10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________________________

FORM 10-Q

______________________________________

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number 001-39029

______________________________________

MEDIACO HOLDING INC.

(Exact name of registrant as specified in its charter)

______________________________________

Indiana

(State of incorporation or organization)

84-2427771

(I.R.S. Employer Identification No.)

395 Hudson Street, Floor 7

New York, New York 10014

(Address of principal executive offices)

(212) 229-9797

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

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

______________________________________

Securities registered pursuant to Section 12(b) of the Act:

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

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    x    No    o

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    x    No    o

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.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x
		Emerging growth company	x

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. o

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

The number of shares outstanding of each of MediaCo Holding Inc.’s classes of common stock, as of November 7, 2022, was:

16,232,206	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

INDEX

	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, 2022 and 2021	3
Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021	4
Condensed Consolidated Statements of Changes in Equity (Deficit) for the three-month and nine-month periods ended September 30, 2022 and 2021	5
Condensed Consolidated Statements of Cash Flows for the nine-month periods ended September 30, 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	21
Item 3. Quantitative and Qualitative Disclosures about Market Risk	26
Item 4. Controls and Procedures	26
PART II — OTHER INFORMATION
Item 1. Legal Proceedings	27
Item 5. Other Information	27
Item 6. Exhibits	27
SIGNATURES	28

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

MEDIACO HOLDING INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except per share amounts)	2022		2021		2022		2021
NET REVENUES	$	11,825	$	17,820	$	39,512	$	41,939
OPERATING EXPENSES:
Operating expenses excluding depreciation and amortization expense	9,602		12,540		32,850		28,119
Corporate expenses	1,460		2,422		5,286		5,908
Depreciation and amortization	906		1,068		2,740		3,027
Loss (gain) on disposal of assets	26		—		71		(78)
Total operating expenses	11,994		16,030		40,947		36,976
OPERATING (LOSS) INCOME	(169)		1,790		(1,435)		4,963
OTHER EXPENSE:
Interest expense	(2,404)		(2,895)		(8,185)		(8,134)
Loss on debt extinguishment	—		—		—		(81)
LOSS BEFORE INCOME TAXES	(2,573)		(1,105)		(9,620)		(3,252)
PROVISION FOR INCOME TAXES	78		83		227		246
CONSOLIDATED NET LOSS	(2,651)		(1,188)		(9,847)		(3,498)
PREFERRED STOCK DIVIDENDS	838		709		2,456		2,012
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(3,489)	$	(1,897)	$	(12,303)	$	(5,510)
Basic and diluted net loss per share attributable to common shareholders	$	(0.21)	$	(0.26)	$	(1.14)	$	(0.77)
Basic and diluted weighted average number of common shares outstanding	16,853		7,201		10,778		7,168

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

-3-

MEDIACO HOLDING INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2022		December 31, 2021
(in thousands, except share data)	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	5,879	$	6,121
Accounts receivable, net of allowance for doubtful accounts of $195 and $313, respectively	8,944		13,756
Prepaid expenses	1,421		1,238
Other current assets	359		526
Total current assets	16,603		21,641
PROPERTY AND EQUIPMENT, NET	24,844		26,533
INTANGIBLE ASSETS, NET	78,597		78,030
OTHER ASSETS:
Operating lease right of use assets	19,382		21,663
Deposits and other	498		343
Total other assets	19,880		22,006
Total assets	$	139,924	$	148,210
LIABILITIES AND EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	3,547	$	2,710
Current maturities of long-term debt	3,672		2,754
Accrued salaries and commissions	1,149		1,284
Deferred revenue	2,061		2,022
Operating lease liabilities	4,152		3,801
Other current liabilities	1,409		1,412
Total current liabilities	15,990		13,983
LONG TERM DEBT, NET OF CURRENT	67,883		97,527
OPERATING LEASE LIABILITIES, NET OF CURRENT	14,480		16,909
ASSET RETIREMENT OBLIGATIONS	7,827		7,267
DEFERRED INCOME TAXES	2,296		2,069
OTHER NONCURRENT LIABILITIES	—		16
Total liabilities	108,476		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	29,466		27,010
EQUITY (DEFICIT):
Class A common stock, $0.01 par value; authorized 170,000,000 shares; issued and outstanding 16,238,279 shares and 3,056,757 shares at September 30, 2022, and December 31, 2021, respectively	162		31
Class B common stock, $0.01 par value; authorized 50,000,000 shares; issued and outstanding 5,413,197 shares at September 30, 2022, and December 31, 2021	54		54
Class C common stock, $0.01 par value; authorized 30,000,000 shares; none issued	—		—
Additional paid-in capital	54,755		24,030
Accumulated deficit	(52,989)		(40,686)
Total equity (deficit)	1,982		(16,571)
Total liabilities and equity (deficit)	$	139,924	$	148,210

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

-4-

MEDIACO HOLDING INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT)

(Unaudited)

	Class A Common Stock			Class B Common Stock			APIC		Accumulated Deficit		Total
(in thousands, except share data)	Shares	Amount		Shares	Amount
BALANCE, DECEMBER 31, 2021	3,056,757	$	31	5,413,197	$	54	$	24,030	$	(40,686)	$	(16,571)
Net loss	—	—		—	—		—		(4,293)		(4,293)
Issuance of class A to employees, officers and directors	100,276	1		—	—		343		—		344
Preferred stock dividends	—	—		—	—		—		(838)		(838)
BALANCE, MARCH 31, 2022	3,157,033	$	32	5,413,197	$	54	$	24,373	$	(45,817)	$	(21,358)
Net loss	—	—		—	—		—		(2,903)		(2,903)
Issuance of class A to employees, officers and directors	(26,735)	(1)		—	—		302		—		301
Preferred stock dividends	—	—		—	—		—		(780)		(780)
BALANCE, JUNE 30, 2022	3,130,298	$	31	5,413,197	$	54	$	24,675	$	(49,500)	$	(24,740)
Net loss	—	—		—	—		—		(2,651)		(2,651)
Issuance of class A to employees, officers and directors	197,324	2		—	—		305		—		307
Conversion of convertible promissory notes	12,910,657	129		—	—		29,775		—		29,904
Preferred stock dividends	—	—		—	—		—		(838)		(838)
BALANCE, SEPTEMBER 30, 2022	16,238,279	$	162	5,413,197	$	54	$	54,755	$	(52,989)	$	1,982
BALANCE, DECEMBER 31, 2020	1,785,880	$	18	5,413,197	$	54	$	20,772	$	(31,852)	$	(11,008)
Net loss	—	—		—	—		—		(3,253)		(3,253)
Issuance of class A to employees, officers and directors	651,670	6		—	—		464		—		470
Preferred stock dividends	—	—		—	—		—		(634)		(634)
BALANCE, MARCH 31, 2021	2,437,550	$	24	5,413,197	$	54	$	21,236	$	(35,739)	$	(14,425)
Net loss	—	—		—	—		—		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.

-5-

MEDIACO HOLDING INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended September 30,
(in thousands)	2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(9,847)	$	(3,498)
Adjustments to reconcile net loss to net cash provided by operating activities -
Loss on debt extinguishment	—		81
Depreciation and amortization	2,740		3,027
Amortization of debt discount	487		471
Noncash interest expense	665		280
Noncash lease expense	2,494		2,173
Provision for bad debts	(27)		40
Accretion of asset retirement obligation	586		526
Provision for deferred income taxes	227		246
Noncash compensation	2,327		2,360
Loss (gain) on sale of property and equipment	71		(78)
Changes in assets and liabilities
Accounts receivable	4,839		(6,036)
Prepaid expenses and other current assets	(16)		578
Other assets	(377)		(398)
Accounts payable and accrued liabilities	779		3,124
Deferred revenue	39		432
Operating lease liabilities	(2,078)		(1,936)
Other liabilities	1,816		2,785
Net cash provided by operating activities	4,725		4,177
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(462)		(1,428)
Purchases of internally-created software	(1,295)		—
Proceeds from the sale of property and equipment	—		146
Net cash used in investing activities	(1,757)		(1,282)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of long-term debt	(1,836)		(3,000)
Proceeds from long-term debt	—		4,000
Payments for debt-related costs	—		(354)
Proceeds from issuance of class A common stock	—		180
Settlement of tax withholding obligations	(1,374)		(497)
Net cash (used in) provided by financing activities	(3,210)		329
INCREASE IN CASH AND CASH EQUIVALENTS	(242)		3,224
CASH AND CASH EQUIVALENTS:
Beginning of period	6,121		4,171
End of period	$	5,879	$	7,395
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest	$	5,151	$	4,626

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

-6-

MEDIACO HOLDING INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in Thousands Unless Indicated Otherwise)

(Unaudited)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

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

Our assets consist of two radio stations, WQHT-FM and WBLS-FM (the “Stations”), which serve the New York City demographic market area that primarily targets Black, Hispanic, and multi-cultural consumers, as well as approximately 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 digital advertising sales, but we also generate revenues from events, including sponsorships and ticket sales, licensing, and syndication.

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

Capital Structure Changes

On July 28, 2022, SG Broadcasting LLC ("SG Broadcasting") exercised its right to convert the outstanding principal and accrued but unpaid interest on the SG Broadcasting Promissory Notes (as defined in Note 10) of $28.0 million and $1.9 million, respectively, into 12.9 million shares of the Company's Class A common stock. See Note 5.

Basis of Presentation and Consolidation

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.

Cash and Cash Equivalents

We consider time deposits, money market fund shares and all highly liquid debt investment instruments with original maturities of nine months or less to be cash equivalents. At times, such deposits may be in excess of FDIC insurance limits.

Fair Value Measurements

Fair value is the exchange price to sell an asset or transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The Company uses market data or assumptions 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 may be readily observable, corroborated by market data, or generally unobservable. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. We have no 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 including those described in Note 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 2 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.

Estimates

The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported 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 the consequences caused by the pandemic. The Company has considered information available to it as of the date of issuance of these financial statements and is not aware of any specific events or circumstances that would require an update to its estimates or judgments, or a revision to the carrying value of its assets or liabilities. These estimates may change as new events occur and additional information becomes available. Actual results could differ materially from these estimates.

-7-

Earnings Per Share

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:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Net loss	$	(2,651)	$	(1,188)	$	(9,847)	$	(3,498)
Preferred dividends	838		709		2,456		2,012
Net loss attributable to common shareholders	$	(3,489)	$	(1,897)	$	(12,303)	$	(5,510)
Basic and diluted weighted average common shares outstanding	16,853		7,201		10,778		7,168
Basic and diluted net loss attributable to common shareholders	$	(0.21)	$	(0.26)	$	(1.14)	$	(0.77)

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, having an aggregate offering price of up to $12.5 million. No shares were sold during the nine-month period ended September 30, 2022.

The following convertible equity shares and restricted stock awards were excluded from the calculation of diluted net (loss) income per share because their effect would have been anti-dilutive.

	Three Months Ended September 30,		Nine Months Ended September 30,
(in thousands)	2022	2021	2022	2021
Convertible Emmis promissory note	2,494	1,614	1,386	2,237
Convertible Standard General promissory notes	4,693	6,198	2,543	8,610
Series A convertible preferred stock	10,840	7,002	6,022	9,703
Restricted stock awards	375	915	429	861
Total anti-dilutive shares	18,402	15,729	10,380	21,411

Liquidity and Going Concern

The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Pursuant to ASC Topic 205-40, “Going Concern,” the Company is required to evaluate whether there is substantial doubt about its ability to continue as a going concern each reporting period. In evaluating the Company’s ability to continue as a going concern for this reporting period, management evaluated the conditions and events that could raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date of the filing of these financial statements (November 14, 2022). Management considered the Company’s ability to forecast future cash flows, current financial condition, sources of liquidity and debt service obligations due on or before November 14, 2023.

The Company has been and continues to be negatively impacted by the broad economic impact of the COVID-19 pandemic, which remains across multiple sectors, specifically disrupting logistics and global supply chains. If apprehension persists around interest rate volatility, supply chain disruptions, and COVID-19, consumer spending may be adversely impacted, causing certain advertising categories (e.g., automotive dealers) to advertise less. The Company expects continued negative impact on revenues and profitability for an undetermined period of time. Management has considered these circumstances in assessing the Company’s liquidity over the next year. Liquidity is a measure of an entity’s ability to meet potential cash requirements, maintain its assets, fund its operations, and meet the other general cash needs of its business. The Company’s liquidity is impacted by general economic, financial, competitive, and other factors beyond its control. The Company’s liquidity requirements consist primarily of funds necessary to pay its expenses, principally debt service and operational expenses, such as labor costs, and other related expenditures. The Company generally satisfies its liquidity needs through cash provided by operations. In addition, the Company has taken steps to enhance its ability to fund its operational expenses by reducing various costs and is prepared to take additional steps as necessary.

