Mediaco Holding Inc.
For the period ended Jun 30, 2026. Filed Aug 14, 2026.
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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.
Jun 30, 2026 · Filed Aug 14, 2026
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 2026-03-31; filed 2026-05-15.
0001784254-26-000025
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-14.
0001784254-26-000035
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 101 previous paragraphs and 114 current paragraphs.
66 unchanged; 33 reworded; 12 added; 2 removed; 0 previous and 3 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 (12)
Current report
•Our ability to comply with financial covenants in our First Lien Credit Agreement and Second Lien Credit Agreement;
Current report
•Net revenues of $65.4 million increased $6.1 million, or 10%, during the six months ended June 30, 2026 compared to net revenues of $59.3 million during the six months ended June 30, 2025.
Current report
•Operating loss of $12.4 million increased $1.0 million, or 8%, during the six months ended June 30, 2026 compared to operating loss of $11.5 million during the six months ended June 30, 2025.
Current report
•Net loss of $18.0 million increased $2.0 million, or 12%, during the six months ended June 30, 2026 compared to net loss of $16.0 million during the six months ended June 30, 2025.
Current report
•Adjusted EBITDA for the six months ended June 30, 2026 was $1.1 million decreasing 61% compared to Adjusted EBITDA of $2.9 million for the six months ended June 30, 2025.
Current report
Change in fair value of warrant shares liability:
Current report
Warrant shares liability decreased during the three and six months ended June 30, 2026, as the warrants were no longer outstanding and, therefore, no mark-to-market accounting was required.
Current report
Other income, net:
Current report
Other income decreased during the three months ended June 30, 2026 compared with the three months ended June 30, 2025, primarily due to the absence of a one-time employee retention tax credit received in the prior-year period. These unfavorable variances were partially offset by increased revenue recognized under the Company's managed services agreement. As a result, other income declined from the prior-year period, reflecting the nonrecurring nature of the employee retention tax credit.
Current report
Consolidated net loss:
Current report
Revenue from our Audio Segment decreased $3.6 million and operating expenses decreased $2.4 million, respectively, during the three months ended June 30, 2026 compared to the same period in 2025, driven primarily as a result of the decrease in spot and other revenue and decreases in operating expenses such as professional fees, bad debt fees and advertising and promotion costs.
Current report
Operating expenses related to Corporate and other increased to $3.7 million for the six months ended June 30, 2026 compared to $3.1 million for the six months ended June 30, 2025, primarily due to an increase in employee related costs, and corporate insurance charges.
Removed paragraphs (2)
Previous report
Other income:
Previous report
Consolidated net (loss) income:
Reworded paragraphs (33)
Previous wording
The following table summarizes the sources of our revenues for the three months ended March 31, 2026 and 2025. 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 six months ended June 30, 2026 and 2025. 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 no involuntary termination costs in the three months ended March 31, 2026 and 2025, 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 no involuntary termination costs in the three and six months ended June 30, 2026 and $0.2 million and $0.5 million for the three and six ended June 30, 2025, respectively. These costs are included in operating expenses on our condensed consolidated statements of operations included elsewhere in this report.
Previous wording
During the three months ended March 31, 2026, 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, 2025, filed with the SEC on March 31, 2026.
Current wording
During the six months ended June 30, 2026, 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, 2025, filed with the SEC on March 31, 2026.
Previous wording
•Net revenues of $31.4 million increased $3.4 million, or 12%, during the three months ended March 31, 2026 compared to net revenues of $28.0 million during the three months ended March 31, 2025.
Current wording
•Net revenues of $34.0 million increased $2.7 million, or 9%, during the three months ended June 30, 2026 compared to net revenues of $31.2 million during the three months ended June 30, 2025.
Previous wording
•Operating loss of $7.5 million increased $2.8 million, or 61%, during the three months ended March 31, 2026 compared to operating loss of $4.7 million during the three months ended March 31, 2025.
