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

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 ☒ No ☐

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 ☒ No ☐

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.

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. ☐

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

The number of shares outstanding of each of MediaCo Holding Inc.’s classes of common stock, as of ~~November 8, 2021,~~May 6, 2022, was:

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2020			2021			2020			2021
(in thousands, except per share amounts)													2022			2021
NET REVENUES	$	9,360		$	17,820		$	28,141		$	41,939		$	11,535		$	9,743
OPERATING EXPENSES:
Operating expenses excluding depreciation and amortization expense		7,752			12,540			23,615			28,119			9,332			7,761
Corporate expenses		1,214			2,422			3,311			5,908			2,487			1,641
Depreciation and amortization		896			1,068			3,086			3,027			930			981
Loss (gain) on disposal of assets		103			—			185			(78	)		18			(6	)
Total operating expenses		9,965			16,030			30,197			36,976			12,767			10,377
OPERATING (LOSS) INCOME		(605	)		1,790			(2,056	)		4,963
OPERATING LOSS														(1,232	)		(634	)
OTHER EXPENSE:
Interest expense		(2,411	)		(2,895	)		(6,928	)		(8,134	)		(2,998	)		(2,538	)
Loss on debt extinguishment		—			—			—			(81	)
LOSS BEFORE INCOME TAXES		(3,016	)		(1,105	)		(8,984	)		(3,252	)		(4,230	)		(3,172	)
(BENEFIT) PROVISION FOR INCOME TAXES		(22	)		83			13,854			246
PROVISION FOR INCOME TAXES														63			81
CONSOLIDATED NET LOSS		(2,994	)		(1,188	)		(22,838	)		(3,498	)		(4,293	)		(3,253	)
PREFERRED STOCK DIVIDENDS		534			709			1,591			2,012			838			634
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(3,528	)	$	(1,897	)	$	(24,429	)	$	(5,510	)	$	(5,131	)	$	(3,887	)

Basic and diluted loss per share attributable to common shareholders	$	(0.50	)	$	(0.26	)	$	(3.44	)	$	(0.77	)	$	(0.68	)	$	(0.55	)
Basic and diluted weighted average number of common shares outstanding		7,096			7,201			7,110			7,168			7,558			7,115

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

	December 31, 2020			September 30, 2021			March 31, 2022			December 31, 2021
				(Unaudited)
(in thousands, except share data)							(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	4,171		$	7,395		$	8,757		$	6,121
Accounts receivable, net		8,508			14,504
Accounts receivable, net of allowance for doubtful accounts of $226 and $313, respectively								9,226			13,756
Prepaid expenses		1,247			1,257			1,763			1,238
Other current assets		1,274			686			295			526
Total current assets		15,200			23,842			20,041			21,641
PROPERTY AND EQUIPMENT, NET		27,650			27,059			26,519			26,533
INTANGIBLE ASSETS, NET		79,217			78,271			77,787			78,030
OTHER ASSETS:
Operating lease right of use assets		23,953			22,197			20,911			21,663
Deposits and other		331			312			344			343
Total other assets		24,284			22,509			21,255			22,006
Total assets	$	146,351		$	151,681		$	145,602		$	148,210
LIABILITIES AND DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	2,557		$	5,629		$	2,443		$	2,710
Current maturities of long-term debt		1,836			1,836			3,672			2,754
Accrued salaries and commissions		709			761			1,575			1,284
Deferred revenue		1,535			1,967			2,390			2,022
Operating lease liabilities		3,573			4,220			4,015			3,801
Other current liabilities		549			3,552			2,440			1,412
Total current liabilities		10,759			17,965			16,535			13,983
LONG TERM DEBT, NET OF CURRENT		93,918			95,339			96,938			97,527
OPERATING LEASE LIABILITIES, NET OF CURRENT		20,176			17,593			15,999			16,909
ASSET RETIREMENT OBLIGATIONS		6,316			6,924			7,498			7,267
DEFERRED INCOME TAXES		1,711			1,957			2,132			2,069
OTHER NONCURRENT LIABILITIES		221			108			10			16
Total liabilities		133,101			139,886			139,112			137,771
COMMITMENTS AND CONTINGENCIES
SERIES A CUMULATIVE CONVERTIBLE PARTICIPATING PREFERRED STOCK, $0.01 PAR VALUE, 10,000,000 SHARES AUTHORIZED; 220,000 SHARES ISSUED AND OUTSTANDING		24,258			26,270			27,848			27,010
DEFICIT:
Class A common stock, $0.01 par value; authorized 170,000,000 shares; issued and outstanding 1,785,880 shares and 3,071,001 shares at December 31, 2020, and September 30, 2021, respectively		18			31
Class B common stock, $0.01 par value; authorized 50,000,000 shares; issued and outstanding 5,413,197 shares at December 31, 2020, and September 30, 2021		54			54
RETAINED DEFICIT:
Class A common stock, $0.01 par value; authorized 170,000,000 shares; issued and outstanding 3,157,033 shares and 3,056,757 shares at March 31, 2022, and December 31, 2021, respectively								32			31
Class B common stock, $0.01 par value; authorized 50,000,000 shares; issued and outstanding 5,413,197 shares at March 31, 2022, and December 31, 2021								54			54
Class C common stock, $0.01 par value; authorized 30,000,000 shares; NaN issued		—			—			—			—
Additional paid-in capital		20,772			22,802			24,373			24,030
Accumulated deficit		(31,852	)		(37,362	)		(45,817	)		(40,686	)
Total deficit		(11,008	)		(14,475	)		(21,358	)		(16,571	)
Total liabilities and deficit	$	146,351		$	151,681		$	145,602		$	148,210

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

CONDENSED CONSOLIDATED ~~STATEMENT~~STATEMENTS OF CHANGES IN ~~EQUITY (DEFICIT)~~RETAINED DEFICIT

	Class A Common Stock				Class B Common Stock												Class A Common Stock				Class B Common Stock
	Shares		Amount		Shares		Amount		APIC		Accumulated Deficit			Total
BALANCE, DECEMBER 31, 2019		1,666,667	$	17		5,359,753	$	54	$	20,644	$	(2,951	)	$	17,764
Net loss		—		—		—		—		—		(1,485	)		(1,485	)
Adjustments related to distribution of common shares		16,596		—		53,444		—		—		—			—
Preferred stock dividends		—		—		—		—		—		(529	)		(529	)
BALANCE, MARCH 31, 2020		1,683,263	$	17		5,413,197	$	54	$	20,644	$	(4,965	)	$	15,750
Net loss		—		—		—		—		—		(18,359	)		(18,359	)
Preferred stock dividends		—		—		—		—		—		(528	)		(528	)
BALANCE, JUNE 30, 2020		1,683,263	$	17		5,413,197	$	54	$	20,644	$	(23,852	)	$	(3,137	)
(in thousands, except share data)																	Shares		Amount		Shares		Amount		APIC		Accumulated Deficit			Total
BALANCE, DECEMBER 31, 2021																		3,056,757	$	31		5,413,197	$	54	$	24,030	$	(40,686	)	$	(16,571	)
Net loss		—		—		—		—		—		(2,994	)		(2,994	)		—		—		—		—		—		(4,293	)		(4,293	)
Issuance of class A to employees, officers and directors		102,617		1		—		—		43		—			44			100,276		1		—		—		343		—			344
Preferred stock dividends		—		—		—		—		—		(534	)		(534	)		—		—		—		—		—		(838	)		(838	)
BALANCE, SEPTEMBER 30, 2020		1,785,880	$	18		5,413,197	$	54	$	20,687	$	(27,380	)	$	(6,621	)
BALANCE, MARCH 31, 2022																		3,157,033	$	32		5,413,197	$	54	$	24,373	$	(45,817	)	$	(21,358	)

BALANCE, DECEMBER 31, 2020		1,785,880	$	18		5,413,197	$	54	$	20,772	$	(31,852	)	$	(11,008	)		1,785,880	$	18		5,413,197	$	54	$	20,772	$	(31,852	)	$	(11,008	)
Net loss		—		—		—		—		—		(3,253	)		(3,253	)		—		—		—		—		—		(3,253	)		(3,253	)
Issuance of class A to employees, officers and directors		651,670		6		—		—		464		—			470			651,670		6		—		—		464		—			470
Preferred stock dividends		—		—		—		—		—		(634	)		(634	)		—		—		—		—		—		(634	)		(634	)
BALANCE, MARCH 31, 2021		2,437,550	$	24		5,413,197	$	54	$	21,236	$	(35,739	)	$	(14,425	)		2,437,550	$	24		5,413,197	$	54	$	21,236	$	(35,739	)	$	(14,425	)
Net income		—		—		—		—		—		943			943
Issuance of class A to employees, officers and directors		390,794		4		—		—		595		—			599
Preferred stock dividends		—		—		—		—		—		(669	)		(669	)
BALANCE, JUNE 30, 2021		2,828,344	$	28		5,413,197	$	54	$	21,831	$	(35,465	)	$	(13,552	)
Net loss		—		—		—		—		—		(1,188	)		(1,188	)
Sale of class A common shares		19,701		—		—		—		180		—			180
Issuance of class A to employees, officers and directors		222,956		3		—		—		791		—			794
Preferred stock dividends		—		—		—		—		—		(709	)		(709	)
BALANCE, SEPTEMBER 30, 2021		3,071,001	$	31		5,413,197	$	54	$	22,802	$	(37,362	)	$	(14,475	)

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

	Nine Months Ended September 30,						Three Months Ended March 31,
	2020			2021
(in thousands)							2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(22,838	)	$	(3,498	)	$	(4,293	)	$	(3,253	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities -
Loss on debt extinguishment		—			81
Adjustments to reconcile net loss to net cash provided by operating activities -
Depreciation and amortization		3,086			3,027			930			981
Amortization of debt discount		440			471			161			146
Noncash interest expense		—			280			171			—
Noncash lease expense		1,969			2,173			806			775
Provision for bad debts		538			40			64			61
Accretion of asset retirement obligation		566			526			232			165
Provision for deferred income taxes		13,856			246			63			81
Noncash compensation		44			2,360			1,556			634
Loss (gain) on sale of property and equipment		185			(78	)		18			(6	)
Changes in assets and liabilities
Accounts receivable		3,318			(6,036	)		4,466			1,183
Prepaid expenses and other current assets		1,005			578			(202	)		(186	)
Other assets		138			(398	)		(66	)		39
Accounts payable and accrued liabilities		(9,108	)		3,124			67			(412	)
Deferred revenue		(138	)		432			368			215
Operating lease liabilities								(696	)		(941	)
Other liabilities		(266	)		849			1,016			1,096
Net cash (used in) provided by operating activities		(7,205	)		4,177
Net cash provided by operating activities								4,661			578
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(339	)		(1,428	)		(816	)		(206	)
Proceeds from the sale of property and equipment		—			146			—			111
Net cash used in investing activities		(339	)		(1,282	)		(816	)		(95	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of long-term debt		(1,837	)		(3,000	)
Proceeds from long-term debt		14,281			4,000
Payments for debt-related costs		(281	)		(354	)
Proceeds from issuance of class A common stock		—			180
Settlement of tax withholding obligations		—			(497	)		(1,209	)		(164	)
Net cash provided by financing activities		12,163			329
Net cash used in financing activities								(1,209	)		(164	)
INCREASE IN CASH AND CASH EQUIVALENTS		4,619			3,224			2,636			319
CASH AND CASH EQUIVALENTS:
Beginning of period		2,083			4,171			6,121			4,171
End of period	$	6,702		$	7,395		$	8,757		$	4,490
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest	$	4,732		$	4,626		$	1,674		$	1,157

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

(~~IN THOUSANDS UNLESS INDICATED OTHERWISE, EXCEPT SHARE DATA)~~Dollars in Thousands Unless Indicated Otherwise)

~~Note~~ 1. ~~Summary of Significant Accounting Policies~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

MediaCo Holding Inc. (“MediaCo” or the “Company”) is an owned and operated multi-media company formed in Indiana ~~corporation formed~~ in 2019, focused on radio, outdoor, and ~~outdoor~~digital advertising.