-8-

The Company has debt service obligations of approximately $11.1 million due under its Senior Credit Facility from November 14, 2022, the date of issuance of these financial statements, through November 14, 2023. Because the Company’s operating results and financial condition have been adversely impacted by the broad economic impacts of the COVID-19 pandemic, the Company’s revenues and profitability may continue to decline over the next several months, as compared to the same periods of the prior year. Because the duration and severity of the impact is unknown as of the filing of this Form 10-Q, management is unable to determine with certainty that the Company will be able to meet its liquidity needs for the next twelve months with cash and cash equivalents on hand, projected cash flows from operations, and/or additional borrowings. Under the terms of its Senior Credit Facility, the Company has certain financial covenants. Management is also unable to determine whether the Company will be in compliance with its debt covenants for the next twelve months. On November 12, MediaCo entered into Amendment No. 5 to its Senior Credit Facility, which lowered the minimum liquidity requirement to $2.0 million through December 15, 2022 and $3.0 million thereafter and removed the testing requirement for the minimum consolidated fixed charge coverage ratio covenant on September 30, 2022. There is substantial doubt that the Company will be in compliance with these covenants in subsequent periods. If necessary, management intends to request a waiver or amendment to its Senior Credit Facility and seek additional borrowings from Standard General. While the Company has been successful in obtaining waivers and amendments under its Senior Credit Facility and has also received additional liquidity from Standard General in the past, no assurances can be made that the Company will be successful or receive such liquidity in the future. Additionally, management regularly reviews our portfolio of assets and may opportunistically dispose of or otherwise monetize assets when we believe it is appropriate to do so.

Based on our evaluation of ASC Topic 205-40, “Going Concern,”, there is substantial doubt about our ability to continue as a going concern through November 14, 2023. Furthermore, depending on the duration and severity of the impacts on our businesses discussed above, we may record impairments of assets in the future.

Recent Accounting Pronouncements Not Yet Implemented

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 do not expect the adoption of the new standard to have a significant impact on our condensed consolidated financial statements.

2. INTANGIBLE ASSETS AND GOODWILL

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

	September 30, 2022		December 31, 2021
Indefinite-lived intangible assets
FCC licenses	$	63,266	$	63,266
Trade name	733		733
Goodwill	13,102		13,102
Definite-lived intangible assets
Customer list	201		929
Software	1,295		—
Total	$	78,597	$	78,030

Valuation of Indefinite-lived Broadcasting Licenses

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 September 30, 2022 and December 31, 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, 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.

-9-

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.

Valuation of Goodwill

All goodwill on the condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021 is part of the Outdoor Advertising segment. The Company tests goodwill for impairment at least annually. 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. We perform this assessment annually as of 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.

Valuation of Trade Name

As a result of the purchase of our 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. We assess the trade name annually for impairment on October 1 of each year, unless indications of impairment exist during an interim period.

Definite-lived intangibles

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

		September 30, 2022						December 31, 2021
	Weighted Average Remaining Useful Life (in years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Customer list	0.2	$	2,906	$	2,705	$	201	$	2,906	$	1,977	$	929
Software	5.7	$	1,295	$	—	$	1,295	$	—	$	—	$	—

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The customer list was acquired as part of the 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 the customer list.

The software was developed internally by our Radio segment and represents our updated website and mobile application, which offer increased functionality and opportunities to grow and interact with our audience. They cost $1.3 million to develop and useful lives of five years and seven years were assigned to the application and website, respectively.

Total amortization expense from definite-lived intangible assets for the three and nine-month periods ended September 30, 2022 was $0.2 million and $0.7 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 Company estimates amortization expense of $0.3 million for the remainder of the year ending December 31, 2022 and $0.2 million each year for the next five years.

3. REVENUE

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.

Radio Advertising

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.

Outdoor Advertising

Our outdoor advertising business has approximately 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

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

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 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.

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Other

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 Note 10).

Disaggregation of revenue

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

	Three Months Ended September 30,								Nine Months Ended September 30,
	2022		% of Total		2021		% of Total		2022		% of Total		2021		% of Total
Revenue by Source:
Radio Advertising	$	6,029	51.0	%	$	8,073	45.3	%	$	19,025	48.1	%	$	21,941	52.3	%
Outdoor Advertising (1)	3,273		27.7	%	3,197		17.9	%	9,734		24.6	%	9,407		22.4	%
Nontraditional	276		2.3	%	4,206		23.6	%	3,633		9.2	%	4,635		11.1	%
Digital	962		8.1	%	1,001		5.6	%	3,280		8.3	%	2,151		5.1	%
Other	1,285		10.9	%	1,343		7.6	%	3,840		9.8	%	3,805		9.1	%
Total net revenues	$	11,825			$	17,820			$	39,512			$	41,939

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

4. LONG-TERM DEBT

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

	September 30, 2022		December 31, 2021
Senior credit facility	$	66,737	$	68,343
Notes payable to Emmis	6,124		6,154
Notes payable to SG Broadcasting	—		27,574
Less: Current maturities	(3,672)		(2,754)
Less: Unamortized original issue discount	(1,306)		(1,790)
Total long-term debt, net of current portion and debt discount	$	67,883	$	97,527

Senior secured term loan agreement

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 1.0% 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.

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As of September 30, 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). Most recently, on May 19, 2021, the Company entered into Amendment No. 4 to its Senior Credit Facility. Under the terms of Amendment No. 4:

•SG Broadcasting agreed to contribute up to $7.0 million to the Company in the form of subordinated debt, with $3.0 million contributed at closing, $1.0 million contributed on June 1, 2021, and up to an additional $3.0 million to be contributed through June 30, 2022, if necessary, to satisfy certain conditions described in Amendment No. 4;

•the Company made a principal payment of $3.0 million to reduce borrowings outstanding under the Senior Credit Facility;

•no quarterly scheduled principal payments are required through and including the quarter ending September 30, 2022;

•the Minimum Consolidated Fixed Charge Coverage Ratio (as defined in the Senior Credit Facility) was reduced to 1.00:1.00 from April 1, 2020 through and including December 31, 2022, with it increasing to 1.10:1.00 on and after January 1, 2023;

•for purposes of calculating compliance with the Minimum Consolidated Fixed Charge Coverage Ratio, Consolidated EBITDA (as defined in the Senior Credit Facility) includes certain amounts contributed by SG Broadcasting in the form of subordinated debt or equity, including those described above;

•for purposes of calculating the Company’s borrowing base under the Senior Credit Facility, the multiple applied to Billboard Cash Flow (as defined in the Senior Credit Facility) increased from 3.5 to 5.0 and the advance rate applied to the radio stations’ FCC licenses increased from 60% to 70%;

•at any time the multiple applied to Billboard Cash Flow exceeds 3.5 or the advance rate applied to the radio stations’ FCC licenses exceeds 60%, an incremental annual interest rate of 1.0% applies and is paid in kind monthly;

•certain specified events of default were waived; and

•an amendment fee of $0.4 million was paid in cash.

For the period May 19, 2021 through 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 exceeded 60% in order for the Company to achieve minimal compliance with its loan to value covenant. Therefore, the incremental annual interest rate of 1.0% applied during this period and additional interest payments of $0.2 million were paid in kind during the three-month period ended March 31, 2022, all of which were added to the principal balance outstanding. For the period from April 1, 2022 to September 30, 2022, the incremental annual interest rate of 1.0% did not apply as the principal balance outstanding was less than the minimum borrowing base.

As of September 30, 2022, there was $66.7 million outstanding under the Senior Credit Facility, carried net of a total unamortized discount of $1.3 million.

On November 12, 2022, MediaCo entered into Amendment No. 5 to its Senior Credit Facility, which lowered the minimum liquidity requirement to $2.0 million through December 15, 2022 and $3.0 million thereafter and removed the testing requirement for the minimum consolidated fixed charge coverage ratio covenant on September 30, 2022. There is substantial doubt that the Company will be in compliance with these covenants in subsequent periods. See further discussion in Note 1.

Emmis Convertible Promissory Note

The Emmis Convertible Promissory Note (as defined below) carries interest at a base rate equal to the interest on any senior credit facility, including any applicable paid in kind rate, or if no 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 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, 2022, the principal balance outstanding under the Emmis Convertible Promissory Note was $6.1 million.

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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”) carry interest at a base rate equal to the interest on any senior credit facility, including any applicable paid in kind rate, or if no 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 SG Broadcasting Promissory Notes mature on May 25, 2025. Additionally, interest under the SG Broadcasting Promissory 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.

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 no 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.

On July 28, 2022, SG Broadcasting exercised its right to convert the outstanding principal and accrued but unpaid interest on the SG Broadcasting Promissory Notes of $28.0 million and $1.9 million, respectively, for 12.9 million of the Company's Class A common stock. See Note 5.

Based on amounts outstanding at September 30, 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		Total Payments
Remainder of 2022	$	918	$	—	$	918
2023	3,672		—		3,672
2024	62,147		6,124		68,271
Thereafter	—		—		—
Total	$	66,737	$	6,124	$	72,861

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 no legal proceedings pending against the Company that we believe are likely to have a material adverse effect on the Company.

On April 1, 2022, 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 year ended December 31, 2021, reporting net loss from continuing operations of $6.1 million.

Pursuant to the Nasdaq Letter, the Company had 45 calendar days from the date of the Nasdaq Letter to submit a plan to regain compliance, and submitted such a plan during this period. The plan was accepted and Nasdaq granted an extension of up to 180 calendar days from the date of the Nasdaq Letter to evidence compliance.

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On July 28, 2022, the holder exercised its right under the SG Broadcasting Promissory Notes to convert the outstanding principal and accrued but unpaid interest of $28.0 million and $1.9 million, respectively, for 12.9 million shares of the Company's Class A common stock. The Note Conversion increased the Company’s stockholders’ equity by approximately $29.9 million. As a result, the Company regained compliance with the stockholders’ equity requirement based upon the transactions and events described above.

On August 1, 2022, Nasdaq sent the Company a letter confirming conditional compliance with Listing Rule 5550(b)(1), reminding the Company that it must maintain compliance on a go forward basis (the “Nasdaq Compliance Letter”).

The Company understands that Nasdaq will continue to monitor the Company’s ongoing compliance with the stockholders’ equity requirement. In the event the Company fails to maintain compliance within the plan period, the Company may be subject to delisting from Nasdaq. The Company would have the right to a hearing before an independent panel with respect to a delisting decision, which hearing request would stay the decision pending the conclusion of the hearing process.

Neither the Nasdaq Letter nor the Nasdaq Compliance Letter, 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.”

6. INCOME TAXES

The effective tax rate for the nine months ended September 30, 2022, and 2021 was (2)% and (8)%, respectively. Our effective tax rate for the nine months ended September 30, 2022 differs from the statutory tax rate primarily due to the recognition of additional valuation allowance.

7. LEASES

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 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 for the nine months ended September 30, 2022 and 2021 was $0.1 million. Variable lease expense for the three months ended September 30, 2022 and 2021 was not material.

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

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Operating lease cost	$	1,278	$	1,265	$	3,846	$	3,769
Operating cash flows from operating leases	1,300		1,274		4,120		3,860
Right-of-use assets obtained in exchange for new operating lease liabilities	50		—		415		314

	September 30, 2022		December 31, 2021
Weighted average remaining lease term - operating leases (in years)	8.4		8.5
Weighted average discount rate - operating leases	9.6	%	9.4	%

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

Year ending December 31,
Remainder of 2022	$	1,420
2023	4,476
2024	2,892
2025	2,874
2026	2,743
After 2026	12,927
Total lease payments	27,332
Less imputed interest	(8,700)
Total recorded lease liabilities	$	18,632

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, 2022, is as follows:

Year ending December 31,
Remainder of 2022	$	2,397
2023	3,479
2024	206
2025	42
2026	4
After 2026	—

8. ASSET RETIREMENT OBLIGATIONS

The Company’s asset retirement 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, 2021	$	7,267
Additions to asset retirement obligations	51
Accretion expense	586
Liabilities settled	(77)
Balance at September 30, 2022	$	7,827

9. SEGMENT INFORMATION

The Company’s operations are aligned into two business segments: Radio and Outdoor Advertising. Radio includes the operations and results of WQHT-FM and WBLS-FM, and 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, 2021, and in Note 1 to these condensed consolidated financial statements, are applied consistently across segments.

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The following tables present the Company's segment results for the three and nine months ended September 30, 2022 and 2021:

Three Months Ended September 30, 2022	Radio		Outdoor Advertising		All Other		Consolidated
Net revenues	$	8,270	$	3,555	$	—	$	11,825
Operating expenses excluding depreciation and amortization expense	6,983		2,619		—		9,602
Corporate expenses	—		—		1,460		1,460
Depreciation and amortization	85		821		—		906
Loss on disposal of assets	—		26		—		26
Operating income (loss)	$	1,202	$	89	$	(1,460)	$	(169)

Three Months Ended September 30, 2021	Radio		Outdoor Advertising		All Other		Consolidated
Net revenues	$	14,361	$	3,459	$	—	$	17,820
Operating expenses excluding depreciation and amortization expense	10,467		2,073		—		12,540
Corporate expenses	—		—		2,422		2,422
Depreciation and amortization	179		889		—		1,068
Gain on disposal of assets	—		—		—		—
Operating income (loss)	$	3,715	$	497	$	(2,422)	$	1,790

Nine Months Ended September 30, 2022	Radio		Outdoor Advertising		All Other		Consolidated
Net revenues	$	28,914	$	10,598	$	—	$	39,512
Operating expenses excluding depreciation and amortization expense	24,930		7,920		—		32,850
Corporate expenses	—		—		5,286		5,286
Depreciation and amortization	272		2,468		—		2,740
Loss on disposal of assets	—		71		—		71
Operating income (loss)	$	3,712	$	139	$	(5,286)	$	(1,435)

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

Total Assets	Radio		Outdoor Advertising		Consolidated
September 30, 2022	$	84,843	$	55,081	$	139,924
December 31, 2021	90,485		57,725		148,210

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10. RELATED PARTY TRANSACTIONS

Transaction Agreement with Emmis and SG Broadcasting

On June 28, 2019, MediaCo entered into a Contribution and Distribution Agreement with Emmis Communications Corporation ("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 ten votes per share and the common stock acquired by Emmis and distributed to Emmis’ shareholders is entitled to one vote per share.