Current wording
•Operating loss of $4.9 million decreased $1.9 million, or 28%, during the three months ended June 30, 2026 compared to operating loss of $6.8 million during the three months ended June 30, 2025.
Previous wording
•Net loss of $9.4 million increased $0.8 million, or 9%, during the three months ended March 31, 2026 compared to net loss of $8.6 million during the three months ended March 31, 2025.
Current wording
•Net loss of $8.6 million increased $1.2 million, or 17%, during the three months ended June 30, 2026 compared to net loss of $7.4 million during the three months ended June 30, 2025.
Previous wording
•Adjusted EBITDA for the three months ended March 31, 2026 was $0.2 million decreasing 86% compared to Adjusted EBITDA of $1.4 million for the three months ended March 31, 2025.
Current wording
•Adjusted EBITDA for the three months ended June 30, 2026 was $0.9 million decreasing 38% compared to Adjusted EBITDA of $1.5 million for the three months ended June 30, 2025.
Previous wording
•Cash flows used in operating activities of $2.0 million, represent a decrease of $4.1 million, or 199%, during the three months ended March 31, 2026 compared to cash flows provided by operating activities of $2.1 million during the three months ended March 31, 2025.
Current wording
•Cash flows used in operating activities of $2.8 million, represent a decrease of $1.9 million, or 210%, during the six months ended June 30, 2026 compared to cash flows used in operating activities of $0.9 million during the six months ended June 30, 2025.
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 ended March 31, 2026 and 2025:
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 and six months ended June 30, 2026 and 2025:
Previous wording
Three-Month Periods Ended March 31, 2026 compared to March 31, 2025
Current wording
Three-Month and Six-Month Periods Ended June 30, 2026 compared to June 30, 2025
Previous wording
Net revenues increased during the three months ended March 31, 2026 primarily due to increased digital revenue, partially offset by a decrease in spot revenue as the Company increased its focus on digital offerings.
Current wording
Net revenues increased during the three and six months ended June 30, 2026 primarily due to increased digital revenue, partially offset by a decrease in spot revenue as the Company increased its focus on digital offerings.
Previous wording
Operating expenses increased during the three months ended March 31, 2026 primarily due to higher digital platform costs, which rose in line with growth in digital revenue. These increases were partially offset by reductions in repairs and maintenance, utilities and rent.
Current wording
Operating expenses increased during the three and six months ended June 30, 2026 primarily due to higher digital platform costs, which rose in line with growth in digital revenue. These increases were partially offset by reductions in repairs and maintenance, utilities and rent.
Previous wording
Corporate expenses increased for the three months ended March 31, 2026 primarily due to an increase in employee related costs, and corporate insurance charges.
Current wording
Corporate expenses increased for the three and six months ended June 30, 2026 primarily due to an increase in employee related costs, and corporate insurance charges.
Previous wording
Depreciation and amortization expense decreased during the three months ended March 31, 2026 as certain assets became fully depreciated in the prior year, partially offset by new assets placed into service.
Current wording
Depreciation and amortization expense decreased during the three and six months ended June 30, 2026 as certain assets became fully depreciated in the prior year, partially offset by new assets placed into service.
Previous wording
Loss on disposal of assets increased for the three months ended March 31, 2026 primarily due to the disposal of certain fixed assets due to the amendment for an existing lease agreement, while there were no such disposals in 2025.
Current wording
Loss on disposal of assets increased for the three and six months ended June 30, 2026 primarily due to the disposal of certain fixed assets due to the amendment for an existing lease agreement, while there were no such disposals in 2025.
Previous wording
Interest expense increased during the three months ended March 31, 2026 primarily due to higher outstanding debt balances, due to PIK and accretion on loans, partially offset by lower interest rates.
Current wording
Interest expense increased during the three and six months ended June 30, 2026 primarily due to higher outstanding debt balances, due to PIK and accretion on loans, partially offset by lower interest rates.
