.5 million for the nine months ended September 30, 2025 compared to $9.2 million for the nine months ended September 30, 2024, primarily due to lower professional service fees driven by work related to the Estrella Acquisition in the prior year.
Previous wording
At June 30, 2025, the Company had cash, cash equivalents and restricted cash of $5.4 million and negative working capital of $32.3 million. At December 31, 2024, the Company had cash, cash equivalents and restricted cash of $6.9 million and negative working capital of $18.0 million. The increase in negative working capital was driven by the cancellation of certain programming rights contracts reducing the current portion of programming rights as well as increased accounts payable and accrued expenses, accrued salaries and commissions, and deferred revenue, partially offset by increased accounts receivable.
Current wording
At September 30, 2025, the Company had cash, cash equivalents and restricted cash of $8.2 million and negative working capital of $43.3 million. At December 31, 2024, the Company had cash, cash equivalents and restricted cash of $6.9 million and negative working capital of $18.0 million. The increase in negative working capital was driven by the cancellation of certain programming rights contracts reducing the current portion of programming rights as well as increased accounts payable and accrued expenses, partially offset by increased accounts receivable.
Previous wording
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. Any potential acquisitions have the potential to impact our liquidity position.
Current wording
Additionally, regarding the $5.0 million in Delayed Draw Term Loans due May 2026 and $5.0 million Delayed Draw Term Loans due July 2026, the Company intends to refinance on a long term basis, pay down using cash flow from operations, or receive additional investment from the support letter obtained. As part of its business strategy, the Company continually evaluates potential acquisitions of businesses it believes hold promise for long-term appreciation and that can leverage our strengths. While any such acquisitions could impact our liquidity position, management is committed to maintaining appropriate liquidity levels and managing cash resources prudently as the business grows.
Previous wording
Cash flows used in operating activities were $0.9 million for the six months ended June 30, 2025, compared to $24.7 million for the six months ended June 30, 2024. The decrease in cash used in operating activities was mainly attributable to improved operating income driven by transaction costs incurred in the prior year that were not incurred in the current year and focus on cash management.
Current wording
Cash flows provided in operating activities were $1.9 million for the nine months ended September 30, 2025, compared to cash flows used in of $30.7 million for the nine months ended September 30, 2024. The increase in cash from operating activities was mainly attributable to increases in accounts payable, partially offset by better collections.
Previous wording
Cash flows used in investing activities were $0.3 million for the six months ended June 30, 2025, primarily attributable to cash paid for various capital projects. Cash flows used in investing activities were $7.0 million for the six months ended June 30, 2024, primarily attributable to the Estrella acquisition, capital expenditures related to a new digital platform project, and the build out of our new space for corporate offices.
Current wording
Cash flows used in investing activities were $0.3 million for the nine months ended September 30, 2025, primarily attributable to cash paid for various capital projects. Cash flows used in investing activities were $7.6 million for the nine months ended September 30, 2024, primarily attributable to the Estrella acquisition, capital expenditures related to a new digital platform project, and the build out of our new space for corporate offices.
Previous wording
Cash flows used in financing activities were$0.3 million for the six months ended June 30, 2025, attributable to finance lease principal payments and settlement of tax withholding obligations. Cash flows provided by 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.
Current wording
Cash flows used in financing activities were$0.4 million for the nine months ended September 30, 2025, attributable to finance lease principal payments and settlement of tax withholding obligations. Cash flows provided by financing activities were $41.4 million for the nine months ended September 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.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Depreciation and amortization expense decreased during the three months ended September 30, 2025 as certain assets became fully depreciated in the prior year, offset by new assets placed into service in 2025.