The sale closed on November 25, 2019, at which time MediaCo and Emmis also entered into 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 months ended September 30, 2021, MediaCo recorded $0.9 million of management fee expense, which is included in corporate expenses in the accompanying condensed consolidated statements of operations. The Employee Leasing Agreement was terminated in January 2021 at the expiration of the initial term.

Convertible Promissory Notes

As a result of the transaction described above, on November 25, 2019, we issued convertible promissory notes to both Emmis (such note, the "Emmis Convertible Promissory Note") and SG Broadcasting (such note, the "November 2019 SG Broadcasting Promissory Note") 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 November 2019 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 November 2019 SG Broadcasting Promissory Note for working capital purposes.

On March 27, 2020, the Company and SG Broadcasting further amended and restated the November 2019 SG Broadcasting Promissory Note (as so amended and restated, the "Second Amended and Restated 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 Broadcasting 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 Broadcasting 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 an additional promissory note (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 November 2019 and Additional SG Broadcasting Promissory Notes, respectively.

On May 19, 2021, the Company issued to SG Broadcasting an additional promissory note (the "May 2021 SG Broadcasting Promissory Note" and, collectively with the November 2019 and Additional SG Broadcasting Promissory Notes, the "SG Broadcasting Promissory Notes"), 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 November 2019 and Additional SG Broadcasting Promissory Notes 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 Notes, respectively.

On May 19, 2022, annual interest of $0.4 million was paid in kind and added to the principal balance of the SG Broadcasting Promissory Notes.

On July 28, 2022, SG Broadcasting exercised its right under the SG Broadcasting Promissory Notes to fully convert the outstanding principal and accrued but unpaid interest into the Company's Class A common stock. See Note 5.

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On August 19, 2022, Emmis exercised its right under the Emmis Convertible Promissory Note to convert $30 thousand of the outstanding principal for 11 thousand shares of the Company's Class A common stock.

Consequently, the principal amount outstanding as of September 30, 2022 under the Emmis Convertible Promissory Note was $6.1 million.

The Company recognized interest expense of $0.6 million and $0.5 million related to the Emmis Convertible Promissory Note for the nine months ended September 30, 2022, and 2021, respectively. The Company recognized interest expense of $1.8 million related to the SG Broadcasting Promissory Notes for both the nine months ended September 30, 2022, and 2021.

The terms of these notes are described in Note 4.

Convertible Preferred Stock

On December 13, 2019, in connection with the purchase of our 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 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 (see Note 4), or if no 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 payment in kind increased the accrued value of the preferred stock and no 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, 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 participating securities and we calculate earnings per share using the two-class method.

Dividends on Series A Convertible Preferred Stock held by SG Broadcasting were $2.5 million and $2.0 million, respectively, for the nine months ended September 30, 2022, and 2021. As of September 30, 2022, and December 31, 2021, unpaid cumulative dividends were $2.6 million and $0.2 million, respectively, and included in the balance of preferred stock in the accompanying condensed consolidated balance sheets.

Loan Proceeds Participation Agreement

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 2021, Emmis received notification the full amount of the loan was forgiven.

Management Agreement for Billboards LLC

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, a term of three years, and customary provisions on limitation of liability and indemnification. $0.1 million of income was recognized for the nine months ended September 30, 2022 and 2021. $0.2 million and $0.1 million of out-of-pocket expenses were incurred for the nine months ended September 30, 2022 and 2021, respectively, in relation to the Billboard Agreement, $0.1 million of which was outstanding at September 30, 2022 and December 31, 2021.

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11. SUBSEQUENT EVENTS

On November 12, 2022, MediaCo entered into Amendment No. 5 to its Senior Credit Facility, which lowered the minimum liquidity requirement to $2.0 million through December 15, 2022 and $3.0 million thereafter and removed the testing requirement for the minimum consolidated fixed charge coverage ratio covenant on September 30, 2022. There is substantial doubt that the Company will be in compliance with these covenants in subsequent periods. See further discussion in Note 1.

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ITEM 2. 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 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:

•Potential conflicts of interest with SG Broadcasting and our status as a “controlled company”;

•Our ability to operate as a standalone public company and to execute on our business strategy;

•Our ability to compete with, and integrate into our operations, new media channels, such as digital video, live video streaming, YouTube, and other real-time media delivery;

•Our ability to continue to exchange advertising time for goods or services;

•Our ability to use market research, advertising and promotions to attract and retain audiences;

•U.S. regulatory requirements for owning and operating media broadcasting channels and our ability to maintain regulatory licenses granted by the FCC;

•Pending U.S. regulatory requirements for paying royalties to performing artists;

•Industry and economic trends within the U.S. radio industry, generally, and the New York City radio industry, in particular;

•Our ability to finance our operations or to obtain financing on terms that are favorable to MediaCo;

•Our ability to successfully complete and integrate any future acquisitions;

•The impact of COVID-19 and other pandemics;

•The accuracy of management’s estimates and assumptions on which the Company’s financial projections are based; and

•Other factors mentioned in documents filed by the Company with the Securities and Exchange Commission.

For a more detailed discussion of these and other risk factors, see the Risk Factors section of our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 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.

GENERAL

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 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.

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The following table summarizes the sources of our revenues for the three and nine months ended September 30, 2022 and 2021. The category “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.

(dollars in thousands)	Three Months Ended September 30,								Nine Months Ended September 30,
	2022		% of Total		2021		% of Total		2022		% of Total		2021		% of Total
Net revenues:
Radio Advertising	$	6,029	51.0	%	$	8,073	45.3	%	$	19,025	48.1	%	$	21,941	52.3	%
Outdoor Advertising (1)	3,273		27.7	%	3,197		17.9	%	9,734		24.6	%	9,407		22.4	%
Nontraditional	276		2.3	%	4,206		23.6	%	3,633		9.2	%	4,635		11.1	%
Digital	962		8.1	%	1,001		5.6	%	3,280		8.3	%	2,151		5.1	%
Other	1,285		10.9	%	1,343		7.6	%	3,840		9.8	%	3,805		9.1	%
Total net revenues	$	11,825			$	17,820			$	39,512			$	41,939

(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 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.

KNOWN TRENDS AND UNCERTAINTIES

The U.S. radio industry is a mature industry and its growth rate has 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 the rest of the radio industry, our stations have deployed HD 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 few years, particularly in new automobiles. It is unclear what impact HD Radio will have on the 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 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 2.8% for the nine months ended September 30, 2022, as compared to the same period of the prior year. Our gross revenues reported to Miller Kaplan were down 8.7%, as compared to the same period of the prior year. The decreases for our New York Cluster were largely driven by lower healthcare spend, which our stations benefited from more than those serving the general population due to the targeted nature of the 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. 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.

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Throughout 2021 and 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 apprehension persists around interest rate volatility, supply chain disruptions, and COVID-19, consumer spending may be adversely impacted, 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.

MediaCo entered into Amendment No. 5 to its Senior Credit Facility, which lowered the minimum liquidity requirement to $2.0 million through December 31, 2022 and $3.0 million thereafter and removed the testing requirement for the minimum consolidated fixed charge coverage ratio covenant for the period from September 30, 2022 to December 31, 2022. There is substantial doubt that the Company will be in compliance with these covenants in subsequent periods. MediaCo’s business units are highly correlated to the economic environment, which recently have been impacted by macroeconomic uncertainty, inflationary and labor market pressures, as well as continued COVID-19 concerns. If some or all of these factors continue to influence the economic environment, then MediaCo's liquidity, financial condition or results of operations may be adversely affected. See Note 1 to the condensed consolidated financial statements, "Liquidity and Going Concern," for additional information.

MediaCo has been impacted by the rising interest rate environment in the financial markets, driving the interest paid on the Senior Credit Facility to increase. At this time, we do not anticipate LIBOR rates to decline.

CRITICAL ACCOUNTING ESTIMATES

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 the consequences caused by the pandemic. We have considered information available to us as of the date of issuance of these financial statements and are not aware of any specific events or circumstances that would require an update to our estimates or judgments, or a revision to the carrying value of 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 fiscal year ended December 31, 2021, filed with the Securities and Exchange Commission on March 24, 2022.

RESULTS OF OPERATIONS

Three-Month and Nine-Month Periods Ended September 30, 2022 compared to September 30, 2021

Net revenues:

	Three Months Ended September 30,								Nine Months Ended September 30, 2022
(dollars in thousands)	2022		2021		$ Change		% Change		2022		2021		$ Change		% Change
Radio	$	8,270	$	14,361	$	(6,091)	(42.4)	%	$	28,914	$	31,714	$	(2,800)	(8.8)	%
Outdoor Advertising	3,555		3,459		96		2.8	%	10,598		10,225		373		3.6	%
Total net revenues	$	11,825	$	17,820	$	(5,995)	(33.6)	%	$	39,512	$	41,939	$	(2,427)	(5.8)	%

Net radio revenues decreased for the three-month and nine-month periods ended September 30, 2022 as a result of a substantial decline in healthcare spend as the COVID-19 vaccination awareness campaigns have slowed, partially offset by stronger tourism advertising spend as the restrictions on travel, social gatherings, and business activities have continued to ease. Additionally, net radio revenues further decreased for the three month ended September 30, 2022 as a result of the absence in the current period of ticket sales for, and broadcast and streaming sponsorships of, our annual outdoor concert, Summer Jam, which was held in the second quarter of the current year compared to the third quarter of the prior year.

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 2.8% for the nine-month period ended September 30, 2022, as compared to the same period of the prior year. Our gross revenues reported to Miller Kaplan were down 8.7% for the nine-month period ended September 30, 2022, as compared to the same period of the prior year.

Outdoor advertising revenues increased for the three-month and nine-month periods ended September 30, 2022, attributable to slight increases in bulletin occupancy and rates as overall advertising revenues continued to rebound from the COVID-19 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.

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Operating expenses excluding depreciation and amortization expense:

(dollars in thousands)	Three Months Ended September 30,								Nine Months Ended September 30, 2022
	2022		2021		$ Change		% Change		2022		2021		$ Change		% Change
Radio	$	6,983	$	10,467	$	(3,484)	(33.3)	%	$	24,930	$	21,497	$	3,433	16.0	%
Outdoor Advertising	2,619		2,073		546		26.3	%	7,920		6,622		1,298		19.6	%
Total operating expenses excluding depreciation and amortization expense	$	9,602	$	12,540	$	(2,938)	(23.4)	%	$	32,850	$	28,119	$	4,731	16.8	%

Radio operating expenses excluding depreciation and amortization expense decreased during the three-month period ended September 30, 2022 due to expenses associated with Summer Jam, which was held in the third quarter of the prior year.

Radio operating expenses excluding depreciation and amortization expense increased during the nine-month period ended September 30, 2022 due to investment in growing our digital business as well as in our labor force with a higher focus on sales. Additionally, in the prior year, we recorded employee retention credits that reduced operating expenses, which were not available in the current year.

Outdoor advertising operating expenses excluding depreciation and amortization are largely fixed in nature; however, in the prior year, we recorded employee retention credits that reduced operating expenses, which were not available in the current year.

Corporate expenses:

(dollars in thousands)	Three Months Ended September 30,								Nine Months Ended September 30, 2022
	2022		2021		$ Change		% Change		2022		2021		$ Change		% Change
Corporate expenses	$	1,460	$	2,422	$	(962)	(39.7)	%	$	5,286	$	5,908	$	(622)	(10.5)	%

The decreases in corporate expenses for the three-month and nine-month periods ended September 30, 2022 were primarily due to fees from the Emmis Management Agreement that ended in November 2021, partially offset by personnel costs for the entire period associated with the corporate staff, performing the functions that were previously part of the management agreement.

Depreciation and amortization:

(dollars in thousands)	Three Months Ended September 30,								Nine Months Ended September 30, 2022
	2022		2021		$ Change		% Change		2022		2021		$ Change		% Change
Radio	$	85	$	179	$	(94)	(52.5)	%	$	272	$	553	$	(281)	(50.8)	%
Outdoor Advertising	$	821	$	889	$	(68)	(7.6)	%	$	2,468	$	2,474	$	(6)	(0.2)	%
Total depreciation and amortization	$	906	$	1,068	$	(162)	(15.2)	%	$	2,740	$	3,027	$	(287)	(9.5)	%

Radio and Outdoor Advertising depreciation and amortization expense decreased due to certain assets becoming fully depreciated in the prior year.

Loss (gain) on sale of assets:

(dollars in thousands)	Three Months Ended September 30,								Nine Months Ended September 30, 2022
	2022		2021		$ Change		% Change		2022		2021		$ Change		% Change
Outdoor Advertising	$	26	$	—	$	26	—	%	$	71	$	(78)	$	149	(191.0)	%
Total loss (gain) on sale of assets	$	26	$	—	$	26	—	%	$	71	$	(78)	$	149	(191.0)	%

The loss (gain) on sale of assets relates to the disposal of certain outdoor advertising structures in the normal course of business.