Our assets consist of 2 radio stations, WQHT-FM and WBLS-FM (the “Stations”), which serve the New York City ~~metropolitan~~demographic market area that primarily targets Black, Hispanic, and multi-cultural consumers, as well as approximately ~~3,600~~3,500 outdoor advertising displays in the Southeast (Georgia, Alabama, South Carolina and Florida) and the Mid-Atlantic (Kentucky, West Virginia and Ohio) regions of the United States. We derive our revenues primarily from radio, outdoor, and ~~outdoor~~digital advertising sales, but we also generate revenues from events, including sponsorships and ticket ~~sales.~~sales, licensing, and syndication.

Unless the context otherwise requires, references to “we”, “us” and “our” refer to MediaCo and its subsidiaries.

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.

We consider 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.

~~As defined in Accounting Standards Codification (“ASC”) Topic 820, fair~~Fair value is the exchange price ~~that would be received~~ to sell an asset or ~~paid to~~ transfer a liability (an exit price) in an orderly transaction between market participants at the measurement ~~date (exit price).~~date. The Company ~~utilizes~~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 ~~can~~may be readily observable, corroborated by market ~~corroborated~~data, or generally unobservable. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. ASC Topic 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). We have 0 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 ~~under circumstances and events that include~~including those described in Note 3,2, Intangible Assets and Goodwill, 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 32 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.

The Company has been actively monitoring the COVID-19 situation and its impact globally, as well as domestically and in the markets we serve. Our priority has been the safety of our employees, as well as the informational needs of the communities that we serve. Through the first few months of calendar 2020, the disease became widespread around the world, and on March 11, 2020, the World Health Organization declared a pandemic. In an effort to mitigate the continued spread of COVID-19, many federal, state and local governments mandated various restrictions, including travel restrictions, restrictions on non-essential businesses and services, restrictions on public gatherings and quarantining of people who may have been exposed to the virus. These restrictions, in turn, caused the United States economy to decline and businesses to cancel or reduce amounts spent on advertising, negatively impacting our advertising-based businesses. While not a material amount, some of our advertisers experienced a material decline in their businesses and were not able to pay amounts owed to us when they came due. Beginning in the first quarter of 2021, with the increased availability of vaccines, the U.S. experienced an easing of restrictions on travel as well as social gatherings and business activities. However, the broad economic impact of the COVID-19 pandemic remains across multiple sectors, specifically disrupting logistics and global supply chains. If the spread of COVID-19 reaccelerates, or if supply chain disruptions persist, causing certain advertising categories (e.g., automotive dealers) to advertise less, we expect that our results of operations, financial condition and cash flows will continue to be negatively affected, the extent to which is difficult to estimate at this time.

The preparation of ~~condensed consolidated~~ financial statements ~~in conformity with GAAP~~ requires management to make estimates and assumptions that affect the amounts reported ~~amounts~~in the unaudited condensed consolidated financial statements and accompanying notes. Due to the COVID-19 pandemic, the global economy and financial markets have been disrupted and there is uncertainty about the length and severity of ~~assets and liabilities and disclosure of contingent assets and liabilities~~the consequences caused by the pandemic. The Company has considered information available to it as of the date of ~~the~~issuance of these financial statements ~~as well as the reported amounts of revenue~~ and expenses during the reporting period. Due to the uncertain future impacts of the COVID-19 pandemic and the related economic disruptions, actual results could differ from those estimates particularly as it relates to estimates reliant on forecasts and other assumptions reasonably available to the Company. The extent to which the COVID-19 pandemic and related economic disruptions impact the Company’s business and financial results will depend on future developments including, butis not ~~limited to: (i) the continued spread, duration and severity of the COVID-19 pandemic, (ii) the occurrence, spread, duration and severity~~aware of any ~~subsequent wave~~specific events or ~~waves of outbreaks after the initial outbreak has subsided, (iii) the actions taken by the U.S. and foreign governments~~circumstances that would require an update to ~~contain the COVID-19 pandemic, address~~ its ~~impact~~estimates or ~~respond~~judgments, or a revision to the reduction in global and local economic activity, (iv) the occurrence, duration and severity of a global, regional or national recession, depression or other sustained adverse market event, including supply chain disruptions and other logistical difficulties, and (v) how quickly and to what extent normal economic and operating conditions can resume. The accounting matters assessed included, but were not limited to, allowance for doubtful accounts, our ability to realize our deferred tax assets, and the carrying value of ~~goodwill, FCC licenses~~its assets or liabilities. These estimates may change as new events occur and ~~other long-lived assets.~~additional information becomes available. Actual results could differ materially from these estimates.

As discussed in Note 7, during the three-month period ended June 30, 2020, as a result of a sharp deterioration of business activity related to the COVID-19 pandemic, the Company determined that it was more likely than not that it would be unable to realize its deferred tax assets and recorded a $15.6 million valuation allowance against these assets through an increase to our provision for income taxes. The Company’s future assessment of the magnitude and duration of COVID-19, as well as other factors, could result in material changes to the estimates and material impacts to the Company’s condensed consolidated financial statements in future reporting periods.

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 Series A preferred stock include rights to participate in dividends and distributions to common stockholders on an if-converted basis, and accordingly are considered participating securities. During periods of undistributed losses however, no effect is given to our participating securities since they are not contractually obligated to share in

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

	For the Three Months Ended September 30,																For the Three Months Ended March 31,
	2020								2021								2022			2021
	Net Loss			Shares		Net Loss Per Share			Net Loss			Shares		Net Loss Per Share
Basic and diluted net loss per common share:
Net loss	$	(2,994	)						$	(1,188	)						$	(4,293	)	$	(3,253	)
Less:
Preferred dividends		534								709								838			634
Net loss attributable to common shareholders	$	(3,528	)		7,096	$	(0.50	)	$	(1,897	)		7,201	$	(0.26	)	$	(5,131	)	$	(3,887	)
Basic and diluted weighted average common shares outstanding																		7,558			7,115
Net loss attributable to common shareholders																	$	(0.68	)	$	(0.55	)

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, $0.01 par value per share, having an aggregate offering price of up to $12.5 million. ~~During~~NaN shares were sold during the three-month period ~~ending September 30, 2021, Class A stock totaling $0.2 million was sold under~~ended March 31, 2022.

period where the Company had potentially dilutive securities, diluted net loss per common share is the same as basic net loss per common 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.

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,				For the Three Months Ended March 31,
	2020		2021		2020		2021
	(In thousands)
(in thousands)									2022		2021
Convertible Emmis promissory note		977		1,614		1,238		2,237		1,349		2,126
Convertible Standard General promissory notes		3,979		6,198		5,023		8,610		5,158		8,219
Series A convertible preferred stock		4,525		7,002		5,734		9,703		5,849		9,560
Restricted stock awards		20		915		8		861		611		174
Total anti-dilutive shares		9,501		15,729		12,003		21,411		12,967		20,079

In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update 2016-13, Financial Instruments – Credit Losses, which introduces new guidance for an approach based on using expected losses to estimate credit losses on certain types of financial instruments. It also modifies the impairment model for available-for-sale debt securities and provides a simplified accounting model for purchased financial assets with credit deterioration since their origination. Instruments in scope include loans, held-to-maturity debt securities and net investments in leases as well as reinsurance and trade receivables. This standard will be effective for us as of January 1, 2023. We ~~are currently evaluating the impact that~~do not expect the adoption of the new standard ~~will~~to have a significant impact on our condensed consolidated financial statements.

The amounts recorded as share based compensation expense consist of restricted stock awards issued to employees and directors. Awards to officers are typically made pursuant to employment agreements. Restricted stock awards are granted out of the Company’s 2020 and 2021 Equity Compensation Plans.

The following table presents a summary of the Company’s restricted stock grants outstanding at September 30, 2021, and restricted stock activity during the nine months ended September 30, 2021 (“Price” reflects the weighted average share price at the date of grant):

The following table summarizes stock-based compensation expense recognized by the Company during the three and nine months ended September 30, 2020 and 2021. The Company did not recognize any tax benefits related to stock-based compensation during the periods presented below.

As of September 30, 2021, there was $3.0 million of unrecognized compensation cost, net of estimated forfeitures, related to nonvested share-based compensation arrangements. The cost is expected to be recognized over a weighted average period of approximately 1.1 years.

As of March 31, 2022 and December 31, ~~2020 and September 30,~~ 2021, intangible assets consisted of the following:

	As of December 31, 2020		As of September 30, 2021		March 31, 2022		December 31, 2021
Indefinite-lived intangible assets
FCC Licenses	$	63,266	$	63,266
Trade Name		733		733
FCC licenses					$	63,266	$	63,266
Trade name						733		733
Goodwill		13,102		13,102		13,102		13,102
Definite-lived intangible assets
Programming contract		220		—
Customer list		1,896		1,170		686		929
Total	$	79,217	$	78,271	$	77,787	$	78,030

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 $63.3 million as of March 31, 2022 and December 31, ~~2020 and September 30,~~ 2021. Pursuant to our accounting policy, stations in a geographic market cluster are considered a single unit of accounting. 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, ~~2020~~2021 and therefore there has been no need to perform an interim impairment assessment. 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 license. 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 license.

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 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 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.

~~ASC Topic 350-20-35 requires~~All goodwill on the condensed consolidated balance sheets as of March 31, 2022 and December 31, 2021 is part of the Outdoor Advertising segment. The Company ~~to test~~tests goodwill for impairment at least annually. ~~Under ASC 350~~ Wwee 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. ~~Given the macroeconomic environment~~We perform this assessment annually as ~~a result~~ of ~~the COVID-19 pandemic, we have elected not to perform the qualitative assessment.~~ October 1, unless indicators of impairment exist at an interim period.

