BUSINESS COMBINATIONS (Tables)

12 Months Ended

Dec. 31, 2025

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

Schedule of Consideration Transferred

The following tables summarize the fair value of cash and noncash consideration transferred, assets acquired, and liabilities assumed as of the acquisition date:


	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 closing 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

Business Combination, Recognized Asset Acquired and Liability Assumed


	Valuation as of April 17, 2024
Cash and cash equivalents	$	12,484
Accounts receivable, net of allowance for credit losses of $292	16,330
Prepaid expenses and other current assets	2,962
Current programming rights	3,445

Property and equipment, net	19,826
Intangible assets, net	116,658
Right of use assets	38,632
Goodwill	28,338
Noncurrent programming rights	6,852
Deposits and other	690
Assets acquired	$	246,217

Accounts payable and accrued expenses	$	25,254
Deferred revenue	9,543
Operating lease liabilities	27,938
Finance lease liabilities	3,029
Other Liabilities	8,301
Liabilities assumed	$	74,065
Fair value of noncontrolling interests (1)	17,629

Net assets acquired	$	154,523

(1) Fair value of noncontrolling interests based on 7,051,538 shares issued in Option Agreement valued at the closing 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 consolidated balance sheet are as follows:


	December 31, 2024
Cash and cash equivalents	$	159
Accounts receivable, net of allowance for doubtful accounts of $42	2,858
Prepaid expenses	351

Other current assets	28
Total current assets	3,396
Property and equipment, net	10,298
Other intangible assets, net	102,698
Other assets:
Operating lease right of use assets	3,171
Deposits and other	579
Total other assets	3,750
Total assets	$	120,142
Current liabilities:
Accounts payable and accrued expenses	$	3,072
Deferred revenue	53
Operating lease liabilities	370
Income taxes payable	2,025
Other current liabilities	49
Total current liabilities	5,569
Operating lease liabilities, net of current	2,427
Other noncurrent liabilities	6
Total liabilities	$	8,002

Net assets	$	112,140

The summarized operating results of the VIE are as follows:


	Year ended December 31,
	2025		2024
Net revenues	$	2,654	$	9,785
Operating Income	$	474	$	2,768
Net income	$	475	$	2,773

Business Combination, Pro Forma Information

The following table presents the estimated unaudited pro forma combined results of MediaCo and Estrella for the year ended December 31, 2024 as if the acquisition had occurred on January 1, 2023:


	Year ended December 31,
	2024
Net revenues	$	117,307
Loss before income taxes	$	(14,371)

- Definition

Tabular disclosure of business combination. Includes, but is not limited to, recognized asset and liability.

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- Definition

Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.

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