Mediaco Holding (MDIA) risk factors, FY2025 10-K

Risks Related to our Business

1. 01Our advertising revenues and results of operations could be negatively impacted by weak economic conditions and instability in financial markets
2. 02We may lose audience share and advertising revenue to competing broadcast stations or other types of media
3. 03The Company operates two radio stations in New York and as a result of the Estrella Acquisition, operates eleven radioNew
4. 04Our inability to successfully affiliate with radio, television, and other third-party content distributors, or to convert any acquired radio and television stations to our programming/formats could have an adverse effect on our business, financial condition or results of operations
5. 05The loss of affiliation agreements, renewal on less favorable terms or unfavorable interpretations thereof could have an adverse effect on our business, financial condition or results of operations
6. 06We may fail to realize any benefits and incur unanticipated losses related to any acquisition
7. 07Summer Jam is highly sensitive to public tastes and is dependent on our ability to secure popular artists, and our ticketing revenue can be impacted by changes in consumer preferences81% rewritten
8. 08which we rent. Accordingly, our ticket sales success depends, in part, upon the ability of these third parties to correctly anticipate public demand for particular events, as well as the availability of popular artists, entertainers and teamsNew
9. 09We must respond to the rapid changes in technology, services and standards that characterize the broadcasting industry in order to remain competitive, and changes in technology may increase the risk of material intellectual property infringement claims
10. 10New media has resulted in fragmentation in the audio and video advertising markets, but we cannot predict the impact that additional competition arising from new technologies may have on the broadcasting industry or on our financial condition and results of operations
11. 11We use artificial intelligence ("AI") in our business, and challenges in managing its use could result in reputational harm, competitive disadvantage, legal liability, and adverse effects on our results of operationsNew
12. 12Our business depends heavily on maintaining our FCC licenses. We could be prevented from operating a station if we fail to maintain its licenses
13. 13We must purchase television programming in advance of knowing whether a particular show will be popular enough for us to recoup our costs
14. 14We disseminate large amounts of content to the public. An ill-conceived or mistimed on-air statement or social media post could have a material adverse effect on our business
15. 15Misalignment with public and consumer taste and preferences could negatively impact advertising demand and profitability of our business
16. 16Changes in current Federal regulations could adversely affect our business operations
17. 17Our business strategy and our ability to operate profitably depend on the continued services of our key employees, the loss of whom could have a material adverse effect on our business
18. 18We have recognized, and could continue to recognize, impairment charges on our goodwill and broadcast licenses. Any such future charges could adversely impact our results of operationsNew
19. 19Our operating results have been and may again be adversely affected by acts of war, a global health crisis, terrorism and natural catastrophes
20. 20Our business is dependent upon the proper functioning of our internal business processes and information systems. The modification, change of, or interruption of such systems may disrupt our business, processes and internal controls
21. 21We may not be successful in identifying any additional suitable acquisition or investment opportunities
22. 22Future acquisitions or investments, or similar strategic transactions, could involve unknown risks that could harm our business and adversely affect our financial condition
23. 23The FCC’s ownership restrictions limit our ability to own and operate multiple television or radio stations
24. 24We have engaged in restructuring activities in the past and may implement further restructurings in the future and our restructuring efforts may not be successful or generate expected cost savings

Risks Related to Indebtedness

1. 25The terms of any future indebtedness may restrict our current and future operations, particularly our ability to respond to changes in market conditions or to take some actions
2. 26To service our indebtedness and other obligations, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control36% rewritten

Risks Related to our Common Stock

1. 27SG Broadcasting possesses significant voting interest with respect to our outstanding common stock, which limits the influence on corporate matters by a holder of MediaCo Class A common stock
2. 28Standard General’s interests may conflict with those of other shareholders45% rewritten
3. 29MediaCo’s Class A common stock is listed on Nasdaq under the ticker symbol “MDIA”. We may not be able to meet the continued listing requirements of Nasdaq, which require, among other things, a minimum closing price of MediaCo Class A common stock, a minimum market capitalization and minimum shareholders' equityNew
4. 30per share for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requirement”)New
5. 31We are a “smaller reporting company” and we cannot be certain whether the reduced reporting requirements applicable to smaller reporting companies will make our common stock less attractive to investors95% rewritten
6. 32less attractive because we may rely on these exemptions. If some investors find MediaCo Class A common stock less attractive as a result, there may be a less active trading market for MediaCo Class A common stock, and its stock price may be lower or more volatileNew