When performing a quantitative assessment for impairment, the Company uses a market approach to determine the fair value of the reporting unit. Management determines the fair value for the reporting unit by multiplying the cash flows of the reporting unit by an estimated market multiple. Management believes this methodology for valuing outdoor advertising businesses is a common approach and believes that the multiples used in the valuation are reasonable given our peer comparisons, analyst reports, and market transactions. To corroborate the fair values determined using the market approach described above, management also uses an income approach, which is a discounted cash flow method to determine the fair value of the reporting unit. If the carrying value of a reporting unit’s goodwill exceeds its fair value, the Company recognizes an impairment charge equal to the difference in the statement of operations. ~~All goodwill on the condensed consolidated balance sheets as of December 31, 2020 and September 30, 2021 is assigned to our Outdoor Advertising segment.~~ While the COVID-19 pandemic has negatively affected our outdoor operations, as of September 30, 2021, we don’t believe the long-term value of the outdoor business, and thus the associated goodwill, has been impaired. ~~The Company conducts its impairment test as of October 1 of each year, unless indications of impairment exist during an interim period.~~

As a result of the purchase of our ~~outdoor advertising~~Outdoor Advertising segment, the Company acquired the trade name “Fairway”. The trade name is well known in the industry and is being retained for continued market use following the acquisition. This trade name favorably factors into customer purchasing decisions. For the purchase price allocation, the trade name was valued using the relief from royalty method. This method is based on what a company would be willing to pay for a royalty in order to exploit the related benefits of the trade name. The value of the trade name is determined by discounting the inherent after-tax royalty savings associated with ownership or possession of the trade name. The valuation assigned to the trade name as a result of the purchase price accounting was $0.7 million. ~~The trade name is an indefinite-lived intangible asset based on our intention to renew it when legally required and to utilize it going forward.~~ We assess the trade name annually for impairment ~~as of~~on October 1 of each year, unless indications of impairment exist during an interim period.

The following table presents the weighted-average useful life at ~~September 30, 2021,~~March 31, 2022, and the gross carrying amount and accumulated amortization at March 31, 2022, and December 31, 2021, for our definite-lived intangible ~~assets at December 31, 2020, and September 30, 2021:~~

In accordance with ASC paragraph 360-10, the Company performs an analysis to (i) determine if indicators of impairment of a long-lived asset are present, (ii) test the long-lived asset for recoverability by comparing undiscounted cash flowsThe customer list was acquired as part of the ~~long-lived asset~~purchase of our Outdoor Advertising segment and was valued as part of the purchase price allocation performed at closing. Customer relationships represent a source of repeat business. The information contained in such relationships usually includes the preferences of the customer, the buying patterns of the customer, and the history of purchases that have been made by the customer. In calculating the value of Fairway Outdoors’ customer relationships, we employed the multiperiod excess earnings method of the income approach, which estimates value based on the present value of future economic benefits. This methodology resulted in a valuation of $2.9 million. A useful life of three years was assigned to ~~its carrying value and (iii) measure any potential impairment by comparing~~ the ~~long-lived asset's fair value to its current carrying value.~~customer list.

Total amortization expense from definite-lived intangible assets for the ~~three and nine-month~~three-month periods ended ~~September 30, 2020~~March 31, 2022, and 2021 was ~~$0.5~~$0.2 million and ~~$1.0 million, respectively. Total amortization expense from definite-lived intangible assets for the three and nine-month periods ended September 30, 2021 was~~ $0.3 ~~million and $0.9~~ million, respectively. The ~~following table presents the Company's estimate of future~~Company estimates amortization expense of $0.7 million for ~~definite-lived intangible assets:~~the remainder of the year ending December 31, 2022 and none thereafter.

The Company generates revenue from the sale of services including, but not limited to: (i) on-air commercial broadcast time, (ii) display advertising on outdoor structures, (iii) non-traditional revenues including event-related revenues and event sponsorship revenues, and (iv) digital advertising. Payments received from advertisers before the performance obligation is satisfied are recorded as deferred revenue. Substantially all deferred revenue is recognized within twelve months of the payment date. 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.

On-air 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. 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. Substantially all deferred revenue is recognized within twelve months of the payment date.

Our outdoor advertising business has approximately ~~3,600~~3,500 faces consisting of bulletins, posters, and digital billboards. Bulletins are generally large, illuminated advertising structures that are located on major highways and target vehicular traffic. Posters are generally smaller advertising structures that are located on major traffic arteries and city streets and target vehicular and pedestrian traffic. Digital billboards are computer controlled LED displays where six to eight advertisers rotate continuously, each one having seven to ten seconds to display a static image. Digital billboards are generally located on major traffic arteries and streets. A substantial portion of this revenue is lessor revenue derived from operating leases accounted for under ASC 842, “Leases.” Rental revenue is recognized on a straight-line basis over the term of the respective lease.

Nontraditional revenues principally consist 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.

Digital revenue relates to revenue generated from the sale of digital marketing services (including display advertisements and video pre-roll and sponsorships, but excluding digital billboard advertisements) to ~~advertisers.~~advertisers on Company-owned websites and applications from revenue generated from content distributed across other digital platforms. Digital revenues are generally recognized as the digital advertising is delivered.

Other revenue includes barter revenue, network revenue, and production revenue. The Company provides advertising broadcast time in exchange for certain products and services, including on-air radio programming. These barter arrangements generally allow the Company to preempt such bartered broadcast time in favor of advertisers who purchase time for cash consideration. These barter arrangements are valued based upon the Company’s estimate of the fair value of the products and services received. Revenue is recognized on barter arrangements when we broadcast the advertisements. Advertisements delivered under barter 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. In connection with certain outdoor advertising arrangements, the customer may request that the Company produce the billboard wrap (commonly printed on a vinyl material) displaying the customer’s advertisement on our outdoor structure. This production revenue is recognized as the deliverable is made available to the customer or attached to our outdoor structure. Other revenue also includes the management fee received from Billboards LLC ~~(See~~(see Note ~~13)~~10).

The following table presents the Company's revenues disaggregated by revenue source:

	For the Three Months Ended September 30,										For the Nine Months Ended September 30,										For the Three Months Ended March 31,
	2020		% of Total			2021		% of Total			2020		% of Total			2021		% of Total			2022		% of Total			2021		% of Total
Revenue by Source:
Radio Advertising	$	4,633		49.5	%	$	8,073		45.3	%	$	13,641		48.5	%	$	21,941		52.3	%	$	6,177		53.6	%	$	4,955		50.9	%
Outdoor Advertising ⁽¹⁾		2,957		31.6	%		3,197		17.9	%		9,254		32.9	%		9,407		22.4	%		3,124		27.1	%		2,972		30.5	%
Nontraditional		203		2.2	%		4,206		23.6	%		451		1.6	%		4,635		11.1	%		168		1.5	%		137		1.4	%
Digital		476		5.1	%		1,001		5.6	%		1,490		5.3	%		2,151		5.1	%		730		6.3	%		485		5.0	%
Other		1,091		11.6	%		1,343		7.6	%		3,305		11.7	%		3,805		9.1	%		1,336		11.5	%		1,194		12.2	%
Total net revenues	$	9,360				$	17,820				$	28,141				$	41,939				$	11,535				$	9,743

⁽¹⁾ A substantial portion of this revenue is from lessor revenue derived from operating leases accounted for under ASC 842, “Leases.”

Long-term debt was comprised of the following at March 31, 2022, and December 31, ~~2020, and September 30,~~ 2021:

	December 31, 2020			September 30, 2021			March 31, 2022			December 31, 2021
Senior credit facility	$	70,972		$	68,170		$	68,514		$	68,343
Notes payable to Emmis		5,535			5,535			6,154			6,154
Notes payable to SG Broadcasting		21,400			25,425			27,574			27,574
Less: Current maturities		(1,836	)		(1,836	)		(3,672	)		(2,754	)
Less: Unamortized original issue discount		(2,153	)		(1,955	)		(1,632	)		(1,790	)
Total long-term debt, net of current portion and debt discount	$	93,918		$	95,339		$	96,938		$	97,527

The Company has a five-year senior secured term loan agreement (the “Senior Credit Facility”) with GACP Finance Co., LLC, (“GACP”) a Delaware limited liability company, as administrative agent and collateral agent. The Senior Credit Facility bears interest at a rate equal to the London Interbank Offered Rate ("LIBOR"), plus 7.5%, with a 2.0% LIBOR floor and a 1%1.0% incremental interest rate paid in kind under certain circumstances (as discussed below). The Senior Credit Facility matures on November, 25, 2024. Prior to subsequent amendments discussed below, the Senior Credit Facility required interest payments on the first business day of each calendar month, and quarterly payments on the principal in an amount equal to one and one quarter percent of the initial aggregate principal amount were due on the last day of each calendar quarter. At its inception, the Senior Credit Facility included covenants pertaining to, among other things, the ability to incur indebtedness, restrictions on the payment of dividends, minimum liquidity requirements, collateral maintenance, minimum Consolidated Fixed Charge Coverage Ratio of 1.10:1.00, and other customary restrictions.

As of ~~September 30, 2021,~~March 31, 2022, a number of amendments had been entered into by the Company and GACP to modify, among other things, certain provisions relating to the repayment of the Term Loan (as defined in the Senior Credit Facility). On May 19, 2021, the Company entered into Amendment No. 4 to its Senior Credit Facility. Under the terms of Amendment No. 4:

~~As a result of the $3.0 million payment made under the amendment, the Company recorded a loss on debt extinguishment of $81 thousand during the three-month period ended June 30, 2021.~~

For the period May 19, 2021 through ~~September 30, 2021,~~March 31, 2022, the multiple applied to billboard cash flow was in excess of 3.5x and the advance rate applied to the Company's FCC ~~Licenses~~licenses exceeded 60% in order for the Company to achieve minimal compliance with its loan to value covenant. Therefore, the incremental annual interest rate of 1%1.0% applied during this period and additional interest payments of ~~$174 thousand and $199 thousand~~ $0.2 millionwere paid in kind during the ~~three and nine month periods~~three-month period ended ~~September 30, 2021, respectively,~~March 31, 2022, all of which were added to the principal balance outstanding. ~~$57 thousand~~Incremental interest of ~~incremental interest~~$0.1 million was accrued ~~for~~ at ~~September 30, 2021~~March 31, 2022 and was paid in kind after ~~September 30, 2021.~~April 1, 2022.

As of ~~September 30, 2021,~~March 31, 2022, there ~~is $68.2~~was $68.5 million outstanding under the Senior Credit Facility, ~~which is~~ carried net of a total unamortized discount of ~~$2.0~~$1.6 million.

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 0 senior credit facility is outstanding, of 6.0%, plus an additional 1.0% on any payment of interest in kind and, without regard to whether the Company pays such interest in kind, an additional increase of 1.0% following the second anniversary of the date of issuance and additional increases of 1.0% following each successive anniversary thereafter. Because the Senior Credit Facility prohibits the Company from paying interest in cash on the Emmis Convertible Promissory Note, 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~~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 ~~September 30, 2021,~~March 31, 2022, the principal balance outstanding under the Emmis Convertible Promissory Note ~~is $5.5~~was $6.2 million.