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Operating (loss) income:

(dollars in thousands)	Three Months Ended September 30,								Nine Months Ended September 30, 2022
	2022		2021		$ Change		% Change		2022		2021		$ Change		% Change
Radio	$	1,202	$	3,715	$	(2,513)	(67.6)	%	$	3,712	$	9,664	$	(5,952)	(61.6)	%
Outdoor Advertising	89		497		(408)		(82.1)	%	139		1,207		(1,068)		(88.5)	%
All other	$	(1,460)	$	(2,422)	$	962	(39.7)	%	$	(5,286)	$	(5,908)	$	622	(10.5)	%
Total operating (loss) income	$	(169)	$	1,790	$	(1,959)	(109.4)	%	$	(1,435)	$	4,963	$	(6,398)	(128.9)	%

See “Net revenues,” “Operating expenses excluding depreciation and amortization,” "Depreciation and amortization," "Loss (gain) on sale of assets," and “Corporate expenses” above.

Interest expense:

(dollars in thousands)	Three Months Ended September 30,								Nine Months Ended September 30, 2022
	2022		2021		$ Change		% Change		2022		2021		$ Change		% Change
Interest expense	$	(2,404)	$	(2,895)	$	491	(17.0)	%	$	(8,185)	$	(8,134)	$	(51)	0.6	%

Interest expense increased slightly for the nine-month period ended September 30, 2022 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 being paid in kind in the fourth quarter of 2021, (iii) accrued interest on the SG Broadcasting Promissory Notes being paid in kind in the fourth quarter of 2021 and the second quarter of 2022, (iv) 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, and (v) rising interest rates. These increases were partially offset by the conversion of the outstanding principal and accrued but unpaid interest of the SG Broadcasting Promissory Notes on July 28, 2022.

Interest expense decreased for the three-month period ended September 30, 2022 due to the conversion of the outstanding principal and accrued but unpaid interest of the SG Broadcasting Promissory Notes on July 28, 2022.

Provision for income taxes:

(dollars in thousands)	Three Months Ended September 30,								Nine Months Ended September 30, 2022
	2022		2021		$ Change		% Change		2022		2021		$ Change		% Change
Provision for income taxes	$	78	$	83	$	(5)	(6.0)	%	$	227	$	246	$	(19)	(7.7)	%

Our provision for income taxes tax is primarily due to the recognition of additional valuation allowance.

Consolidated net loss:

(dollars in thousands)	Three Months Ended September 30,								Nine Months Ended September 30, 2022
	2022		2021		$ Change		% Change		2022		2021		$ Change		% Change
Consolidated net loss	$	(2,651)	$	(1,188)	$	(1,463)	123.1	%	$	(9,847)	$	(3,498)	$	(6,349)	181.5	%

See “Net revenues,” “Operating expenses excluding depreciation and amortization,” "Depreciation and amortization," "Loss (gain) on sale of assets," “Corporate expenses,” and “Interest expense” above.

LIQUIDITY AND CAPITAL RESOURCES

Our primary sources of liquidity are cash provided by operations, cash available through additional borrowings under the SG Broadcasting Promissory Note, and 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, 2022, we had cash and cash equivalents of $5.9 million and net working capital of $0.6 million. At December 31, 2021, we had cash and cash equivalents of $6.1 million and net working capital of $7.7 million. The decrease in net working capital was primarily driven by an increase in the current portion of long-term debt, cash paid for capital expenditures, principal payments on long term debt, and cash paid for the settlement of tax withholding obligations.

At September 30, 2022, we had $66.7 million of borrowings outstanding under the Senior Credit Facility, of which $3.7 million was current. The borrowing rate under our Senior Credit Facility was 10.6% at September 30, 2022. Additionally, at September 30, 2022, we had $6.1 million of promissory notes outstanding to Emmis, all of which was classified as long-term.

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The debt service requirements of MediaCo over the next twelve-month period are expected to be $11.1 million related to our Senior Credit Facility ($3.7 million of principal repayments and $7.4 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 September 30, 2022 and then-current interest rates. There are no debt service requirements over the next twelve months for the Emmis Convertible Promissory Note.

On November 12, 2022, MediaCo entered into Amendment No. 5 to its Senior Credit Facility, which lowered the minimum liquidity requirement to $2.0 million through December 15, 2022 and $3.0 million thereafter and removed the testing requirement for the minimum consolidated fixed charge coverage ratio covenant on September 30, 2022. There is substantial doubt that the Company will be in compliance with these covenants in subsequent periods. MediaCo’s business units are highly correlated to the economic environment, which recently have been impacted by macroeconomic uncertainty, inflationary and labor market pressures, as well as continued COVID-19 concerns. If some or all of these factors continue to influence the economic environment, then MediaCo's liquidity, financial condition or results of operations may be adversely affected. See Note 1 to the condensed consolidated financial statements, "Liquidity and Going Concern," for additional information.

On July 28, 2022, SG Broadcasting opted to convert $28.0 million plus $1.9 million of accrued interest into 12.9 million Class A Common Shares. This event reduced the amount of accrued interest and long-term debt on the balance sheet and increased the number of outstanding shares of Class A common stock to approximately 16 million. We will continue to assess opportunities that will help transform our capital structure.

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, our Senior Credit Facility substantially limits our ability to make acquisitions.

Cash flows provided by operating activities were $4.7 million and $4.2 million for the nine months ended September 30, 2022 and 2021, respectively. The increase was mainly attributable to significant collections in accounts receivable.

Cash flows used in investing activities were $1.8 million for the nine months ended September 30, 2022, attributable to capital expenditures related to a new digital platform project. Cash flows used in investing activities were $1.3 million for the nine months ended September 30, 2021, attributable to capital expenditures, net of proceeds from the sale of property and equipment.

Cash flows used in financing activities were $3.2 million for the nine months ended September 30, 2022, attributable to principal payments on long-term debt and settlement of tax withholding obligations. Cash flows provided by financing activities were $0.3 million for the nine months ended September 30, 2021, attributable to net debt proceeds.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As an emerging growth company, we are not required to provide this information.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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, 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.

Changes in Internal Control Over Financial Reporting.

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, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

-26-

ITEM 1. LEGAL PROCEEDINGS

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.

ITEM 5. OTHER INFORMATION

Amendment No. 5 to Senior Credit Facility

On May 19, 2021, MediaCo Holding Inc. (“MediaCo” or “the Company”) entered into Amendment No. 4 and Waiver (“Amendment No. 4”).

On November 12, 2022, the Company into Amendment No. 5 to its amended and restated term loan agreement (such agreement, as so amended, the “Senior Credit Facility”). Under the terms of Amendment No. 5, the minimum liquidity requirement was lowered to $2.0 million through December 15, 2022 and $3.0 million thereafter, and the testing requirement for the minimum consolidated fixed charge coverage ratio covenant as of September 30, 2022 was eliminated.

ITEM 6. EXHIBITS

(a)Exhibits.

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

Exhibit Number	Exhibit Description	Filed Herewith	Incorporated by Reference
			Form	Period Ending	Exhibit	Filing Date
10.1	Amendment No. 5 to Amended and Restated Term Loan Agreement, dated as of November 12, 2022, by and among MediaCo Holding Inc., the other parties designated as borrowers thereto, the financial institutions from time to time party thereto, and GACP Finance Co., LLC, a Delaware limited liability company, as administrative agent and collateral agent.	X
31.1	Certification of Principal Executive Officer of MediaCo Holding Inc. pursuant to Rule 13a-14(a) under the Exchange Act	X
31.2	Certification of Principal Financial Officer of MediaCo Holding Inc. pursuant to Rule 13a-14(a) under the Exchange Act	X
32.1	Certification of Principal Executive Officer of MediaCo Holding Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
32.2	Certification of Principal Financial Officer of MediaCo Holding Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
101.INS	Inline XBRL Instance Document	X
101.SCH	Inline XBRL Taxonomy Extension Schema Document	X
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document	X
101.LAB	Inline XBRL Taxonomy Extension Labels Linkbase Document	X
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document	X
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document	X
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)	X

-27-

SIGNATURES

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.

	MEDIACO HOLDING INC.
Date: November 14, 2022	By:	/s/ Ann C. Beemish
		Ann C. Beemish
		Executive Vice President, Chief Financial Officer and
		Treasurer

-28-

EX-10.1

Exhibit 10.1

Proposed Execution Version

AMENDMENT NO. 5 TO AMENDED AND RESTATED
TERM LOAN AGREEMENT

AMENDMENT NO. 5 TO AMENDED AND RESTATED TERM LOAN AGREEMENT, dated as of November 12, 2022 (this “Amendment No. 5”), is by and among MEDIACO HOLDING INC., an Indiana corporation (“MediaCo”), MEDIACO WQHT LICENSE LLC, an Indiana limited liability company (“MediaCo WQHT”) and MEDIACO WBLS LICENSE LLC, an Indiana limited liability company (“MediaCo WBLS”), FMG Kentucky, LLC, a Delaware limited liability company (“FMG Kentucky”), Fairway Outdoor LLC, a Delaware limited liability company (“Fairway”) and FMG Valdosta, LLC, a Delaware limited liability company (“FMG Valdosta”) the other Persons party hereto that are designated as “Borrowers” (collectively with MediaCo, MediaCo WQHT, MediaCo WBLS, FMG Kentucky, Fairway and FMG Valdosta, the “Borrowers” and each a “Borrower”), GACP FINANCE CO., LLC, a Delaware limited liability company (in its individual capacity, “GACP”), as administrative agent and collateral agent (in such capacities, the “Term Agent”) for the financial institutions from time to time party to this Agreement (collectively, the “Lenders” and individually each a “Lender”) and for itself, and the Lenders.

WITNESSETH :

WHEREAS, Term Agent, Lenders, Borrowers and others have entered into financing arrangements pursuant to which Lenders (or Term Agent on behalf of Lenders) have made loans and advances and provide other financial accommodations to Borrowers as set forth in the Amended and Restated Term Loan Agreement, dated as of December 13, 2019, (a) as amended by that certain Amendment No. 1 and Waiver to Amended and Restated Term Loan Agreement, dated as of February 28, 2020, (b) as supplemented by that certain Borrower Joinder Agreement, dated as of March 13, 2020, (c) as amended by that certain Amendment No. 2 to Amended and Restated Term Loan Agreement, dated as of March 27, 2020, (d) as amended by that certain Amendment No. 3 to Amended and Restated Term Loan Agreement, dated August 28, 2020, (e) as modified by that certain Forbearance Agreement dated May 18, 2021 (the “Forbearance Agreement”) and as amended by that certain Amendment No. 4 to Amended and Restated Term Loan Agreement, dated May 19, 2021, (as may be further amended, restated and otherwise modified prior to the date hereof, the “Loan Agreement”) and the other Loan Documents;

WHEREAS, Borrowers have requested that the Lenders and Term Agent make certain amendments set forth in Section 2 below;

WHEREAS, Borrowers, Lenders and Term Agent have agreed to make such amendments to the Loan Agreement on the terms set forth herein;

WHEREAS, Section 8.1 of the Loan Agreement provides that, among other things, the Borrowers and the Lenders may make certain amendments to the Loan Agreement and the other Loan Documents for certain purposes; and

WHEREAS, by this Amendment No. 5, Term Agent, Lenders signatory hereto and Borrowers intend to evidence and effect such amendments;

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements and covenants contained herein, the parties hereto agree as follows:

1.Interpretation. For purposes of this Amendment No. 5, all terms used herein which are not otherwise defined herein, including, but not limited to, those terms used in the recitals hereto, shall have the respective meanings assigned thereto in the Loan Agreement as amended by this Amendment No. 5.

2.Amendments

(a)Section 5.22 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

4889-1690-9117v.5

“(a) Minimum Liquidity. The Borrowers shall not permit Liquidity, at any time, (i) for the period from the Effective Date until September 30, 2020, to be less than $1,000,000, (ii) for the period from October 1, until November 25, 2020 to be less than $2,000,000, (iii) for the period from November 26, 2020 until November 25, 2021, to be less than $2,500,000, (iv) for the period from November 26, 2021 until the date prior to the Amendment No. 5 Effective Date, to be less than $3,000,000, (v) for the period from the Amendment No. 5 Effective Date until December 15, 2022, to be less than $2,000,000, or (v) thereafter, to be less than $3,000,000.

(b) Minimum Consolidated Fixed Charge Coverage Ratio. The Borrowers shall not permit the Consolidated Fixed Charge Coverage Ratio, measured as of the last day of any Fiscal Quarter of the Borrowers, to be less than (i) 1.10 to 1.00, through and including March 31, 2020, (ii) 1.00 to 1.00, on and after April 1, 2020 through and including June 30, 2022, and (iii) 1.10 to 1.00, on and after October 1, 2022. For the avoidance of doubt, there shall be no testing of the minimum Consolidated Fixed Charge Coverage Ratio requirement on September 30, 2022.”

(b)The following definitions shall be added to Section 10.1 of the Loan Agreement in proper alphabetical order:

    “Amendment No. 5” means the Amendment No. 5 to Amended and Restated Term Loan Agreement, dated as of November 12, 2022, by and among the Borrowers, the Term Agent and the lenders party thereto.