Previous wording
Other income increased during the three months ended March 31, 2026 compared to the prior year primarily driven by a gain on a lease modification, interest and penalty income related to an equity clawback, income from managed services agreements under which the Company began providing accounting and other services on April 17, 2025, and sublease income from one of the Company’s facilities that commenced in the first quarter of 2025.
Current wording
Other income increased during the six months ended June 30, 2026 compared to the prior year primarily driven by a gain on a lease modification, interest and penalty income related to an equity clawback, income from managed services agreements under which the Company began providing accounting and other services on April 17, 2025, and sublease income from one of the Company’s facilities that commenced in the first quarter of 2025 and was partially offset by the non-cash mark-to-market gain and the one-time employee retention tax credit received in the prior year.
Previous wording
Provision for income taxes decreased during the three months ended March 31, 2026 compared to the prior year due to changes in the deferred tax liability and additional interest and penalties accrued.
Current wording
Provision for income taxes decreased during the three months ended June 30, 2026 compared to the prior year due to changes in the deferred tax liability and an adjustment for interest and penalties accrued.
Previous wording
Equity loss in investments increased during the three months ended March 31, 2026 due to the investment in unconsolidated affiliates as of January 1, 2026.
Current wording
Equity loss in investments increased during the three and six months ended June 30, 2026 due to the investment in unconsolidated affiliates as of January 1, 2026.
Previous wording
The increase in consolidated net loss was primarily due to the increase in digital platform costs partially offset by the increase in digital revenue. See“Net revenues,” “Operating expenses,”, “Corporate expenses,” “Depreciation and amortization,” “Loss on disposal of assets,” “Interest expense, net,” “Equity loss in investments,” “Other income” and “Provision for income taxes,” above for additional details.
Current wording
The increase in consolidated net loss was primarily due to the increase in digital platform costs partially offset by the increase in digital revenue. See“Net revenues,” “Operating expenses,”, “Corporate expenses,” “Depreciation and amortization,” “Loss on disposal of assets,” “Interest expense, net,” “Other income, net,” “Provision for income taxes,” and“Equity loss in investments”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) Income 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 for our Audio Segment were as follows:
Previous wording
Revenue from our Audio Segment decreased $3.9 million and operating expenses increased $1.5 million, respectively, during the three months ended March 31, 2026 compared to the same period in 2025, driven primarily as a result of the decrease in spot revenue and increases in operating expenses such as loss on disposal of assets and other departmental costs.
Current wording
Revenue from our Audio Segment decreased $7.6 million and operating expenses decreased $0.8 million, respectively, during the six months ended June 30, 2026 compared to the same period in 2025, driven primarily as a result of the decrease in spot and other revenue and decreases in operating expenses such as professional services fees.
Previous wording
The Company’s Video Segment includes the results of the EstrellaTV network and all of the Estrella MediaCo television operations, including digital. Revenue, Operating expenses and Segment Operating Loss for our Video Segment were as follows:
Current wording
The Company’s Video Segment includes the results of the EstrellaTV network and all of the Estrella MediaCo television operations, including digital. Revenue, Operating expenses and Segment Operating Income (Loss) for our Video Segment were as follows:
Previous wording
Revenue and operating expenses from our Video Segment increased $7.3 million and $4.6 million, respectively, during the three months ended March 31, 2026 compared to the same period in 2025. These increases were primarily in digital revenue and increases in impression expense, partially offset by decreases in employee related expenses.
Current wording
Revenue and operating expenses from our Video Segment increased $6.4 million and $2.7 million, respectively, during the three months ended June 30, 2026 compared to the same period in 2025. These increases were primarily in digital revenue and increases in impression, distribution and production costs.
Previous wording
Operating expenses related to Corporate and other increased to $1.7 million for the three months ended March 31, 2026 compared to $1.6 million for the three months ended March 31, 2025, primarily due to an increase in employee related costs, and corporate insurance charges.
Current wording
Operating expenses related to Corporate and other increased to $2.1 million for the three months ended June 30, 2026 compared to $1.6 million for the three months ended June 30, 2025, primarily due to an increase in employee related costs, and corporate insurance charges.