Second Amended and Restated SG Broadcasting Promissory Note, Additional SG Broadcasting Promissory Note and May 2021 SG Broadcasting Promissory Note

The Second Amended and Restated SG Broadcasting Promissory Note and Additional SG Broadcasting Promissory Note (“the SG Broadcasting Promissory Notes”) ~~carries~~carry interest at a base rate equal to the interest on any senior credit facility, including any applicable paid in kind rate, or if 0 senior credit facility is outstanding, of 6.0%, and an additional increase of 1.0% following the second anniversary of the date of issuance and additional increases of 1.0% following each successive anniversary thereafter. The ~~Second Amended and Restated~~ SG Broadcasting Promissory ~~Note matures~~Notes mature on May 25, 2025. Additionally, interest under the ~~Second Amended~~ SG Broadcasting Promissory ~~Note~~Notes is payable in kind through maturity, and is convertible into MediaCo Class A common stock at the option of SG Broadcasting 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 Additional SG Broadcasting 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 0 senior credit facility is outstanding, of 6.0%, and an additional increase of 1.0% following the second anniversary of the date of issuance and additional increases of 1.0% following each successive anniversary thereafter. The Additional SG Broadcasting Promissory Note matures on May 25, 2025. Additionally, interest under the Additional SG Broadcasting Promissory Note is payable in kind through maturity, and is convertible into MediaCo Class A common stock at the option of SG Broadcasting 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. On September 30, 2021, annual interest of $25 thousand was paid in kind and added to the principal balance outstanding.

On May 19, 2021, the Company issued to SG Broadcasting a subordinated convertible promissory note (the “May 2021 SG Broadcasting Promissory Note”), in return for which SG Broadcasting contributed $3.0 million to the Company to make the prepayment of Senior Credit Facility debt required under Amendment No. 4. Up to $7.0 million may be borrowed pursuant to the May 2021 SG Broadcasting Promissory Note. The May 2021 SG Broadcasting 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 0 senior credit facility is outstanding, of 6.0%, and an additional increase of 1.0% on November 25, 2021 and additional annual increases of 1.0% following each successive anniversary thereafter. The May 2021 SG Broadcasting Promissory Note matures on May 25, 2025 and interest is payable in kind through maturity. Subject to prior shareholder approval of the issuance of the shares, the May 2021 SG Broadcasting Promissory Note is convertible into MediaCo Class A common stock at the option of SG Broadcasting 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.

On June 1, 2021, SG Broadcasting contributed $1.0 million to the Company under the May 2021 SG Broadcasting Promissory Note as required by Amendment No. 4 to the Senior Credit Facility.

On March 18, 2022, the Company and SG Broadcasting agreed to amend the May 2021 SG Broadcasting Promissory Note to extend the Company’s ability to draw the remaining $3.0 million on the May 2021 SG Broadcasting Promissory Note from June 30, 2022 to June 30, 2023.

As of ~~September 30, 2021,~~March 31, 2022, there was a total of $~~25.4~~27.6 million outstanding under the ~~Second Amended and Restated~~ SG Broadcasting Promissory ~~Note, the Additional SG Broadcasting Promissory Note~~Notes and the May 2021 SG Broadcasting Promissory Note.

Based on amounts outstanding at ~~September 30, 2021,~~March 31, 2022, mandatory principal payments of long-term debt for the next five years and thereafter are summarized below:


Year ended December 31,	Senior Credit Facility		Emmis Note		SG Broadcasting Notes		Total Payments		Senior Credit Facility		Emmis Note		SG Broadcasting Notes		Total Payments
Remainder of 2021	$	—	$	—	$	—	$	—
2022		2,754		—		—		2,754
Remainder of 2022									$	2,754	$	—	$	—	$	2,754
2023		3,672		—		—		3,672		3,672		—		—		3,672
2024		61,744		5,535		—		67,279		62,088		6,154		—		68,242
2025		—		—		25,425		25,425		—		—		27,574		27,574
2026										—		—		—		—
Total	$	68,170	$	5,535	$	25,425	$	99,130	$	68,514	$	6,154	$	27,574	$	102,242

~~Note 6.~~ ~~Regulatory, Legal and Other Matters~~5. 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 0 legal proceedings pending against the Company that we believe are likely to have a material adverse effect on the Company.

The effective tax rate for the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2022, and 2021 was ~~(154)%~~1% and ~~(8)%~~3%, respectively. During the three-month period ended June 30, 2020, as a result of a sharp deterioration of business activity related to the COVID-19 pandemic and the significant operating losses expected in 2020, the Company determined that it was more likely than not that it would be unable to realize its deferred tax assets and recorded a $15.6 million valuation allowance against these assets through an increase to our provision for income taxes. Our effective tax rate for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 differs from the statutory tax rate primarily due to the recognition of additional valuation allowance.

~~On May 25, 2021, the Company purchased 24 outdoor advertising structures consisting of 41 faces from DS Outdoor LLC dba Hotspots Outdoor for $0.4 million. The structures are located in Alabama.~~

~~On June 25, 2021, the Company purchased 8 outdoor advertising structures consisting of 26 faces from Carpenter Outdoor, LLC for $0.4 million. The structures are located in Georgia.~~

Both acquisitions are accounted for as asset purchases and our accounting for these transactions was finalized during the three months ended June 30, 2021. The assets associated with both acquisitions are assigned to our Outdoor Advertising segment. In connection with the two asset acquisitions, the Company recorded $0.9 million of property, plant and equipment, $0.3 million of right-of-use assets and corresponding operating lease liabilities and $0.1 million of additional asset retirement obligations.

We determine if an arrangement is a lease at inception. We have operating leases for office space, sites upon which advertising structures are built, tower space, equipment and automobiles expiring at various dates through October 2049. Some leases have options to extend and some have options to terminate. Operating leases are included in operating lease right-of-use assets, current operating lease liabilities, and noncurrent operating lease liabilities in our condensed consolidated balance sheets.

Operating 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. Operating 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. Our ~~outdoor advertising~~Outdoor Advertising segment treats evergreen leases as though they will be automatically renewed at the end of each term.

Operating lease expense for operating lease assets is recognized on a straight-line basis over the lease term. 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. Variable lease expense ~~recognized in~~for the ~~nine~~three months ended ~~September 30,~~March 31, 2022, and 2021 was ~~not material.~~$0.1 million.

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 ~~nine~~three months ended ~~September 30,~~March 31, 2022, and 2021 was not material.

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

	As of December 31,			As of September 30,			As of March 31,			As of December 31,
	2020			2021			2022			2021
Weighted average remaining lease term - operating leases (in years)		9.0			9.5			8.4			8.5
Weighted average discount rate - operating leases		9.1	%		9.3	%		9.4	%		9.4	%

As of ~~September 30, 2021,~~March 31, 2022, the annual minimum lease payments of our operating lease liabilities were as follows:

Year ending December 31,
Remainder of 2021	$	1,367
2022		5,368
Remainder of 2022			$	3,731
2023		4,346		4,400
2024		2,845		2,900
2025		2,829		2,883
After 2025		15,358
2026				2,751
After 2026				12,802
Total lease payments		32,113		29,467
Less imputed interest		10,300		(9,453	)
Total recorded lease liabilities	$	21,813	$	20,014

Our outdoor advertising business generates lessor revenue derived from operating leases accounted for under ASC 842, “Leases.” Minimum fixed lease consideration under non-cancelable operating leases for each of the next five years and thereafter, excluding variable lease consideration, as of ~~September 30, 2021,~~March 31, 2022, is as follows:

Year ending December 31,
Remainder of 2021	$	2,662
2022		3,180
Remainder of 2022			$	6,686
2023		73		1,298
2024		8		160
2025		—		34
After 2025		—
2026				8
After 2026				—

The Company’s asset retirement ~~obligation includes~~obligations include the costs associated with the removal of its structures, resurfacing of the land, and retirement cost, if applicable, related to the Company’s outdoor advertising portfolio. The following table reflects information related to our asset retirement obligations.

Balance at December 31, 2020	$	6,316
Balance at December 31, 2021				$	7,267
Additions to asset retirement obligations		161			36
Accretion expense		526			232
Liabilities settled		(79	)		(37	)
Balance at September 30, 2021	$	6,924
Balance at March 31, 2022				$	7,498

The Company’s operations are aligned into 2 business segments: ~~(i)~~ Radio and ~~(ii)~~ Outdoor ~~advertising.~~Advertising. Radio includes the operations and results of WQHT-FM and WBLS-FM, and ~~outdoor advertising~~Outdoor Advertising includes the operations and results of the Fairway businesses acquired in December 2019 and additional acquisitions thereafter. The Company groups activities that are not considered operating segments in the “All Other” category.

These business segments are consistent with the Company’s management of these businesses and its financial reporting structure. Corporate expenses, including transaction costs, are not allocated to reportable segments. The Company’s segments operate exclusively in the United States.

The accounting policies as described in the summary of significant accounting policies included in the Company’s Annual Report filed on Form 10-K for the year ended December 31, ~~2020,~~2021, and in Note 1 to these condensed consolidated financial statements, are applied consistently across segments.

Three Months Ended September 30, 2021	Radio		Outdoor Advertising		All Other			Consolidated
Three Months Ended March 31, 2022										Radio		Outdoor Advertising			All Other			Consolidated
Net revenues	$	14,361	$	3,459	$	—		$	17,820	$	8,113	$	3,422		$	—		$	11,535
Operating expenses excluding depreciation and amortization expense		10,467		2,073		—			12,540		6,623		2,709			—			9,332
Corporate expenses		—		—		2,422			2,422		—		—			2,487			2,487
Depreciation and amortization		179		889		—			1,068		101		829			—			930
Loss on disposal of assets											—		18			—			18
Operating income (loss)	$	3,715	$	497	$	(2,422	)	$	1,790	$	1,389	$	(134	)	$	(2,487	)	$	(1,232	)

Three Months Ended September 30, 2020	Radio		Outdoor Advertising		All Other			Consolidated
Three Months Ended March 31, 2021											Radio		Outdoor Advertising			All Other			Consolidated
Net revenues	$	6,200	$	3,160	$	—		$	9,360		$	6,502	$	3,241		$	—		$	9,743
Operating expenses excluding depreciation and amortization expense		5,573		2,179		—			7,752			5,291		2,470			—			7,761
Corporate expenses		—		—		1,214			1,214			—		—			1,641			1,641
Depreciation and amortization		208		688		—			896			191		790			—			981
Loss on disposal of assets		—		103		—			103
Gain on disposal of assets												—		(6	)		—			(6	)
Operating income (loss)	$	419	$	190	$	(1,214	)	$	(605	)	$	1,020	$	(13	)	$	(1,641	)	$	(634	)

The Consolidated Appropriations Act, passed in December 2020, expanded the employee retention credit program. The credits cover 70% of qualified wages, plus the cost to continue providing health benefits to our employees, subject to a $7 thousand cap per employee per quarter. Due to revenue declines we have experienced, we qualified for approximately $0.9 million and $1.0 million of employee retention credits during the second quarter and third quarter of 2021, respectively. During the third quarter, the Company received a payment of $0.9 million related to the second quarter employee retention credits and retained $0.8 million of employment tax withholdings. Approximately $0.2 million of employee retention credits are recorded in other current assets in the accompanying condensed consolidated balance sheets and are expected to be collected by the Company after filing its Form 941 Employer's Quarterly Federal Tax Return for the third quarter of 2021.