    “Amendment No. 5 Effective Date” means November 12, 2022.

3.Representations and Warranties. Each Loan Party by execution hereof, jointly and severally, as of the Amendment No. 5 Effective Date, hereby:

(c)reaffirms all representations and warranties made to Term Agent and Lenders under the Loan Agreement and all of the other Loan Documents and confirms that all are true and correct in all material respects as of the date hereof except to the extent that (i) such representations or warranties are qualified by a materiality standard, in which case they shall be true and correct in all respects and (ii) such representations or warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date (or, if such representations or warranties are qualified by a materiality standard, in all respects as of such earlier date));

(d)reaffirms all of the covenants contained in the Loan Agreement;

(e)represents and warrants that no Default or Event of Default has occurred and is continuing;

(f)represents and warrants that the execution, delivery and performance by each Loan Party of this Amendment No. 5 and the other documents, agreements and instruments executed by any Loan Party in connection herewith (collectively, together with this Amendment No. 5, the “Amendment Documents”) and the consummation of the transactions contemplated hereby or thereby, are within such Loan Party’s powers, have been duly authorized by all necessary organizational action, and do not contravene (i) the charter or by-laws or other organizational or governing documents of such Loan Party or (ii) any law or any contractual restriction binding on or affecting any Loan Party, except, for purposes of this clause (ii), to the extent such contravention would not reasonably be expected to have a Material Adverse Effect;

(g)represents and warrants that no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required for the due execution, delivery and performance by any Loan Party of any Amendment Document to which it is a party that has not already been obtained if the failure to obtain such authorization, approval or other action could reasonably be expected to result in a Material Adverse Effect; and

2

4889-1690-9117v.5

(h)represents and warrants that each Amendment Document has been duly executed and delivered by each Loan Party thereto. This Amendment No. 5 constitutes, and each other Amendment Document will constitute upon execution, the legal, valid and binding obligation of each Loan Party thereto enforceable against such Loan Party in accordance with its respective terms subject to the effect of any applicable bankruptcy, insolvency, reorganization or moratorium or similar laws affecting the rights of creditors generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

4.Conditions Precedent. This Amendment No. 5 shall be effective upon the satisfaction of each of the following conditions precedent (the “Fifth Amendment Effective Date”):

(i)Term Agent shall have received counterparts of this Amendment No. 5, duly authorized, executed and delivered by Borrowers, Term Agent and the Lenders;

(j)No Default or Event of Default shall have occurred and be continuing; and

(k)The Borrowers shall have reimbursed the Term Agent, for all reasonable and documented fees, costs and expenses incurred through the Fifth Amendment Effective Date (including, without limitation, Attorney Costs related to the preparation, negotiation, execution, delivery of this Amendment No. 5).

5.[Reserved].

6.General.

(l)Effect of this Amendment No. 5. Except as expressly provided herein, no other consents, waivers, changes or modifications to the Loan Documents are intended or implied, and in all other respects the Loan Documents are hereby specifically ratified, restated and confirmed by all parties hereto as of the date hereof.

(m)Expenses. Borrowers agree to pay on demand all expenses of Term Agent and Lenders in connection with the administration of this Amendment No. 5 in accordance with Section 8.5 of the Loan Agreement.

(n)Governing Law. This Amendment No. 5 shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts of laws principles thereof.

(o)Submission to Jurisdiction; Service of Process; Waiver of Jury Trial. SECTIONS 8.18(a) THROUGH (d) AND SECTION 8.19 OF THE LOAN AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE INTO THIS AMENDMENT NO. 5 MUTATIS MUTANDIS AND SHALL APPLY HERETO AS IF ORIGINALLY MADE A PART HEREOF.

(p)Binding Effect. This Amendment No. 5 shall bind and inure to the benefit of the respective successors and permitted assigns of each of the parties hereto.

(q)Counterparts, etc. This Amendment No. 5 may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment No. 5 by telecopier or by electronic transmission of a pdf formatted counterpart shall be effective as delivery of a manually executed counterpart of this Amendment No. 5.

(r)Financing Document. This Amendment No. 5 constitutes a Loan Document.

(s)Reaffirmation. Each of the undersigned Loan Parties acknowledges (i) all of its Obligations under the Loan Agreement and each other Loan Document to which it is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) its grant of security interests pursuant to the Loan Documents are reaffirmed and remain in full force and effect after giving effect to

3

4889-1690-9117v.5

this Amendment No. 5, (iii) the Obligations include, among other things and without limitation, the due and punctual payment of the principal of, interest on, and premium (if any) on, the Obligations and (iv) the execution of this Amendment No. 5 shall not operate as a waiver of any right, power or remedy of Term Agent or any other Secured Party, constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation of the Obligations.

(t)Release. In consideration of the agreements of Term Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Borrower, on behalf of itself and its respective successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Term Agent and Lenders, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Term Agent, each Lender and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known as of the date of this Amendment No. 5, both at law and in equity, which each Borrower, or any of its respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment No. 5, in each case for or on account of, or in relation to, or in any way in connection with any of the Loan Agreement, or any of the other Loan Documents or transactions thereunder or related thereto.

[Signature Pages Follow]

4

4889-1690-9117v.5

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 5 to be duly executed and delivered by their authorized officers as of the day and year first above written.

BORROWERS:

MEDIACO HOLDING INC., as the Borrower Representative and a Borrower

By:

Name:

Title:

MEDIACO WQHT LICENSE LLC
MEDIACO WBLS LICENSE LLC
FAIRWAY OUTDOOR LLC, each as a Borrower

Each By: MEDIACO HOLDING INC.,

its sole member and manager

Each By:

Name:

Title:

FMG KENTUCKY, LLC

FMG VALDOSTA, LLC, each as a Borrower

Each By: FAIRWAY OUTDOOR LLC,

its sole member and manager

Each By:

Name:

Title:

Amendment No. 5 to Amended and Restated
Loan Agreement

GACP FINANCE CO., LLC, as Term Agent

By:

Name: Robert Louzan

Title: President

GACP II, L.P., as a Lender

By:

Name: Robert Louzan

Title: President

Amendment No. 5 to Amended and Restated
Loan Agreement

HANMI BANK, as a Lender

By:

Name:     Jay Kim

Title:     EVP & Regional Chief Banking Officer

Amendment No. 5 to Amended and Restated
Loan Agreement

EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Rahsan-Rahsan Lindsay, certify that:

1.I have reviewed this quarterly report on Form 10-Q of MediaCo Holding Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 14, 2022
	/s/ Rahsan-Rahsan Lindsay
	Rahsan-Rahsan Lindsay
	Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Ann C. Beemish, certify that:

1.I have reviewed this quarterly report on Form 10-Q of MediaCo Holding Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 14, 2022
	/s/ Ann C. Beemish
	Ann C. Beemish
	Executive Vice President, Chief Financial Officer and
	Treasurer

EX-32.1

Exhibit 32.1

SECTION 1350 CERTIFICATION

The undersigned hereby certifies, in accordance with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in his capacity as an officer of MediaCo Holding Inc. (the “Company”), that, to his knowledge:

(1)the Quarterly Report of the Company on Form 10-Q for the period ended September 30, 2022, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 14, 2022
	/s/ Rahsan-Rahsan Lindsay
	Rahsan-Rahsan Lindsay
	Chief Executive Officer

EX-32.2

Exhibit 32.2

SECTION 1350 CERTIFICATION

The undersigned hereby certifies, in accordance with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in his capacity as an officer of MediaCo Holding Inc. (the “Company”), that, to his knowledge:

(1)the Quarterly Report of the Company on Form 10-Q for the period ended September 30, 2022, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 14, 2022
	/s/ Ann C. Beemish
	Ann C. Beemish
	Executive Vice President, Chief Financial Officer and
	Treasurer

XML

Cover - shares	9 Months Ended
	Sep. 30, 2022	Nov. 07, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Document Transition Report	false
Entity File Number	001-39029
Entity Registrant Name	MEDIACO HOLDING INC.
Entity Incorporation, State or Country Code	IN
Entity Tax Identification Number	84-2427771
Entity Address, Address Line One	395 Hudson Street
Entity Address, Address Line Two	Floor 7
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10014
City Area Code	212
Local Phone Number	229-9797
Title of 12(b) Security	Class A common stock, $0.01 par value
Trading Symbol	MDIA
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Central Index Key	0001784254
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Amendment Flag	false
Class A Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		16,232,206
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,413,197

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Statement [Abstract]
NET REVENUES	$ 11,825	$ 17,820	$ 39,512	$ 41,939
OPERATING EXPENSES:
Operating expenses excluding depreciation and amortization expense	9,602	12,540	32,850	28,119
Corporate expenses	1,460	2,422	5,286	5,908
Depreciation and amortization	906	1,068	2,740	3,027
Loss (gain) on disposal of assets	26	0	71	(78)
Total operating expenses	11,994	16,030	40,947	36,976
OPERATING (LOSS) INCOME	(169)	1,790	(1,435)	4,963
OTHER EXPENSE:
Interest expense	(2,404)	(2,895)	(8,185)	(8,134)
Loss on debt extinguishment	0	0	0	(81)
LOSS BEFORE INCOME TAXES	(2,573)	(1,105)	(9,620)	(3,252)
PROVISION FOR INCOME TAXES	78	83	227	246
CONSOLIDATED NET LOSS	(2,651)	(1,188)	(9,847)	(3,498)
PREFERRED STOCK DIVIDENDS	838	709	2,456	2,012
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS, BASIC	(3,489)	(1,897)	(12,303)	(5,510)
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS, DILUTED	$ (3,489)	$ (1,897)	$ (12,303)	$ (5,510)
Basic net (loss) income per share:
Basic net (loss) income per share attributable to common shareholders (in dollars per share)	$ (0.21)	$ (0.26)	$ (1.14)	$ (0.77)
Basic weighted average number of common shares outstanding (in shares)	16,853,000	7,201,000	10,778,000	7,168,000

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
CURRENT ASSETS:
Cash and cash equivalents	$ 5,879	$ 6,121
Accounts receivable, net of allowance for doubtful accounts of $195 and $313, respectively	8,944	13,756
Prepaid expenses	1,421	1,238
Other current assets	359	526
Total current assets	16,603	21,641
PROPERTY AND EQUIPMENT, NET	24,844	26,533
INTANGIBLE ASSETS, NET	78,597	78,030
OTHER ASSETS:
Operating lease right of use assets	19,382	21,663
Deposits and other	498	343
Total other assets	19,880	22,006
Total assets	139,924	148,210
CURRENT LIABILITIES:
Accounts payable and accrued expenses	3,547	2,710
Current maturities of long-term debt	3,672	2,754
Accrued salaries and commissions	1,149	1,284
Deferred revenue	2,061	2,022
Operating lease liabilities	4,152	3,801
Other current liabilities	1,409	1,412
Total current liabilities	15,990	13,983
Total long-term debt, net of current portion and debt discount	67,883	97,527
OPERATING LEASE LIABILITIES, NET OF CURRENT	14,480	16,909
ASSET RETIREMENT OBLIGATIONS	7,827	7,267
DEFERRED INCOME TAXES	2,296	2,069
OTHER NONCURRENT LIABILITIES	0	16
Total liabilities	108,476	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	29,466	27,010
EQUITY (DEFICIT):
Additional paid-in capital	54,755	24,030
Accumulated deficit	(52,989)	(40,686)
Total equity (deficit)	1,982	(16,571)
Total liabilities and equity (deficit)	139,924	148,210
Class A Common Stock
EQUITY (DEFICIT):
Common stock	162	31
Class B Common Stock
EQUITY (DEFICIT):
Common stock	54	54
Class C Common Stock
EQUITY (DEFICIT):
Common stock	$ 0	$ 0

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Allowance for doubtful accounts	$ 195	$ 313
Series A Cumulative Convertible Participating Preferred Stock
Convertible participating preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Convertible participating preferred stock, authorized (in shares)	10,000,000	10,000,000
Convertible participating preferred stock, issued (in shares)	220,000	220,000
Convertible participating preferred stock, outstanding (in shares)	220,000	220,000
Class A Common Stock
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	170,000,000	170,000,000
Common stock, shares issued (in shares)	16,238,279	3,056,757
Common stock, shares outstanding (in shares)	16,238,279	3,056,757
Class B Common Stock
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	50,000,000	50,000,000
Common stock, shares issued (in shares)	5,413,197	5,413,197
Common stock, shares outstanding (in shares)	5,413,197	5,413,197
Class C Common Stock
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	30,000,000	30,000,000
Common stock, shares issued (in shares)	0	0
Common stock, shares outstanding (in shares)	0	0