Previous wording
Our primary sources of liquidity are cash flows generated from operations. Our primary uses of capital have been, and are expected to continue to be, capital expenditures, working capital requirements, and strategic acquisitions. As of March 31, 2026, the Company’s liquidity position is constrained by its working capital deficit and upcoming debt maturities. While management is actively implementing plans to improve liquidity, including enhancing operating performance, managing working capital, and pursuing refinancing and additional capital, there can be no assurance that these efforts will be successful.
Current wording
Our primary sources of liquidity are cash flows generated from operations. Our primary uses of capital have been, and are expected to continue to be, capital expenditures, working capital requirements, and strategic acquisitions. As of June 30, 2026, the Company’s liquidity position is constrained by its working capital deficit and upcoming debt maturities. As a result of the Company’s failure to satisfy the Audio Adjusted EBITDA covenant under its First Lien Credit Agreement and Second Lien Credit Agreement for the quarter ended June 30, 2026, $63.3 million of outstanding long-term debt was classified as current as of June 30, 2026, further increasing the Company’s working capital deficit and near-term liquidity requirements. While management is actively implementing plans to improve liquidity, including enhancing operating performance, managing working capital, and pursuing refinancing and additional capital, there can be no assurance that these efforts will be successful.
Previous wording
At March 31, 2026, the Company had cash, cash equivalents and restricted cash of $5.1 million and negative working capital of $54.5 million. At December 31, 2025, the Company had cash, cash equivalents and restricted cash of $7.1 million and negative working capital of $49.0 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.
Current wording
At June 30, 2026, the Company had cash, cash equivalents and restricted cash of $3.8 million and negative working capital of $122.0 million. The Company’s current debt classification includes $63.3 million of debt that was classified as current as a result of the Company’s failure to satisfy the Audio Adjusted EBITDA covenant under its First Lien Credit Agreement and Second Lien Credit Agreement as of June 30, 2026. At December 31, 2025, the Company had cash, cash equivalents and restricted cash of $7.1 million and negative working capital of $49.0 million. The increase in negative working capital was driven by the increase in accounts payable and the classification of certain long-term debt as current.
Previous wording
Additionally, regarding the $10.0 million in 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 investments.
Current wording
Additionally, in August 2026, the Company entered into a second amendment to the First Lien Credit Agreement that extended the maturity dates of the $10.0 million in Delayed Draw Term Loans from July 30, 2026 to October 31, 2026. On August 14, 2026, the Company also received a waiver from WhiteHawk Capital Partners, LP, and HPS, as administrative and collateral agents, and the lenders party thereto, with respect to the Company’s failure to satisfy the Audio Adjusted EBITDA covenant under its First Lien Credit Agreement and Second Lien Credit Agreement for the quarter ended June 30, 2026. The Company has implemented and continues to assess a companywide cost and expense reduction initiative to improve its’ EBITDA. The Company intends to refinance the Delayed Draw Term Loans on a long-term basis, repay the outstanding balance using cash flow from operations, or obtain additional investments.
Previous wording
Despite net losses, management continues to actively manage liquidity through close monitoring of working capital and disciplined cash management practices. These efforts include extending payment terms with vendor partners, enhancing collection efforts to accelerate cash inflows, and maintaining a focus on expense control. As a result of these actions, the Company has reduced its cash burn during the period.
Current wording
Despite net losses, management continues to actively manage liquidity through close monitoring of working capital and disciplined cash management practices. These efforts include extending payment terms with vendor partners, enhancing collection efforts to accelerate cash inflows, and maintaining a focus on expense control.