On June 28, 2019, MediaCo entered into a Contribution and Distribution Agreement with 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 10 votes per share and the common stock acquired by Emmis and distributed to Emmis’ shareholders is entitled to 1 vote per share. Emmis continues to provide management services to the Stations under a Management Agreement, subject to the direction of the MediaCo board of directors, which now consists of 5 directors appointed by Standard General and 3 directors appointed by Emmis. MediaCo pays Emmis an annual management fee of $1.25 million, plus reimbursement of certain expenses directly related to the operation of MediaCo’s business.

The sale closed on November 25, 2019, at which time MediaCo and Emmis also entered into ~~the~~a management agreement (the “Management Agreement”), an employee leasing agreement (the “Employee Leasing Agreement”) and certain other ancillary agreements.

The Management Agreement with Emmis Operating Company was for an initial term of two years (cancellable by MediaCo after 18 months) under which Emmis provided various services to us, including accounting, human resources, information technology, legal, public reporting and tax. The Management Agreement was terminated in November 2021 at the expiration of the initial term. For the ~~nine~~three months ended ~~September, 2020 and~~March 31, 2021, MediaCo recorded $~~0.9~~$0.3 million of management fee expense, which is included in corporate expenses in the accompanying condensed consolidated statements of operations. ~~$0.1 million was unpaid as of September 30, 2021 and December 31, 2020, and is included in accounts payable and accrued expenses in the accompanying condensed consolidated balance sheets.Emmis has given formal notice that it does not intend to extend the Management Agreement beyond the initial term, which expires in~~ ~~November 2021~~.

Under the Employee Leasing Agreement, the employees of the Stations remained employees of Emmis and we reimbursed Emmis for the cost of these employees, including health and benefit costs. Expense related to the Employee Leasing Agreement, which is included in operating expenses, was $7.0 million for the nine months ended September 30, 2020. NaN amount of expense related to the Employee Leasing Agreement remained unpaid as of December 31, 2020. Effective January 1, 2021, the Employee Leasing Agreement was terminated, and the Company hired all of the leased employees and assumed the employment and collective bargaining agreements related to leased employees. The Employee Leasing Agreement was terminated in January 2021at the expiration of the initial ~~term, so no early termination penalties were incurred.~~term.

As a result of the transaction described above, on November 25, 2019, we issued convertible promissory notes to both Emmis and SG Broadcasting in the amounts of $5.0 million and $6.3 million, respectively. On February 28, 2020, the Company and SG Broadcasting amended and restated the SG Broadcasting Promissory Note such that the maximum aggregate principal amount issuable under the note was increased from $6.3 million to $10.3 million. Also on February 28, 2020, SG Broadcasting loaned an additional $2.0 million to the Company pursuant to the amended note for working capital purposes.

On March 27, 2020, the Company and SG Broadcasting further amended and restated the SG Broadcasting Promissory Note such that the maximum aggregate principal amount issuable under the note was increased from $10.3 million to $20.0 million. On March 27, 2020, SG Broadcasting loaned an additional $3.0 million to the Company pursuant to the Second Amended and Restated SG Promissory Note for working capital purposes.

On August 28, 2020, SG Broadcasting loaned an additional $8.7 million to the Company pursuant to the Second Amended and Restated SG Promissory Note for working capital purposes, bringing the total principal amount outstanding to $20.0 million.

On September 30, 2020, SG Broadcasting loaned an additional $0.3 million to the Company pursuant to the Additional SG Broadcasting Promissory Note for working capital purposes.

On November 25, 2020, annual interest of $0.5 million and $1.1 million was paid in kind and added to the principal balances of the Emmis Convertible Promissory Note and the SG Broadcasting Promissory Note, respectively.

On May 19, 2021, the Company issued to SG Broadcasting the May 2021 SG Broadcasting Promissory Note, in return for which SG Broadcasting loaned $3.0 million to the Company to make the prepayment of Senior Credit Facility debt required under Amendment No. 4. Up to $7.0 million may be borrowed pursuant to the May 2021 SG Broadcasting Promissory Note.

On June 1, 2021, SG Broadcasting loaned $1.0 million to the Company under the May 2021 SG Broadcasting Promissory Note as required by Amendment No. 4 to the Senior Credit Facility.

On September 30, 2021, annual interest of $25 thousand on the Second Amended Promissory Note was paid in kind and added to the principal balance outstanding.

On November 25, 2021, annual interest of $0.6 million and $2.2 million was paid in kind and added to the principal balances of the Emmis Convertible Promissory Note and the SG Broadcasting Promissory Note, respectively. Consequently, the principal amount outstanding as of March 31, 2022 and December 31, 2021 under the Emmis Convertible Promissory Note and the SG Broadcasting Promissory Notes ~~as of September 30, 2021~~ was ~~$5.5~~$6.2 million and ~~$25.4~~$27.6 million, respectively.

The Company recognized interest expense of ~~$0.4~~$0.2 million and ~~$0.5~~$0.1 million related to the Emmis Convertible Promissory Note for the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2022, and ~~September 30,~~ 2021, respectively. The Company recognized interest expense of $0.8 million and $~~1.8~~0.5 million related to the SG Promissory Notes for the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2022, and ~~September 30,~~ 2021, respectively.

On December 13, 2019, in connection with the purchase of our ~~outdoor advertising~~Outdoor Advertising segment, the Company issued to SG Broadcasting 220,000 shares of MediaCo Series A Convertible Preferred Stock.

MediaCo Series A Preferred Shares rank 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, the ability of the Company 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 MediaCo Series A Preferred Shares, will be subject to certain restrictions, including that (i) the MediaCo Series A Preferred Shares shall be entitled to receive the amount of dividends per share that would be payable on the number of whole common shares of the Company into which each share of MediaCo Series A Preferred ~~Shares~~Share could be converted, and (ii) the MediaCo Series A Preferred Shares, upon any liquidation, dissolution or winding up of the Company, shall be entitled to a preference on the assets of the Company. Issued and outstanding shares of MediaCo Series A Preferred Shares shall accrue cumulative dividends, payable in kind, at an annual rate equal to the interest rate on any senior debt of the Company ~~including any applicable paid in kind rate~~ (see Note 5)4), or if 0 senior debt is outstanding, 6%, plus additional increases of 1% on December 12, 2020 and each anniversary thereof. On December 13, 2021, dividends of $2.7 million were paid in kind. The ~~current rate~~payment in ~~effect at September 30, 2021 is 11.5%.~~kind increased the accrued value of the preferred stock and 0 additional shares were issued as part of this payment.

MediaCo Series A Preferred Shares are redeemable for cash at the option of SG Broadcasting at any time on or after June 12, 2025, and so the shares are classified outside of permanent equity. The Series A Preferred Shares are also convertible into shares of Class A common stock at the option of SG Broadcasting, ~~at any time after May 25, 2020,~~ with the number of shares of common stock determined by dividing the original contribution, plus accrued dividends, by the 30-day volume weighted average share price of Class A common shares. The Series A Preferred Shares are ~~considered~~ participating securities ~~for the purposes of calculating~~and we calculate earnings per share ~~under~~using the two-class method.

~~On December 13, 2020, $2.1 million of dividends were paid in kind. The payment in kind increased the accrued value of the preferred stock and 0 additional shares were issued as part of this payment.~~ Dividends on Series A Convertible Preferred Stock held by SG Broadcasting were ~~$1.6~~$0.8 million and ~~$2.0~~$0.6 million, respectively, for the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2022, and ~~2021, respectively.~~2021. As of March 31, 2022, and December 31, ~~2020, and September 30,~~ 2021, unpaid cumulative dividends were ~~$0.1~~$1.0 million and ~~$2.1~~$0.2 million, respectively, and included in the balance of preferred stock in the accompanying condensed consolidated balance sheets.

On April 22, 2020, MediaCo and Emmis entered into a certain Loan Proceeds Participation Agreement (the “LPPA”) pursuant to which (i) Emmis agreed to use certain of the proceeds of the loan Emmis received pursuant to the Paycheck Protection Program (“PPP”) under Division A, Title I of the CARES Act to pay certain wages of employees leased to MediaCo pursuant to the Employee Leasing Agreement, between Emmis and MediaCo, (ii) Emmis agreed to waive up to $1.5 million in reimbursement obligations of MediaCo to Emmis under the Employee Leasing Agreement to the extent that the PPP Loan is forgiven, and (iii) MediaCo agreed to promptly pay Emmis an amount equal to 31.56% of the amount of the PPP Loan, if any, that Emmis is required to repay, up to the amount of the reimbursement obligations forgiven under (ii) above. Standard General L.P., on behalf of all of the funds for which it serves as an investment advisor, agreed to guaranty MediaCo’s obligations under the LPPA. During ~~the nine months ended September 30,~~ 2021, Emmis received notification ~~that~~ the full amount of the loan ~~has been~~was forgiven.

On August 11, 2020, the board of directors of the Company unanimously authorized the entry into a certain Management Agreement (the “Billboard Agreement”) between Fairway Outdoor LLC (a subsidiary of the Company, “Fairway”) and Billboards LLC (an affiliate of Standard General, “Billboards”). Under the Billboard Agreement, Fairway will manage the billboard business of Billboards in exchange for payments of $25 thousand per quarter and reimbursement of all out-of-pocket expenses incurred by Fairway in the performance of its duties under the Billboard Agreement. The Billboard Agreement has an effective date of August 1, 2020, ~~has~~ a term of three years, and ~~has~~ customary provisions on limitation of liability and indemnification. ~~Income~~$25 thousand of income was recognized and $0.1 million of out-of-pocket expenses were incurred for the three months ended March 31, 2022 in relation to the Billboard Agreement, all of which was outstanding at March 31, 2022.

On April 1, 2022, MediaCo Holding Inc. (the “Company”) received a deficiency letter (the “Nasdaq Letter”) from the Nasdaq Listing Qualifications Department, notifying the Company that the Company is not in compliance with Nasdaq Listing Rule 5550(b)(3), which requires the Company to maintain net income from continuing operations of $0.5 million from continuing operations in the most recently completed fiscal year, or in two of the three most recently completed fiscal years (the “Minimum Net Income Requirement”), nor is it in compliance with either of the alternative listing standards, market value of listed securities or stockholders’ equity. The Company’s failure to comply with the Minimum Net Income Requirement was based on the Company’s filing of its Annual Report on Form 10-K for the ~~nine-month periods~~year ended ~~September 30, 2020 and~~December 31, 2021, ~~was $17 thousand and $0.1 million, respectively.~~ ~~Additionally, Fairway incurred $0.1 million~~reporting net loss from continuing operations of ~~out-of-pocket expenses for both~~$6.1 million.