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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT) - USD ($) $ in Thousands	Total	Class A Common Stock	Class B Common Stock	Common Stock Class A Common Stock	Common Stock Class B Common Stock	APIC	Accumulated Deficit
Beginning balance at Dec. 31, 2020	$ (11,008)			$ 18	$ 54	$ 20,772	$ (31,852)
Beginning balance (in shares) at Dec. 31, 2020				1,785,880	5,413,197
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(3,253)						(3,253)
Issuance of class A to employees, officers and directors	470			$ 6		464
Issuance of class A to employees, officers and directors (in shares)				651,670
Preferred stock dividends	(634)						(634)
Ending balance at Mar. 31, 2021	(14,425)			$ 24	$ 54	21,236	(35,739)
Ending balance (in shares) at Mar. 31, 2021				2,437,550	5,413,197
Beginning balance at Dec. 31, 2020	(11,008)			$ 18	$ 54	20,772	(31,852)
Beginning balance (in shares) at Dec. 31, 2020				1,785,880	5,413,197
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(3,498)
Ending balance at Sep. 30, 2021	(14,475)			$ 31	$ 54	22,802	(37,362)
Ending balance (in shares) at Sep. 30, 2021				3,071,001	5,413,197
Beginning balance at Dec. 31, 2020	(11,008)			$ 18	$ 54	20,772	(31,852)
Beginning balance (in shares) at Dec. 31, 2020				1,785,880	5,413,197
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(6,100)
Ending balance at Dec. 31, 2021	(16,571)			$ 31	$ 54	24,030	(40,686)
Ending balance (in shares) at Dec. 31, 2021		3,056,757	5,413,197	3,056,757	5,413,197
Beginning balance at Mar. 31, 2021	(14,425)			$ 24	$ 54	21,236	(35,739)
Beginning balance (in shares) at Mar. 31, 2021				2,437,550	5,413,197
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	943						943
Issuance of class A to employees, officers and directors	599			$ 4		595
Issuance of class A to employees, officers and directors (in shares)				390,794
Preferred stock dividends	(669)						(669)
Ending balance at Jun. 30, 2021	(13,552)			$ 28	$ 54	21,831	(35,465)
Ending balance (in shares) at Jun. 30, 2021				2,828,344	5,413,197
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(1,188)						(1,188)
Sale of class A common shares (in shares)	180					180
Sale of class A common shares				19,701
Issuance of class A to employees, officers and directors	794			$ 3		791
Issuance of class A to employees, officers and directors (in shares)				222,956
Preferred stock dividends	(709)						(709)
Ending balance at Sep. 30, 2021	(14,475)			$ 31	$ 54	22,802	(37,362)
Ending balance (in shares) at Sep. 30, 2021				3,071,001	5,413,197
Beginning balance at Dec. 31, 2021	(16,571)			$ 31	$ 54	24,030	(40,686)
Beginning balance (in shares) at Dec. 31, 2021		3,056,757	5,413,197	3,056,757	5,413,197
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(4,293)						(4,293)
Issuance of class A to employees, officers and directors	344			$ 1		343
Issuance of class A to employees, officers and directors (in shares)				100,276
Preferred stock dividends	(838)						(838)
Ending balance at Mar. 31, 2022	(21,358)			$ 32	$ 54	24,373	(45,817)
Ending balance (in shares) at Mar. 31, 2022				3,157,033	5,413,197
Beginning balance at Dec. 31, 2021	(16,571)			$ 31	$ 54	24,030	(40,686)
Beginning balance (in shares) at Dec. 31, 2021		3,056,757	5,413,197	3,056,757	5,413,197
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(9,847)
Ending balance at Sep. 30, 2022	1,982			$ 162	$ 54	54,755	(52,989)
Ending balance (in shares) at Sep. 30, 2022		16,238,279	5,413,197	16,238,279	5,413,197
Beginning balance at Mar. 31, 2022	(21,358)			$ 32	$ 54	24,373	(45,817)
Beginning balance (in shares) at Mar. 31, 2022				3,157,033	5,413,197
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(2,903)						(2,903)
Issuance of class A to employees, officers and directors	301			$ (1)		302
Issuance of class A to employees, officers and directors (in shares)				(26,735)
Preferred stock dividends	(780)						(780)
Ending balance at Jun. 30, 2022	(24,740)			$ 31	$ 54	24,675	(49,500)
Ending balance (in shares) at Jun. 30, 2022				3,130,298	5,413,197
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(2,651)						(2,651)
Issuance of class A to employees, officers and directors	307			$ 2		305
Issuance of class A to employees, officers and directors (in shares)				197,324
Conversion of convertible promissory notes (in shares)				12,910,657
Conversion of convertible promissory notes	29,904			$ 129		29,775
Preferred stock dividends	(838)						(838)
Ending balance at Sep. 30, 2022	$ 1,982			$ 162	$ 54	$ 54,755	$ (52,989)
Ending balance (in shares) at Sep. 30, 2022		16,238,279	5,413,197	16,238,279	5,413,197

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (9,847)	$ (3,498)
Adjustments to reconcile net loss to net cash provided by operating activities -
Loss on debt extinguishment	0	81
Depreciation and amortization	2,740	3,027
Amortization of debt discount	487	471
Noncash interest expense	665	280
Noncash lease expense	2,494	2,173
Provision for bad debts	(27)	40
Accretion of asset retirement obligation	586	526
Provision for deferred income taxes	227	246
Noncash compensation	2,327	2,360
Loss (gain) on sale of property and equipment	71	(78)
Changes in assets and liabilities
Accounts receivable	4,839	(6,036)
Prepaid expenses and other current assets	(16)	578
Other assets	(377)	(398)
Accounts payable and accrued liabilities	779	3,124
Deferred revenue	39	432
Operating lease liabilities	(2,078)	(1,936)
Other liabilities	1,816	2,785
Net cash provided by operating activities	4,725	4,177
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(462)	(1,428)
Payments for Software	(1,295)	0
Proceeds from the sale of property and equipment	0	146
Net cash used in investing activities	(1,757)	(1,282)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of long-term debt	(1,836)	(3,000)
Proceeds from long-term debt	0	4,000
Payments for debt-related costs	0	(354)
Proceeds from issuance of class A common stock	0	180
Settlement of tax withholding obligations	(1,374)	(497)
Net cash (used in) provided by financing activities	(3,210)	329
INCREASE IN CASH AND CASH EQUIVALENTS	(242)	3,224
CASH AND CASH EQUIVALENTS:
Beginning of period	6,121	4,171
End of period	5,879	7,395
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest	$ 5,151	$ 4,626

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

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

Our assets consist of two radio stations, WQHT-FM and WBLS-FM (the “Stations”), which serve the New York City demographic market area that primarily targets Black, Hispanic, and multi-cultural consumers, as well as approximately 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 digital advertising sales, but we also generate revenues from events, including sponsorships and ticket sales, licensing, and syndication.

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

Capital Structure Changes

On July 28, 2022, SG Broadcasting LLC ("SG Broadcasting") exercised its right to convert the outstanding principal and accrued but unpaid interest on the SG Broadcasting Promissory Notes (as defined in Note 10) of $28.0 million and $1.9 million, respectively, into 12.9 million shares of the Company's Class A common stock. See Note 5.

Basis of Presentation and Consolidation

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.

Cash and Cash Equivalents

We consider time deposits, money market fund shares and all highly liquid debt investment instruments with original maturities of nine months or less to be cash equivalents. At times, such deposits may be in excess of FDIC insurance limits.

Fair Value Measurements

Fair value is the exchange price to sell an asset or transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The Company uses market data or assumptions 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 may be readily observable, corroborated by market data, or generally unobservable. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. We have no 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 including those described in Note 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 2 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.

Estimates

The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported 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 the consequences caused by the pandemic. The Company has considered information available to it as of the date of issuance of these financial statements and is not aware of any specific events or circumstances that would require an update to its estimates or judgments, or a revision to the carrying value of its assets or liabilities. These estimates may change as new events occur and additional information becomes available. Actual results could differ materially from these estimates.

Earnings Per Share

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:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Net loss	$	(2,651)	$	(1,188)	$	(9,847)	$	(3,498)
Preferred dividends	838		709		2,456		2,012
Net loss attributable to common shareholders	$	(3,489)	$	(1,897)	$	(12,303)	$	(5,510)
Basic and diluted weighted average common shares outstanding	16,853		7,201		10,778		7,168
Basic and diluted net loss attributable to common shareholders	$	(0.21)	$	(0.26)	$	(1.14)	$	(0.77)

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, having an aggregate offering price of up to $12.5 million. No shares were sold during the nine-month period ended September 30, 2022.

The following convertible equity shares and restricted stock awards were excluded from the calculation of diluted net (loss) income per share because their effect would have been anti-dilutive.

	Three Months Ended September 30,		Nine Months Ended September 30,
(in thousands)	2022	2021	2022	2021
Convertible Emmis promissory note	2,494	1,614	1,386	2,237
Convertible Standard General promissory notes	4,693	6,198	2,543	8,610
Series A convertible preferred stock	10,840	7,002	6,022	9,703
Restricted stock awards	375	915	429	861
Total anti-dilutive shares	18,402	15,729	10,380	21,411

Liquidity and Going Concern

The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Pursuant to ASC Topic 205-40, “Going Concern,” the Company is required to evaluate whether there is substantial doubt about its ability to continue as a going concern each reporting period. In evaluating the Company’s ability to continue as a going concern for this reporting period, management evaluated the conditions and events that could raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date of the filing of these financial statements (November 14, 2022). Management considered the Company’s ability to forecast future cash flows, current financial condition, sources of liquidity and debt service obligations due on or before November 14, 2023.

The Company has been and continues to be negatively impacted by the broad economic impact of the COVID-19 pandemic, which remains across multiple sectors, specifically disrupting logistics and global supply chains. If apprehension persists around interest rate volatility, supply chain disruptions, and COVID-19, consumer spending may be adversely impacted, causing certain advertising categories (e.g., automotive dealers) to advertise less. The Company expects continued negative impact on revenues and profitability for an undetermined period of time. Management has considered these circumstances in assessing the Company’s liquidity over the next year. Liquidity is a measure of an entity’s ability to meet potential cash requirements, maintain its assets, fund its operations, and meet the other general cash needs of its business. The Company’s liquidity is impacted by general economic, financial, competitive, and other factors beyond its control. The Company’s liquidity requirements consist primarily of funds necessary to pay its expenses, principally debt service and operational expenses, such as labor costs, and other related expenditures. The Company generally satisfies its liquidity needs through cash provided by operations. In addition, the Company has taken steps to enhance its ability to fund its operational expenses by reducing various costs and is prepared to take additional steps as necessary.

The Company has debt service obligations of approximately $11.1 million due under its Senior Credit Facility from November 14, 2022, the date of issuance of these financial statements, through November 14, 2023. Because the Company’s operating results and financial condition have been adversely impacted by the broad economic impacts of the COVID-19 pandemic, the Company’s revenues and profitability may continue to decline over the next several months, as compared to the same periods of the prior year. Because the duration and severity of the impact is unknown as of the filing of this Form 10-Q, management is unable to determine with certainty that the Company will be able to meet its liquidity needs for the next twelve months with cash and cash equivalents on hand, projected cash flows from operations, and/or additional borrowings. Under the terms of its Senior Credit Facility, the Company has certain financial covenants. Management is also unable to determine whether the Company will be in compliance with its debt covenants for the next twelve months. On November 12, MediaCo entered into Amendment No. 5 to its Senior Credit Facility, which lowered the minimum liquidity requirement to $2.0 million through December 15, 2022 and $3.0 million thereafter and removed the testing requirement for the minimum consolidated fixed charge coverage ratio covenant on September 30, 2022. There is substantial doubt that the Company will be in compliance with these covenants in subsequent periods. If necessary, management intends to request a waiver or amendment to its Senior Credit Facility and seek additional borrowings from Standard General. While the Company has been successful in obtaining waivers and amendments under its Senior Credit Facility and has also received additional liquidity from Standard General in the past, no assurances can be made that the Company will be successful or receive such liquidity in the future. Additionally, management regularly reviews our portfolio of assets and may opportunistically dispose of or otherwise monetize assets when we believe it is appropriate to do so.

Based on our evaluation of ASC Topic 205-40, “Going Concern,”, there is substantial doubt about our ability to continue as a going concern through November 14, 2023. Furthermore, depending on the duration and severity of the impacts on our businesses discussed above, we may record impairments of assets in the future.

Recent Accounting Pronouncements Not Yet Implemented

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 do not expect the adoption of the new standard to have a significant impact on our condensed consolidated financial statements.

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INTANGIBLE ASSETS AND GOODWILL

9 Months Ended

Sep. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS AND GOODWILL

2. INTANGIBLE ASSETS AND GOODWILL

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

	September 30, 2022		December 31, 2021
Indefinite-lived intangible assets
FCC licenses	$	63,266	$	63,266
Trade name	733		733
Goodwill	13,102		13,102
Definite-lived intangible assets
Customer list	201		929
Software	1,295		—
Total	$	78,597	$	78,030

Valuation of Indefinite-lived Broadcasting Licenses

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 September 30, 2022 and December 31, 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, 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.

Valuation of Goodwill

All goodwill on the condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021 is part of the Outdoor Advertising segment. The Company tests goodwill for impairment at least annually. 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. We perform this assessment annually as of 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.

Valuation of Trade Name

As a result of the purchase of our 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. We assess the trade name annually for impairment on October 1 of each year, unless indications of impairment exist during an interim period.

Definite-lived intangibles

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

		September 30, 2022						December 31, 2021
	Weighted Average Remaining Useful Life (in years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Customer list	0.2	$	2,906	$	2,705	$	201	$	2,906	$	1,977	$	929
Software	5.7	$	1,295	$	—	$	1,295	$	—	$	—	$	—

The customer list was acquired as part of the 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 the customer list.

The software was developed internally by our Radio segment and represents our updated website and mobile application, which offer increased functionality and opportunities to grow and interact with our audience. They cost $1.3 million to develop and useful lives of five years and seven years were assigned to the application and website, respectively.