Previous wording
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. Based on current operating plans and assumptions, management is pursuing various initiatives to improve the Company’s liquidity position, including enhancing operating performance, managing working capital, refinancing existing debt, and raising additional capital. However, these plans are subject to inherent risks and uncertainties, and there can be no assurance that they will be successfully implemented or will generate sufficient liquidity to meet the Company’s obligations as they become due. Accordingly, substantial doubt about the Company’s ability to continue as a going concern remains. Subsequent to year-end, the Company entered into amendments to its First Lien Credit Agreement and Second Lien Credit Agreement that waived certain covenant requirements. As of March 31, 2026, the Company was in compliance with all applicable financial covenants. Future liquidity and capital requirements will depend on a number of factors, including operating performance, macroeconomic conditions, changes in working capital, and the timing and extent of discretionary investments. The Company will continue to evaluate its liquidity position and capital structure and may adjust its financing strategy as conditions warrant.
Current wording
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. Based on current operating plans and assumptions, management is pursuing various initiatives to improve the Company’s liquidity position, including enhancing operating performance, managing working capital, refinancing existing debt, and raising additional capital. However, these plans are subject to inherent risks and uncertainties, and there can be no assurance that they will be successfully implemented or will generate sufficient liquidity to meet the Company’s obligations as they become due. Accordingly, substantial doubt about the Company’s ability to continue as a going concern remains. Subsequent to June 30, 2026, the Company entered into amendments to its First Lien Credit Agreement and received a limited waiver related to its failure to satisfy the Audio Adjusted EBITDA covenant for the quarter ended June 30, 2026. As a result of the Company’s failure to satisfy the Audio Adjusted EBITDA covenant, $63.3 million of outstanding long-term debt was classified as current as of June 30, 2026, increasing the Company’s near-term debt obligations and liquidity requirements. Future liquidity and capital requirements will depend on a number of factors, including operating performance, macroeconomic conditions, changes in working capital, and the timing and extent of discretionary investments. The Company will continue to evaluate its liquidity position and capital structure and may adjust its financing strategy as conditions warrant.
Previous wording
Cash flows used in operating activities were $2.0 million for the three months ended March 31, 2026, compared to cash flows provided by operating activities of $2.1 million for the three months ended March 31, 2025. The decline in operating cash flow was primarily driven by a higher net loss and unfavorable changes in working capital, including decreases in deferred revenue and other liabilities and smaller increases in accounts payable, partially offset by improved collections on accounts receivable.
Current wording
Cash flows used in operating activities were $2.8 million for the six months ended June 30, 2026, compared to cash flows used in operating activities of $0.9 million for the six months ended June 30, 2025. The decline in operating cash flow was primarily driven by a higher net loss and unfavorable changes in working capital, including decreases in other liabilities.
Previous wording
Cash flows provided by investing activities were $0.2 million for the three months ended March 31, 2026, primarily attributable to the proceeds from the sale of land. Cash flows used in investing activities were $0.1 million for the three months ended March 31, 2025, primarily attributable to the purchases of equipment.
Current wording
Cash flows used in investing activities were $0.3 million for the six months ended June 30, 2026, primarily attributable to the investment in the equity method investment and purchases of property and equipment, partially offset by the proceeds from the sale of land. Cash flows used in investing activities were $0.3 million for the six months ended June 30, 2025, attributable to the purchases of property and equipment.
Previous wording
Cash flows used in financing activities were $0.1 million for the three months ended March 31, 2026, attributable to finance lease principal payments. Cash flows provided by financing activities were $0.2 million for the three months ended March 31, 2025, attributable to finance lease principal payments and settlement of tax withholding obligations.
Current wording
Cash flows used in financing activities were $0.3 million for the six months ended June 30, 2026, attributable to finance lease principal payments. 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.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
The key developments in our business for the six months ended June 30, 2026 are summarized below:
Current report — wording carried from elsewhere
Provision for income taxes increased during the six months ended June 30, 2026 compared to the prior year due to changes in the deferred tax liability and an increase in interest and penalties accrued.
Current report — wording carried from elsewhere
Revenue and operating expenses from our Video Segment increased $13.7 million and $7.3 million, respectively, during the six months ended June 30, 2026 compared to the same period in 2025. These increases were primarily in digital revenue and increases in impression, distribution and production costs.