Pursuant to the Nasdaq Letter, the Company has 45 calendar days from the date of the ~~nine-month periods ended September 30, 2020~~Nasdaq Letter to submit a plan to regain compliance, and ~~2021.~~ Asintends to submit such a plan during this period. If it accepts the plan, Nasdaq can grant an extension of ~~both December 31, 2020 and September 30, 2021, there was $0.2 million due~~up to 180 calendar days from ~~Billboards in relation~~the date of the Nasdaq Letter to evidence compliance. In the ~~Billboard Agreement and recorded as a receivable~~event the plan is not accepted by the Nasdaq staff, or in the ~~accompanying condensed consolidated balance sheets, comprised~~event the plan is granted but the Company fails to regain compliance within the plan period, the Company would have the right to a hearing before an independent panel. The hearing request would stay any suspension or delisting action pending the conclusion of ~~both~~ the ~~management fee~~hearing process and ~~out~~the expiration of ~~pocket expenses due~~any additional extension period granted by the panel following the hearing.

The Company intends to ~~Fairway.~~take all reasonable measures available to regain compliance under the Nasdaq Listing Rules and remain listed on Nasdaq.

Neither the Nasdaq Letter nor the Company’s noncompliance have an immediate effect on the listing or trading of the Company’s common stock, which will continue to trade on The Nasdaq Capital Market under the symbol “MDIA.”

ITEM 2. ~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~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 which 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 and 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:

For a more detailed discussion of these and other risk factors, see the Risk Factors section of our Annual Report on Form 10-K, ~~and the Risk Factors included in Exhibit 99.1 on Form 8-K,~~ filed with the Securities and Exchange Commission on March ~~30, 2021 and May 21, 2021, respectively~~24, 2022. MediaCo does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.

We own and operate two radio stations located in New York City and outdoor advertising businesses geographically focused in the Southeast (Georgia, Alabama, South Carolina and Florida) and the Mid-Atlantic (Kentucky, West Virginia and Ohio) regions. 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 radio stations’ ability to attract audiences in demographic groups targeted by their advertisers and the number of persons exposed to our billboards. The Nielsen Company generally measures radio station ratings weekly for markets measured by the Portable People Meter™, which includes ~~all~~both of our radio stations, while Geopath Insight Suite is the annual audience location measurement used for our billboards. Because audience ratings in a radio 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 for both our radio and outdoor advertising segments, partly because retailers cut back their advertising spending immediately following the holiday shopping season.

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 for the three ~~and nine~~ months ended ~~September 30, 2020~~March 31, 2022 and 2021. The category ~~“Non Traditional”~~“Nontraditional” principally consists of ticket sales and sponsorships of events our stations conduct in their local market. The category “Other” includes, among other items, revenues related to network revenues, production of billboard advertisements and barter.

	For the Three Months Ended September 30,										For the Nine Months Ended September 30,										For the Three Months Ended March 31,
	2020		% of Total			2021		% of Total			2020		% of Total			2021		% of Total
	(Amounts in thousands)
Revenue by Source:
(dollars in thousands)																					2022		% of Total			2021		% of Total
Net revenues:
Radio Advertising	$	4,633		49.5	%	$	8,073		45.3	%	$	13,641		48.5	%	$	21,941		52.3	%	$	6,177		53.6	%	$	4,955		50.9	%
Outdoor Advertising ⁽¹⁾		2,957		31.6	%		3,197		17.9	%		9,254		32.9	%		9,407		22.4	%		3,124		27.1	%		2,972		30.5	%
Nontraditional		203		2.2	%		4,206		23.6	%		451		1.6	%		4,635		11.1	%		168		1.5	%		137		1.4	%
Digital		476		5.1	%		1,001		5.6	%		1,490		5.3	%		2,151		5.1	%		730		6.3	%		485		5.0	%
Other		1,091		11.6	%		1,343		7.6	%		3,305		11.7	%		3,805		9.1	%		1,336		11.5	%		1,194		12.2	%
Total net revenues	$	9,360				$	17,820				$	28,141				$	41,939				$	11,535				$	9,743

⁽¹⁾ A substantial portion of this revenue is from lessor revenue derived from operating leases accounted for under ASC 842, “Leases.”

Roughly 20% of our expenses varies 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, rent, 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.

The U.S. radio industry is a mature industry and its growth rate has ~~stalled.~~slowed considerably. Management believes this is principally the result of two factors: (1) new media, such as various media distributed via the Internet, telecommunication companies and cable interconnects, as well as social networks, which have gained advertising share against radio and other traditional media and created a proliferation of advertising inventory and (2) the fragmentation of the radio audience and time spent listening caused by satellite radio, audio streaming services and podcasts has led some investors and advertisers to conclude that the effectiveness of radio advertising has diminished.

Along with ~~a large portion~~the rest of the radio industry, our stations have deployed HD ~~Radio~~^®Radio®. HD Radio offers listeners advantages over standard analog broadcasts, including improved sound quality and additional digital channels. In addition to offering secondary channels, the HD Radio spectrum allows broadcasters to transmit other forms of data. We are participating in a joint venture with other broadcasters to provide the bandwidth that a third party uses to transmit location-based data to hand-held and in-car navigation devices. The number of radio receivers incorporating HD Radio has increased in the past year, particularly in new automobiles. It is unclear what impact HD Radio will have on the ~~market~~markets in which we operate.

Our stations have also aggressively worked to harness the power of broadband and mobile media distribution in the development of emerging business opportunities by developing highly interactive websites with content that engages our listeners, deploying mobile applications and streaming our content, and harnessing the power of digital video on our websites, YouTube channels and ~~YouTube channels.~~other third-party social media outlets.

The results of our broadcast radio operations are solely 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 ~~44.1%~~25.4% for the ~~nine~~three months ended ~~September 30,~~March 31, 2022, but down 8.7% for the three months ended March 31, 2021, as compared to the same ~~period~~periods of the prior year. During ~~this period, as measured by Miller Kaplan,~~these periods, revenues for our ~~stations~~New York cluster were up ~~73.1%.~~ ~~Our outperformance was~~24.1% and down 21.0%, respectively. The increases in the three months ended March 31, 2022, as compared to the prior year were largely driven by ~~our largest outdoor concert, Summer Jam, which was held~~overall advertising revenues rebounding from the COVID-19 pandemic, in ~~August 2021. Due~~particular sports betting and various state and local departments vaccination education and awareness campaigns. Our stations benefited more than stations serving the general population due to the ~~pandemic, we cancelled~~targeted nature of the ~~concert in 2020, so there are no comparative revenues in the prior year related to this event.~~awareness campaigns.

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. However, MediaCo’s long-term debt agreements substantially limit our ability to make acquisitions. 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.

~~The Company has been actively monitoring the COVID-19 situation~~Throughout 2021 and its impact globally, as well as domestically and in the markets we serve. Our priority has been the safety of our employees, as well as the informational needs of the communities that we serve. Through the first few months of calendar 2020, the disease became widespread around the world, and on March 11, 2020, the World Health Organization declared a pandemic. In an effort to mitigate the continued spread of COVID-19, many federal, state and local governments mandated various restrictions, including travel restrictions, restrictions on non-essential businesses and services, restrictions on public gatherings and quarantining of people who may have been exposed to the virus. These restrictions, in turn, caused the United States economy to decline and businesses to cancel or reduce amounts spent on advertising, negatively impacting our advertising-based businesses. While not a material amount, some of our advertisers experienced a material decline in their businesses and were not able to pay amounts owed to us when they came due. Beginning in the first quarter of 2021,into 2022, with the increased availability of vaccines, the U.S. experienced an easing of restrictions on travel as well as social gatherings and business activities. However, the broad economic impact of the COVID-19 pandemic remains across multiple sectors, specifically disrupting logistics and global supply chains. If the spread of COVID-19 reaccelerates, or if supply chain disruptions persist, causing certain advertising categories (e.g., automotive dealers) to advertise less, we expect that our results of operations, financial condition and cash flows will continue to be negatively affected, the extent to which is difficult to estimate at this time.

~~Critical accounting policies are defined as those that encompass significant judgments~~Due to the COVID-19 pandemic, the global economy and ~~uncertainties,~~financial markets have been disrupted and ~~potentially lead to materially different results under different assumptions~~there is uncertainty about the length and ~~conditions. We believe that our critical accounting policies are those described below.~~

~~Broadcasting revenue is recognized as advertisements are aired and outdoor revenue is recognized over the life~~severity of the ~~applicable lease~~consequences caused by the pandemic. We have considered information available to us as of each billboard. Both broadcasting revenue and outdoor advertising revenue recognition is subject to meeting certain conditions such as persuasive evidence that an arrangement exists and collection is reasonably assured. These criteria are generally met at the ~~time the advertisement is aired for broadcasting revenue or displayed for outdoor advertising revenue. Broadcasting advertising revenues presented in the~~date of issuance of these financial statements and are ~~reflected on a net basis, after the deduction~~not aware of ~~advertising agency fees, usually at a rate of 15% of gross revenues.~~

~~As of December 31, 2020 and September 30, 2021, we have recorded approximately $63.3 million in FCC licenses, which represents approximately~~ ~~43% and 42%~~ of our total assets, respectively. We would not be able to operate our radio stations without the related FCC license for each property. FCC licenses are renewed every eight years; consequently, we continually monitor our stations’ compliance with the various regulatory requirements. Historically, each of our FCC licenses has been renewed at the end of its respective period, and we expect that each FCC license will continue to be renewed in the future. We consider our FCC licenses to be indefinite-lived intangibles.

~~We do not amortize indefinite-lived intangible assets, but rather test for impairment at least annually or more frequently if~~any specific events or circumstances ~~indicate that an asset may be impaired. When evaluating our radio broadcasting licenses for impairment, the testing is performed at the unit of accounting level as determined by~~ ~~Accounting Standards Codification (“ASC”)~~ Topic 350-30-35. In our case, radio stations in a geographic market cluster are considered a single unit of accounting, provided that they are not being operated under a Local Marketing Agreement by another broadcaster. Consequently, our two radio stations in New York are considered a single unit of accounting.

~~We perform the annual impairment test of our FCC Licenses as of October 1 of each year and perform additional interim impairment testing whenever triggering events suggest such testing is warranted.~~

~~Fair value of our FCC licenses is estimated to be the price~~ that would ~~be received~~require an update to ~~sell an asset~~our estimates or ~~paid~~judgments, or a revision 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 respective market at the beginning of the valuation period. This cash flow stream is discounted to arrive at a value for the FCC license. The Company assumes the competitive situation that exists in the unit of accounting’s market remains unchanged, with the exception that the 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 license. 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 then current economic conditions into consideration. Under the market method, the Company uses recent sales of comparable radio 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.