Total amortization expense from definite-lived intangible assets for the three and nine-month periods ended September 30, 2022 was $0.2 million and $0.7 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 Company estimates amortization expense of $0.3 million for the remainder of the year ending December 31, 2022 and $0.2 million each year for the next five years.

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REVENUE

9 Months Ended

Sep. 30, 2022

Revenue from Contract with Customer [Abstract]

REVENUE

3. REVENUE

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.

Radio Advertising

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.

Outdoor Advertising

Our outdoor advertising business has approximately 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

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

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 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

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 Note 10).

Disaggregation of revenue

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

	Three Months Ended September 30,								Nine Months Ended September 30,
	2022		% of Total		2021		% of Total		2022		% of Total		2021		% of Total
Revenue by Source:
Radio Advertising	$	6,029	51.0	%	$	8,073	45.3	%	$	19,025	48.1	%	$	21,941	52.3	%
Outdoor Advertising (1)	3,273		27.7	%	3,197		17.9	%	9,734		24.6	%	9,407		22.4	%
Nontraditional	276		2.3	%	4,206		23.6	%	3,633		9.2	%	4,635		11.1	%
Digital	962		8.1	%	1,001		5.6	%	3,280		8.3	%	2,151		5.1	%
Other	1,285		10.9	%	1,343		7.6	%	3,840		9.8	%	3,805		9.1	%
Total net revenues	$	11,825			$	17,820			$	39,512			$	41,939

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

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LONG-TERM DEBT

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

LONG-TERM DEBT

4. LONG-TERM DEBT

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

	September 30, 2022		December 31, 2021
Senior credit facility	$	66,737	$	68,343
Notes payable to Emmis	6,124		6,154
Notes payable to SG Broadcasting	—		27,574
Less: Current maturities	(3,672)		(2,754)
Less: Unamortized original issue discount	(1,306)		(1,790)
Total long-term debt, net of current portion and debt discount	$	67,883	$	97,527

Senior secured term loan agreement

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 1.0% 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, 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). Most recently, on May 19, 2021, the Company entered into Amendment No. 4 to its Senior Credit Facility. Under the terms of Amendment No. 4:

•SG Broadcasting agreed to contribute up to $7.0 million to the Company in the form of subordinated debt, with $3.0 million contributed at closing, $1.0 million contributed on June 1, 2021, and up to an additional $3.0 million to be contributed through June 30, 2022, if necessary, to satisfy certain conditions described in Amendment No. 4;

•the Company made a principal payment of $3.0 million to reduce borrowings outstanding under the Senior Credit Facility;

•no quarterly scheduled principal payments are required through and including the quarter ending September 30, 2022;

•the Minimum Consolidated Fixed Charge Coverage Ratio (as defined in the Senior Credit Facility) was reduced to 1.00:1.00 from April 1, 2020 through and including December 31, 2022, with it increasing to 1.10:1.00 on and after January 1, 2023;

•for purposes of calculating compliance with the Minimum Consolidated Fixed Charge Coverage Ratio, Consolidated EBITDA (as defined in the Senior Credit Facility) includes certain amounts contributed by SG Broadcasting in the form of subordinated debt or equity, including those described above;

•for purposes of calculating the Company’s borrowing base under the Senior Credit Facility, the multiple applied to Billboard Cash Flow (as defined in the Senior Credit Facility) increased from 3.5 to 5.0 and the advance rate applied to the radio stations’ FCC licenses increased from 60% to 70%;

•at any time the multiple applied to Billboard Cash Flow exceeds 3.5 or the advance rate applied to the radio stations’ FCC licenses exceeds 60%, an incremental annual interest rate of 1.0% applies and is paid in kind monthly;

•certain specified events of default were waived; and

•an amendment fee of $0.4 million was paid in cash.

For the period May 19, 2021 through 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 exceeded 60% in order for the Company to achieve minimal compliance with its loan to value covenant. Therefore, the incremental annual interest rate of 1.0% applied during this period and additional interest payments of $0.2 million were paid in kind during the three-month period ended March 31, 2022, all of which were added to the principal balance outstanding. For the period from April 1, 2022 to September 30, 2022, the incremental annual interest rate of 1.0% did not apply as the principal balance outstanding was less than the minimum borrowing base.

As of September 30, 2022, there was $66.7 million outstanding under the Senior Credit Facility, carried net of a total unamortized discount of $1.3 million.

On November 12, 2022, MediaCo entered into Amendment No. 5 to its Senior Credit Facility, which lowered the minimum liquidity requirement to $2.0 million through December 15, 2022 and $3.0 million thereafter and removed the testing requirement for the minimum consolidated fixed charge coverage ratio covenant on September 30, 2022. There is substantial doubt that the Company will be in compliance with these covenants in subsequent periods. See further discussion in Note 1.

Emmis Convertible Promissory Note

The Emmis Convertible Promissory Note (as defined below) carries interest at a base rate equal to the interest on any senior credit facility, including any applicable paid in kind rate, or if no 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 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, 2022, the principal balance outstanding under the Emmis Convertible Promissory Note was $6.1 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”) carry interest at a base rate equal to the interest on any senior credit facility, including any applicable paid in kind rate, or if no 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 SG Broadcasting Promissory Notes mature on May 25, 2025. Additionally, interest under the SG Broadcasting Promissory 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.

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 no 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.

On July 28, 2022, SG Broadcasting exercised its right to convert the outstanding principal and accrued but unpaid interest on the SG Broadcasting Promissory Notes of $28.0 million and $1.9 million, respectively, for 12.9 million of the Company's Class A common stock. See Note 5.

Based on amounts outstanding at September 30, 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		Total Payments
Remainder of 2022	$	918	$	—	$	918
2023	3,672		—		3,672
2024	62,147		6,124		68,271
Thereafter	—		—		—
Total	$	66,737	$	6,124	$	72,861

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REGULATORY, LEGAL AND OTHER MATTERS

9 Months Ended

Sep. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

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 no legal proceedings pending against the Company that we believe are likely to have a material adverse effect on the Company.

On April 1, 2022, 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 year ended December 31, 2021, reporting net loss from continuing operations of $6.1 million.

Pursuant to the Nasdaq Letter, the Company had 45 calendar days from the date of the Nasdaq Letter to submit a plan to regain compliance, and submitted such a plan during this period. The plan was accepted and Nasdaq granted an extension of up to 180 calendar days from the date of the Nasdaq Letter to evidence compliance.

On July 28, 2022, the holder exercised its right under the SG Broadcasting Promissory Notes to convert the outstanding principal and accrued but unpaid interest of $28.0 million and $1.9 million, respectively, for 12.9 million shares of the Company's Class A common stock. The Note Conversion increased the Company’s stockholders’ equity by approximately $29.9 million. As a result, the Company regained compliance with the stockholders’ equity requirement based upon the transactions and events described above.

On August 1, 2022, Nasdaq sent the Company a letter confirming conditional compliance with Listing Rule 5550(b)(1), reminding the Company that it must maintain compliance on a go forward basis (the “Nasdaq Compliance Letter”).

The Company understands that Nasdaq will continue to monitor the Company’s ongoing compliance with the stockholders’ equity requirement. In the event the Company fails to maintain compliance within the plan period, the Company may be subject to delisting from Nasdaq. The Company would have the right to a hearing before an independent panel with respect to a delisting decision, which hearing request would stay the decision pending the conclusion of the hearing process.

Neither the Nasdaq Letter nor the Nasdaq Compliance Letter, 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.”

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INCOME TAXES

9 Months Ended

Sep. 30, 2022

Income Tax Disclosure [Abstract]

INCOME TAXES

6. INCOME TAXES

The effective tax rate for the nine months ended September 30, 2022, and 2021 was (2)% and (8)%, respectively. Our effective tax rate for the nine months ended September 30, 2022 differs from the statutory tax rate primarily due to the recognition of additional valuation allowance.

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LEASES

9 Months Ended

Sep. 30, 2022

Leases [Abstract]

LEASES

7. LEASES

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 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 for the nine months ended September 30, 2022 and 2021 was $0.1 million. Variable lease expense for the three months ended September 30, 2022 and 2021 was not material.

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

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Operating lease cost	$	1,278	$	1,265	$	3,846	$	3,769
Operating cash flows from operating leases	1,300		1,274		4,120		3,860
Right-of-use assets obtained in exchange for new operating lease liabilities	50		—		415		314

	September 30, 2022		December 31, 2021
Weighted average remaining lease term - operating leases (in years)	8.4		8.5
Weighted average discount rate - operating leases	9.6	%	9.4	%

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

Year ending December 31,
Remainder of 2022	$	1,420
2023	4,476
2024	2,892
2025	2,874
2026	2,743
After 2026	12,927
Total lease payments	27,332
Less imputed interest	(8,700)
Total recorded lease liabilities	$	18,632

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, 2022, is as follows:

Year ending December 31,
Remainder of 2022	$	2,397
2023	3,479
2024	206
2025	42
2026	4
After 2026	—

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ASSET RETIREMENT OBLIGATIONS

9 Months Ended

Sep. 30, 2022

Asset Retirement Obligation Disclosure [Abstract]

ASSET RETIREMENT OBLIGATIONS

8. ASSET RETIREMENT OBLIGATIONS

The Company’s asset retirement 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, 2021	$	7,267
Additions to asset retirement obligations	51
Accretion expense	586
Liabilities settled	(77)
Balance at September 30, 2022	$	7,827

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SEGMENT INFORMATION

9 Months Ended

Sep. 30, 2022

Segment Reporting [Abstract]

SEGMENT INFORMATION

9. SEGMENT INFORMATION

The Company’s operations are aligned into two business segments: Radio and Outdoor Advertising. Radio includes the operations and results of WQHT-FM and WBLS-FM, and 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, 2021, and in Note 1 to these condensed consolidated financial statements, are applied consistently across segments.

The following tables present the Company's segment results for the three and nine months ended September 30, 2022 and 2021:

Three Months Ended September 30, 2022	Radio		Outdoor Advertising		All Other		Consolidated
Net revenues	$	8,270	$	3,555	$	—	$	11,825
Operating expenses excluding depreciation and amortization expense	6,983		2,619		—		9,602
Corporate expenses	—		—		1,460		1,460
Depreciation and amortization	85		821		—		906
Loss on disposal of assets	—		26		—		26
Operating income (loss)	$	1,202	$	89	$	(1,460)	$	(169)

Three Months Ended September 30, 2021	Radio		Outdoor Advertising		All Other		Consolidated
Net revenues	$	14,361	$	3,459	$	—	$	17,820
Operating expenses excluding depreciation and amortization expense	10,467		2,073		—		12,540
Corporate expenses	—		—		2,422		2,422
Depreciation and amortization	179		889		—		1,068
Gain on disposal of assets	—		—		—		—
Operating income (loss)	$	3,715	$	497	$	(2,422)	$	1,790

Nine Months Ended September 30, 2022	Radio		Outdoor Advertising		All Other		Consolidated
Net revenues	$	28,914	$	10,598	$	—	$	39,512
Operating expenses excluding depreciation and amortization expense	24,930		7,920		—		32,850
Corporate expenses	—		—		5,286		5,286
Depreciation and amortization	272		2,468		—		2,740
Loss on disposal of assets	—		71		—		71
Operating income (loss)	$	3,712	$	139	$	(5,286)	$	(1,435)

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

Total Assets	Radio		Outdoor Advertising		Consolidated
September 30, 2022	$	84,843	$	55,081	$	139,924
December 31, 2021	90,485		57,725		148,210

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RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2022

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

10. RELATED PARTY TRANSACTIONS

Transaction Agreement with Emmis and SG Broadcasting

On June 28, 2019, MediaCo entered into a Contribution and Distribution Agreement with Emmis Communications Corporation ("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 ten votes per share and the common stock acquired by Emmis and distributed to Emmis’ shareholders is entitled to one vote per share.

The sale closed on November 25, 2019, at which time MediaCo and Emmis also entered into 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 months ended September 30, 2021, MediaCo recorded $0.9 million of management fee expense, which is included in corporate expenses in the accompanying condensed consolidated statements of operations. The Employee Leasing Agreement was terminated in January 2021 at the expiration of the initial term.

Convertible Promissory Notes

As a result of the transaction described above, on November 25, 2019, we issued convertible promissory notes to both Emmis (such note, the "Emmis Convertible Promissory Note") and SG Broadcasting (such note, the "November 2019 SG Broadcasting Promissory Note") 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 November 2019 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 November 2019 SG Broadcasting Promissory Note for working capital purposes.

On March 27, 2020, the Company and SG Broadcasting further amended and restated the November 2019 SG Broadcasting Promissory Note (as so amended and restated, the "Second Amended and Restated 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 Broadcasting 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 Broadcasting 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 an additional promissory note (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 November 2019 and Additional SG Broadcasting Promissory Notes, respectively.

On May 19, 2021, the Company issued to SG Broadcasting an additional promissory note (the "May 2021 SG Broadcasting Promissory Note" and, collectively with the November 2019 and Additional SG Broadcasting Promissory Notes, the "SG Broadcasting Promissory Notes"), 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 November 2019 and Additional SG Broadcasting Promissory Notes 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 Notes, respectively.

On May 19, 2022, annual interest of $0.4 million was paid in kind and added to the principal balance of the SG Broadcasting Promissory Notes.