~~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. Given the macroeconomic environment as a result of the COVID-19 pandemic, we have elected not to perform the qualitative assessment. When performing a quantitative assessment for impairment, the Company uses a market approach to determine the fair value of the reporting unit. Management determines the fair value for the reporting unit by multiplying the cash flows of the reporting unit by an estimated market multiple. Management believes this methodology for valuing outdoor advertising businesses is a common approach and believes that the multiples used in the valuation are reasonable given our peer comparisons, analyst reports, and market transactions. To corroborate the fair values determined using the market approach described above, management also uses an income approach, which is a discounted cash flow method to determine the fair value of the reporting unit. If the carrying value of ~~a reporting unit’s goodwill exceeds its fair value,~~our assets or liabilities. 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 ~~Company recognizes an impairment charge equal to the difference in the statement of operations. All goodwill on the condensed consolidated balance sheets as of~~fiscal year ended December 31, ~~2020~~2021, filed with the Securities and ~~September 30, 2021 is assigned to our Outdoor Advertising segment.~~ While the COVID-19 pandemic has negatively affected our outdoor operations, as of September 30, 2021, we don’t believe the long-term value of the outdoor business, and thus the associated goodwill, has been impaired. Exchange Commission on March 24, 2022.~~The Company conducts its impairment test as of October 1 of each fiscal year, unless indications of impairment exist during an interim period.~~

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequence of events that have been recognized in the Company’s financial statements or income tax returns. Income taxes are recognized during the year in which the underlying transactions are reflected in the consolidated statements of operations. Deferred taxes are provided for temporary differences between amounts of assets and liabilities recorded for financial reporting purposes asThree-Month Periods Ended March 31, 2022 compared to amounts recorded for income tax purposes. After determining the total amount of deferred tax assets, the Company determines whether it is more likely than not that some portion of the deferred tax assets will not be realized.

~~Results of Operations for the Three-Month and Nine-Month Periods Ended September 30,~~March 31, 2021, ~~Compared to September 30, 2020~~

	For the Three Months Ended September 30,									For the Nine Months Ended September 30,									For the Three Months Ended March 31,
	2020		2021		$ Change		% Change			2020		2021		$ Change		% Change
	(As reported, amounts in thousands)
(dollars in thousands)																			2022		2021		$ Change		% Change
Net revenues:																��
Radio	$	6,200	$	14,361	$	8,161		131.6	%	$	18,368	$	31,714	$	13,346		72.7	%	$	8,113	$	6,502	$	1,611		24.8	%
Outdoor Advertising		3,160		3,459		299		9.5	%		9,773		10,225		452		4.6	%		3,422		3,241		181		5.6	%
Total net revenues	$	9,360	$	17,820	$	8,460		90.4	%	$	28,141	$	41,939	$	13,798		49.0	%	$	11,535	$	9,743	$	1,792		18.4	%

Net radio revenues increased for ~~both~~ the three-month ~~and nine-month periods~~period ended ~~September 30, 2021,~~March 31, 2022, as a result of overall advertising revenues rebounding from the COVID-19 ~~pandemic. In addition,~~pandemic, in particular various state and local departments ~~of health increased their advertising to drive~~vaccination education and awareness surrounding vaccination efforts. Our stations benefited more than stations serving the general population due to the targeted nature of the awareness campaigns. Also, during the third quarter of the current year, we held our annual outdoor concert, Summer Jam, which was cancelled in the second quarter of the prior year due to the COVID-19 pandemic.campaigns and sports betting.

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 barter and syndication arrangements. Miller Kaplan reported gross revenues for the New York radio market increased ~~44.1%~~25.4% for the ~~nine-month~~three-month period ended ~~September 30, 2021,~~March 31, 2022, as compared to the same period of the prior year. Our gross revenues reported to Miller Kaplan were up ~~73.1%~~24.1% for the ~~nine-month~~three-month period ended ~~September 30, 2021,~~March 31, 2022, as compared to the same period of the prior year.

Outdoor advertising revenues increased for the three-month ~~and nine-month periods~~period ended ~~September 30, 2021,~~March 31, 2022, attributable to overall advertising revenues rebounding from the COVID-19 ~~pandemic, which didn’t meaningfully impact our performance until the second quarter of 2020.~~pandemic. Revenues in our outdoor advertising business have been less volatile than our radio business due to greater geographic diversification and longer duration advertising contracts with customers.

	For the Three Months Ended September 30,										For the Nine Months Ended September 30,										For the Three Months Ended March 31,
	2020		2021		$ Change			% Change			2020		2021		$ Change			% Change
	(As reported, amounts in thousands)
(dollars in thousands)																					2022		2021		$ Change		% Change
Operating expenses excluding depreciation and amortization expense
Radio	$	5,573	$	10,467	$	4,894			87.8	%	$	16,509	$	21,497	$	4,988			30.2	%	$	6,623	$	5,291	$	1,332		25.2	%
Outdoor Advertising		2,179		2,073		(106	)		(4.9	)%		7,106		6,622		(484	)		(6.8	)%		2,709		2,470		239		9.7	%
Total operating expenses excluding depreciation and amortization expense	$	7,752	$	12,540	$	4,788			61.8	%	$	23,615	$	28,119	$	4,504			19.1	%	$	9,332	$	7,761	$	1,571		20.2	%

Radio operating expenses excluding depreciation and amortization expense increased during the three-month ~~and nine-month periods~~period ended ~~September 30, 2021~~March 31, 2022 due to ~~expenses associated~~investment in our labor force with ~~Summer Jam, our largest outdoor concert held~~a higher focus on sales and digital as well as increases in ~~August 2021, but cancelled in the second quarter of the prior year due to the COVID-19 pandemic.~~costs that are commensurate with revenue.

Outdoor advertising operating expenses excluding depreciation and amortization are largely fixed in nature; however, ~~we recorded approximately $0.3 million and $0.6 million of employee retention credits~~the increase in expenses primarily relates to two small acquisitions in the ~~three and nine-month periods ended September 30, 2021, respectively, which reduced operating expenses when compared to the three and nine-month periods ended September 30, 2020.~~second quarter of 2021.

The increase in corporate expenses for ~~both~~ the ~~three and nine-month periods~~three-month period ended ~~September 30, 2021 relate~~March 31, 2022 relates primarily to personnel ~~hires in advance~~costs associated with the build out of the corporate functions that were previously part of the management agreement between the Company and Emmis ~~ending~~which ended in November 2021, as well as noncash compensation expense associated with restricted stock grants. These increases were partially offset by approximately $0.1 million and $0.2 million of employee retention credits recorded in the three and nine-month periods ended September 30, 2021, respectively.2021.

	For the Three Months Ended September 30,										For the Nine Months Ended September 30,										For the Three Months Ended March 31,
	2020		2021		$ Change			% Change			2020		2021		$ Change			% Change
	(As reported, amounts in thousands)
(dollars in thousands)																					2022		2021		$ Change			% Change
Depreciation and amortization
Radio	$	208	$	179	$	(29	)		(13.9	)%	$	689	$	553	$	(136	)		(19.7	)%	$	101	$	191	$	(90	)		(47.1	)%
Outdoor Advertising		688		889	$	201			29.2	%		2,397		2,474		77			3.2	%		829		790		39			4.9	%
Total depreciation and amortization	$	896	$	1,068	$	172			19.2	%	$	3,086	$	3,027	$	(59	)		(1.9	)%	$	930	$	981	$	(51	)		(5.2	)%

Radio depreciation and amortization expense decreased due to certain assets becoming fully depreciated in the prior year. Outdoor advertising depreciation and amortization increased due to ~~revisions to the preliminary purchase price allocation recorded during 2020 and associated adjustments to depreciation and amortization, coupled with~~ depreciation expense associated with two small asset acquisitions that closed in the second quarter of the ~~current~~prior year.

	For the Three Months Ended September 30,								For the Nine Months Ended September 30,										For the Three Months Ended March 31,
	2020		2021		$ Change			% Change	2020		2021			$ Change		% Change
	(As reported, amounts in thousands)
(dollars in thousands)																			2022		2021			$ Change		% Change
Loss (gain) on sale of assets
Outdoor Advertising	$	103	$	—	$	(103	)	N/M	$	185	$	(78	)	$	263		142.2	%	$	18	$	(6	)	$	24		(400.0	)%
Total loss (gain) on sale of assets	$	103	$	—	$	(103	)	N/M	$	185	$	(78	)	$	263		142.2	%	$	18	$	(6	)	$	24		(400.0	)%

The ~~gain~~loss (gain) on sale of assets in the nine months ended September 30, 2021 principally relates to the disposal of certain outdoor advertising assets during the second quarter. The loss on disposal of assets in the three and nine-month periods ended September 30, 2020 also relates to the disposal of certain outdoor advertising structures in the normal course of business.

	For the Three Months Ended September 30,												For the Nine Months Ended September 30,												For the Three Months Ended March 31,
	2020			2021			$ Change			% Change			2020			2021			$ Change			% Change
	(As reported, amounts in thousands)
(dollars in thousands)																									2022			2021			$ Change			% Change
Operating (loss) income
Radio	$	419		$	3,715		$	3,296			786.6	%	$	1,170		$	9,664		$	8,494			726.0	%	$	1,389		$	1,020		$	369			36.2	%
Outdoor Advertising		190			497			307			161.6	%		85			1,207			1,122			1320.0	%		(134	)		(13	)		(121	)		930.8	%
All Other		(1,214	)		(2,422	)		(1,208	)		(99.5	)%		(3,311	)		(5,908	)		(2,597	)		(78.4	)%
All other																									$	(2,487	)	$	(1,641	)	$	(846	)		(51.6	)%
Total operating (loss) income	$	(605	)	$	1,790		$	2,395			395.9	%	$	(2,056	)	$	4,963		$	7,019			341.4	%	$	(1,232	)	$	(634	)	$	(598	)		(94.3	)%

~~Radio~~See “Net revenues,” “Operating expenses excluding depreciation and ~~outdoor advertising operating income increased in the three~~ amortization,” and nine-month periods ended September 30, 2021, due to advertising revenues rebounding from the impact of the pandemic in the prior year. In addition, for the three and nine-month periods ended September 30, 2021, the Company qualified for employee retention credits of $1.0 million and $1.9 million, respectively, and recorded the benefit as a reduction to operating expenses.“Corporate expenses” above.

Interest expense increased due to (i) the additional funding from SG Broadcasting during 2021, which took the form of additional loans, (ii) accrued interest on the Emmis Promissory Note and SG Broadcasting Promissory Notes being paid in kind in the fourth quarter of ~~2020,~~2021, and (iii) an additional 1% paid in kind interest rate applicable beginning May 19, 2021 as a result of Amendment No. 4 to the senior credit facility.

The loss on debt extinguishment recorded during the nine months ended September 30, 3021 relates to the unscheduled principal payment of $3 million required under Amendment No. 4 to the senior credit facility. In connection with this principal payment, we wrote-off a pro rata portion of the unamortized debt discount and recognized this as a loss on debt extinguishment.

Given the uncertainty in the economy due to the ongoing COVID-19 pandemic, particularly in the New York market, the Company concluded it could not reasonably estimate pre-tax income for the year ended December 31, 2021, so the Company is calculating itsOur provision for income taxes ~~on a discrete basis until there~~tax is ~~greater clarity. During~~primarily due to the ~~three months ended June 30, 2020, the Company concluded that it was more likely than not that it would be unable to realize its deferred tax assets and recorded a~~recognition of additional valuation ~~allowance against these assets.~~allowance.

See “Net ~~loss decreased for the three~~revenues,” “Operating expenses excluding depreciation and ~~nine-month periods ended September 30, 2021, primarily due to an increase in operating income~~amortization,”, “Corporate expenses,” and ~~in the case of the nine-month period, a decrease in provision for income taxes, partially offset by an increase in interest expense.~~ “Interest expense” above.

Our primary sources of liquidity are cash provided by operations, cash available through borrowings under the SG Broadcasting Promissory Note, and ~~Capital Resources~~our At Market Issuance Sales Agreement. Our primary uses of capital have been, and are expected to continue to be, capital expenditures, working capital, debt service requirements and acquisitions

At ~~September 30, 2021,~~March 31, 2022, we had cash and cash equivalents of $~~7.4~~8.8 million and net working capital of $~~5.9~~3.5 million. At December 31, ~~2020,~~2021, we had cash and cash equivalents of ~~$4.2~~$6.1 million and net working capital of ~~$4.4~~$7.7 million. The ~~increase~~decrease in net working capital is ~~mostly~~primarily due to ~~an increase in cash and accounts receivable resulting from improved business operations. The impact of this is partially offset by~~ an increase in accrued interest due to the timing of annual interest paid in kind on the Emmis Convertible Promissory Note and the promissory notes due to SG ~~Broadcasting.~~Broadcasting, an increase in the current portion of long-term debt, cash paid for capital expenditures, and cash paid for the settlement of tax withholding obligations.

At March 31, 2022, we had $68.5 million of borrowings outstanding under the Senior Credit Facility, of which $3.7 million is current. The borrowing rate under our Senior Credit Facility was 9.5% at March 31, 2022. Additionally, at March 31, 2022, we had $6.2 million and $27.6 million of promissory notes outstanding to Emmis and SG Broadcasting, respectively, all of which is classified as long-term.

The debt service requirements of MediaCo over the next twelve-month period are expected to be $10.4 million related to our Senior Credit Facility ($3.7 million of principal repayments and $6.7 million of interest payments). The Senior Credit Facility bears interest at a variable rate. The Company estimates interest payments by using the amounts outstanding as of March 31, 2022 and then-current interest rates. There are no debt service requirements over the next twelve months for either the Emmis Convertible Promissory Note or the SG Broadcasting Promissory Note.

Cash flows provided by operating activities were ~~$4.2~~$4.7 million and $0.6 million for the ~~nine~~three months ended ~~September 30,~~March 31, 2022, and 2021, ~~versus cash flows used in operating activities of $7.2 million for the nine months ended September 30, 2020.~~respectively. The increase was mainly attributable to ~~an increase~~significant collections in ~~operating income~~accounts receivable and increased revenues as we recover from the COVID-19 pandemic.

Cash flows used in investing activities were ~~$1.3~~$0.8 million for the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, attributable to ~~the acquisition of billboard structures and routine~~ capital expenditures ~~partially offset by the proceeds from the sale of certain outdoor advertising assets.~~related to a new digital platform project. Cash flows used in investing activities were ~~$0.3~~$0.1 million for the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, attributable to capital ~~expenditures.~~expenditures, net of proceeds from the sale of property and equipment.

Cash flows ~~provided by~~used in financing activities were ~~$0.3~~$1.2 million for the ~~nine~~three months ended ~~September 30, 2021, due~~March 31, 2022, attributable to ~~debt proceeds of $4.0 million and proceeds from the issuance of Class A common stock of $0.2 million, net of debt payments and debt-related costs of $3.4 million and~~ settlement of tax withholding ~~obligations of $0.5 million.~~obligations. Cash flows ~~provided by~~used in financing activities were ~~$12.2~~$0.2 million for the ~~nine~~three months ended ~~September 30, 2020, due~~March 31, 2021, attributable to ~~$14.3 million~~settlement of ~~debt proceeds, partially offset by debt payments and debt-related costs of $2.1 million.~~tax withholding obligations.

Our primary sources of liquidity are cash provided by operations, cash available through borrowings from Standard General, and sales of Class A common stock. Our primary uses of capital have been, and are expected to continue to be, capital expenditures, working capital, debt service requirements and acquisitions.

~~The Company continually projects its anticipated cash needs, which include its operating needs, capital needs, and principal and interest payments on its indebtedness.~~

~~As of September 30, 2021, approximately~~42% of our total assets consisted of FCC broadcast licenses, the values of which depend significantly upon various factors including, among other things, market revenues, market growth rates and the operational results of our businesses. We would not be able to operate the properties without the related FCC license for each property. FCC licenses are renewed every eight years; consequently, we continually monitor our stations’ compliance with the various regulatory requirements. Historically, substantially all FCC licenses have been renewed at or after the end of their respective periods, and we expect that our FCC licenses will be renewed in the future.

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.

~~Item~~ITEM 3. ~~Quantitative and Qualitative Disclosures About Market Risk~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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 Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”).

Based upon the Controls Evaluation, our CEO and CFO concluded that as of ~~September 30, 2021,~~March 31, 2022, our Disclosure Controls are 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.

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f)) that occurred during the quarter ended ~~September 30, 2021~~March 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~Refer to Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.~~ 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.

On November 10, 2021, MediaCo entered into an employment agreement with Rahsan-Rahsan Lindsay, effective as of July 1, 2021, to serve as the Company’s Chief Executive Officer through June 30, 2023. Under the agreement, Mr. Lindsay’s annual base salary rate is $550,000. His annual incentive bonus target is 60% of his base salary. The annual incentive bonus will be paid, if at all, based upon achievement of certain performance goals to be determined by the Company. The Company retains the right to pay such annual incentive bonus in cash or shares of our Class A common stock. Mr. Lindsay also retains the right to participate in all of our employee benefit plans for which he is otherwise eligible. On July 1, 2021, Mr. Lindsay was granted 191,174 restricted shares of the Company’s Class A common stock, which are scheduled to vest in eight equal quarterly installments, with the first installment vesting on October 1, 2021. If the Agreement is terminated (i) by the Company during the term other than for “Cause” (as defined in the agreement) or other than upon Mr. Lindsay’s death or Disability (as defined in the Agreement), or (ii) by Mr. Lindsay for “Good Reason” (as defined in the agreement), Mr. Lindsay will be entitled to severance equal to six months’ base salary and the vesting of his equity grants will accelerate, provided in each case he signs a separation agreement and general release. The agreement also contains customary confidentiality, non-competition, non-solicitation and anti-raiding restrictions that apply to Mr. Lindsay during and after the term. This description of the employment agreement is qualified in its entirety by reference to the employment agreement, a copy of which is attached as Exhibit 10.1 to this Quarterly Report on Form 10-Q, and is incorporated herein by reference.

The following exhibits are filed or incorporated by reference as a part of this report:

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.


~~3,085,909~~3,147,171		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


	Page
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements	3
Condensed Consolidated Statements of Operations for the three-month ~~and nine-month~~ periods ended ~~September 30, 2020~~March 31, 2022 and 2021	3
Condensed Consolidated Balance Sheets as of March 31, 2022 and December 31, 2020 ~~and September 30, 2021~~	4
Condensed Consolidated ~~Statement~~Statements of Changes in ~~Equity (Deficit)~~Retained Deficit for the three-month ~~and nine-month~~ periods ended ~~September 30, 2020~~March 31, 2022 and 2021	5
Condensed Consolidated Statements of Cash Flows for the ~~nine-month~~three-month periods ended ~~September 30, 2020~~March 31, 2022 and 2021	6
Notes to Condensed Consolidated Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2019
Item 3. Quantitative and Qualitative Disclosures about Market Risk	2723
Item 4. Controls and Procedures	2724
PART II — OTHER INFORMATION
Item 1. Legal Proceedings	27
~~Item 5. Other Information~~	2724
Item 6. Exhibits	2825
~~Signatures~~SIGNATURES	2926

	Awards		Price
Grants outstanding, beginning of period		102,617	$	5.41
Granted		1,366,334		3.37
Vested		221,490		3.65
Forfeited		15,916		3.11
Grants outstanding, end of period		1,231,545		3.49

	As of December 31, 2020						As of September 30, 2021
	(in 000's, except years)
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Remaining Useful Life (in years)
Programming agreement	$	2,154	$	1,934	$	220	$	2,154	$	2,154	$	—	—
Customer list		2,906		1,010		1,896		2,906		1,736		1,170	1.2

	Three Months Ended March 31,		Three Months Ended March 31,
	2022		2021
Operating lease cost	$	1,297	$	1,247
Operating cash flows from operating leases		1,484		1,290
Right-of-use assets obtained in exchange for new operating lease liabilities		192		—

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

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☒

		Emerging growth company	☒

Year ending December 31,	Expected Amortization Expense
Remainder of 2021	$	243
2022		927

Nine Months Ended September 30, 2021	Radio		Outdoor Advertising			All Other			Consolidated
Net revenues	$	31,714	$	10,225		$	—		$	41,939
Operating expenses excluding depreciation and amortization expense		21,497		6,622			—			28,119
Corporate expenses		—		—			5,908			5,908
Depreciation and amortization		553		2,474			—			3,027
Gain on disposal of assets		—		(78	)		—			(78	)
Operating income (loss)	$	9,664	$	1,207		$	(5,908	)	$	4,963

Nine Months Ended September 30, 2020	Radio		Outdoor Advertising		All Other			Consolidated
Net revenues	$	18,368	$	9,773	$	—		$	28,141
Operating expenses excluding depreciation and amortization expense		16,509		7,106		—			23,615
Corporate expenses		—		—		3,311			3,311
Depreciation and amortization		689		2,397		—			3,086
Loss on disposal of assets		—		185		—			185
Operating income (loss)	$	1,170	$	85	$	(3,311	)	$	(2,056	)

	MEDIACO HOLDING INC.

Date: ~~November~~May 12, ~~2021~~2022	By:	/s/ ~~RYAN A. HORNADAY~~Ann C. Beemish
		~~Ryan A. Hornaday~~Ann C. Beemish
		Executive Vice President, Chief Financial Officer and
		Treasurer