On July 28, 2022, SG Broadcasting exercised its right under the SG Broadcasting Promissory Notes to fully convert the outstanding principal and accrued but unpaid interest into the Company's Class A common stock. See Note 5.

On August 19, 2022, Emmis exercised its right under the Emmis Convertible Promissory Note to convert $30 thousand of the outstanding principal for 11 thousand shares of the Company's Class A common stock.

Consequently, the principal amount outstanding as of September 30, 2022 under the Emmis Convertible Promissory Note was $6.1 million.

The Company recognized interest expense of $0.6 million and $0.5 million related to the Emmis Convertible Promissory Note for the nine months ended September 30, 2022, and 2021, respectively. The Company recognized interest expense of $1.8 million related to the SG Broadcasting Promissory Notes for both the nine months ended September 30, 2022, and 2021.

The terms of these notes are described in Note 4.

Convertible Preferred Stock

On December 13, 2019, in connection with the purchase of our 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 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 (see Note 4), or if no 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 payment in kind increased the accrued value of the preferred stock and no 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, 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 participating securities and we calculate earnings per share using the two-class method.

Dividends on Series A Convertible Preferred Stock held by SG Broadcasting were $2.5 million and $2.0 million, respectively, for the nine months ended September 30, 2022, and 2021. As of September 30, 2022, and December 31, 2021, unpaid cumulative dividends were $2.6 million and $0.2 million, respectively, and included in the balance of preferred stock in the accompanying condensed consolidated balance sheets.

Loan Proceeds Participation Agreement

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 2021, Emmis received notification the full amount of the loan was forgiven.

Management Agreement for Billboards LLC

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, a term of three years, and customary provisions on limitation of liability and indemnification. $0.1 million of income was recognized for the nine months ended September 30, 2022 and 2021. $0.2 million and $0.1 million of out-of-pocket expenses were incurred for the nine months ended September 30, 2022 and 2021, respectively, in relation to the Billboard Agreement, $0.1 million of which was outstanding at September 30, 2022 and December 31, 2021.

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SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2022

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

11. SUBSEQUENT EVENTS

On November 12, 2022, MediaCo entered into Amendment No. 5 to its Senior Credit Facility, which lowered the minimum liquidity requirement to $2.0 million through December 15, 2022 and $3.0 million thereafter and removed the testing requirement for the minimum consolidated fixed charge coverage ratio covenant on September 30, 2022. There is substantial doubt that the Company will be in compliance with these covenants in subsequent periods. See further discussion in Note 1.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

Organization

Organization

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

Our assets consist of two radio stations, WQHT-FM and WBLS-FM (the “Stations”), which serve the New York City demographic market area that primarily targets Black, Hispanic, and multi-cultural consumers, as well as approximately 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 digital advertising sales, but we also generate revenues from events, including sponsorships and ticket sales, licensing, and syndication.

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

Capital Structure Changes

On July 28, 2022, SG Broadcasting LLC ("SG Broadcasting") exercised its right to convert the outstanding principal and accrued but unpaid interest on the SG Broadcasting Promissory Notes (as defined in Note 10) of $28.0 million and $1.9 million, respectively, into 12.9 million shares of the Company's Class A common stock. See Note 5.

Basis of Presentation and Consolidation

Basis of Presentation and Consolidation

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.

Cash and Cash Equivalents

Cash and Cash Equivalents

We consider time deposits, money market fund shares and all highly liquid debt investment instruments with original maturities of nine months or less to be cash equivalents. At times, such deposits may be in excess of FDIC insurance limits.

Fair Value Measurements

Fair Value Measurements

Fair value is the exchange price to sell an asset or transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The Company uses market data or assumptions 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 may be readily observable, corroborated by market data, or generally unobservable. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. We have no 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 including those described in Note 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 2 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.

Estimates

EstimatesThe preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported 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 the consequences caused by the pandemic. The Company has considered information available to it as of the date of issuance of these financial statements and is not aware of any specific events or circumstances that would require an update to its estimates or judgments, or a revision to the carrying value of its assets or liabilities. These estimates may change as new events occur and additional information becomes available. Actual results could differ materially from these estimates.

Earnings Per Share

Earnings Per Share

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:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Net loss	$	(2,651)	$	(1,188)	$	(9,847)	$	(3,498)
Preferred dividends	838		709		2,456		2,012
Net loss attributable to common shareholders	$	(3,489)	$	(1,897)	$	(12,303)	$	(5,510)
Basic and diluted weighted average common shares outstanding	16,853		7,201		10,778		7,168
Basic and diluted net loss attributable to common shareholders	$	(0.21)	$	(0.26)	$	(1.14)	$	(0.77)

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, having an aggregate offering price of up to $12.5 million. No shares were sold during the nine-month period ended September 30, 2022.

The following convertible equity shares and restricted stock awards were excluded from the calculation of diluted net (loss) income per share because their effect would have been anti-dilutive.

	Three Months Ended September 30,		Nine Months Ended September 30,
(in thousands)	2022	2021	2022	2021
Convertible Emmis promissory note	2,494	1,614	1,386	2,237
Convertible Standard General promissory notes	4,693	6,198	2,543	8,610
Series A convertible preferred stock	10,840	7,002	6,022	9,703
Restricted stock awards	375	915	429	861
Total anti-dilutive shares	18,402	15,729	10,380	21,411

New Accounting Pronouncements, Policy

Recent Accounting Pronouncements Not Yet Implemented

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 do not expect the adoption of the new standard to have a significant impact on our condensed consolidated financial statements.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

Reconciliation of Basic and Diluted Net Loss per Share Attributable to Common Shareholders

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Net loss	$	(2,651)	$	(1,188)	$	(9,847)	$	(3,498)
Preferred dividends	838		709		2,456		2,012
Net loss attributable to common shareholders	$	(3,489)	$	(1,897)	$	(12,303)	$	(5,510)
Basic and diluted weighted average common shares outstanding	16,853		7,201		10,778		7,168
Basic and diluted net loss attributable to common shareholders	$	(0.21)	$	(0.26)	$	(1.14)	$	(0.77)

Schedule of Convertible Equity Shares and Restricted Stock Awards Excluded from Calculation of Diluted Net Loss per Share

The following convertible equity shares and restricted stock awards were excluded from the calculation of diluted net (loss) income per share because their effect would have been anti-dilutive.

	Three Months Ended September 30,		Nine Months Ended September 30,
(in thousands)	2022	2021	2022	2021
Convertible Emmis promissory note	2,494	1,614	1,386	2,237
Convertible Standard General promissory notes	4,693	6,198	2,543	8,610
Series A convertible preferred stock	10,840	7,002	6,022	9,703
Restricted stock awards	375	915	429	861
Total anti-dilutive shares	18,402	15,729	10,380	21,411

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INTANGIBLE ASSETS AND GOODWILL (Tables)

9 Months Ended

Sep. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets

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

	September 30, 2022		December 31, 2021
Indefinite-lived intangible assets
FCC licenses	$	63,266	$	63,266
Trade name	733		733
Goodwill	13,102		13,102
Definite-lived intangible assets
Customer list	201		929
Software	1,295		—
Total	$	78,597	$	78,030

Schedule of Definite-Lived Intangible Assets

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

		September 30, 2022						December 31, 2021
	Weighted Average Remaining Useful Life (in years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Customer list	0.2	$	2,906	$	2,705	$	201	$	2,906	$	1,977	$	929
Software	5.7	$	1,295	$	—	$	1,295	$	—	$	—	$	—

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REVENUE (Tables)

9 Months Ended

Sep. 30, 2022

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

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

	Three Months Ended September 30,								Nine Months Ended September 30,
	2022		% of Total		2021		% of Total		2022		% of Total		2021		% of Total
Revenue by Source:
Radio Advertising	$	6,029	51.0	%	$	8,073	45.3	%	$	19,025	48.1	%	$	21,941	52.3	%
Outdoor Advertising (1)	3,273		27.7	%	3,197		17.9	%	9,734		24.6	%	9,407		22.4	%
Nontraditional	276		2.3	%	4,206		23.6	%	3,633		9.2	%	4,635		11.1	%
Digital	962		8.1	%	1,001		5.6	%	3,280		8.3	%	2,151		5.1	%
Other	1,285		10.9	%	1,343		7.6	%	3,840		9.8	%	3,805		9.1	%
Total net revenues	$	11,825			$	17,820			$	39,512			$	41,939

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

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LONG-TERM DEBT (Tables)

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Schedule of Long-Term Debt

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

	September 30, 2022		December 31, 2021
Senior credit facility	$	66,737	$	68,343
Notes payable to Emmis	6,124		6,154
Notes payable to SG Broadcasting	—		27,574
Less: Current maturities	(3,672)		(2,754)
Less: Unamortized original issue discount	(1,306)		(1,790)
Total long-term debt, net of current portion and debt discount	$	67,883	$	97,527

Schedule of Mandatory Principal Payments of Long-Term Debt

Based on amounts outstanding at September 30, 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		Total Payments
Remainder of 2022	$	918	$	—	$	918
2023	3,672		—		3,672
2024	62,147		6,124		68,271
Thereafter	—		—		—
Total	$	66,737	$	6,124	$	72,861

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LEASES (Tables)

9 Months Ended

Sep. 30, 2022

Leases [Abstract]

Schedule of Impact of Operating Leases to Condensed Consolidated Financial Statements

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Operating lease cost	$	1,278	$	1,265	$	3,846	$	3,769
Operating cash flows from operating leases	1,300		1,274		4,120		3,860
Right-of-use assets obtained in exchange for new operating lease liabilities	50		—		415		314

	September 30, 2022		December 31, 2021
Weighted average remaining lease term - operating leases (in years)	8.4		8.5
Weighted average discount rate - operating leases	9.6	%	9.4	%

Schedule of Annual Minimum Lease Payments of Operating Lease Liabilities

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

Year ending December 31,
Remainder of 2022	$	1,420
2023	4,476
2024	2,892
2025	2,874
2026	2,743
After 2026	12,927
Total lease payments	27,332
Less imputed interest	(8,700)
Total recorded lease liabilities	$	18,632

Schedule of Minimum Fixed Lease Consideration Under Non-cancelable Operating Leases Excluding Variable Lease Consideration

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, 2022, is as follows:

Year ending December 31,
Remainder of 2022	$	2,397
2023	3,479
2024	206
2025	42
2026	4
After 2026	—

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ASSET RETIREMENT OBLIGATIONS (Tables)

9 Months Ended

Sep. 30, 2022

Asset Retirement Obligation Disclosure [Abstract]

Schedule of Information Related to Asset Retirement Obligations

The following table reflects information related to our asset retirement obligations.

Balance at December 31, 2021	$	7,267
Additions to asset retirement obligations	51
Accretion expense	586
Liabilities settled	(77)
Balance at September 30, 2022	$	7,827

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SEGMENT INFORMATION (Tables)

9 Months Ended

Sep. 30, 2022

Segment Reporting [Abstract]

Schedule of Results of Operations of Business Segments

The following tables present the Company's segment results for the three and nine months ended September 30, 2022 and 2021:

Three Months Ended September 30, 2022	Radio		Outdoor Advertising		All Other		Consolidated
Net revenues	$	8,270	$	3,555	$	—	$	11,825
Operating expenses excluding depreciation and amortization expense	6,983		2,619		—		9,602
Corporate expenses	—		—		1,460		1,460
Depreciation and amortization	85		821		—		906
Loss on disposal of assets	—		26		—		26
Operating income (loss)	$	1,202	$	89	$	(1,460)	$	(169)

Three Months Ended September 30, 2021	Radio		Outdoor Advertising		All Other		Consolidated
Net revenues	$	14,361	$	3,459	$	—	$	17,820
Operating expenses excluding depreciation and amortization expense	10,467		2,073		—		12,540
Corporate expenses	—		—		2,422		2,422
Depreciation and amortization	179		889		—		1,068
Gain on disposal of assets	—		—		—		—
Operating income (loss)	$	3,715	$	497	$	(2,422)	$	1,790

Nine Months Ended September 30, 2022	Radio		Outdoor Advertising		All Other		Consolidated
Net revenues	$	28,914	$	10,598	$	—	$	39,512
Operating expenses excluding depreciation and amortization expense	24,930		7,920		—		32,850
Corporate expenses	—		—		5,286		5,286
Depreciation and amortization	272		2,468		—		2,740
Loss on disposal of assets	—		71		—		71
Operating income (loss)	$	3,712	$	139	$	(5,286)	$	(1,435)

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

Total Assets	Radio		Outdoor Advertising		Consolidated
September 30, 2022	$	84,843	$	55,081	$	139,924
December 31, 2021	90,485		57,725		148,210

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details)		9 Months Ended
	Jul. 28, 2022 USD ($) shares	Sep. 30, 2022 USD ($) RadioStation Structure $ / shares	Sep. 30, 2021 USD ($)	Nov. 14, 2022 USD ($)	Nov. 11, 2022 USD ($)	Dec. 31, 2021 $ / shares	Aug. 20, 2021 USD ($)
Significant Accounting Policies [Line Items]
Number of radio stations | RadioStation		2
Number of advertising structures | Structure		3,500
Proceeds from issuance of class A common stock		$ 0	$ 180,000
Senior credit facility | Subsequent Event
Significant Accounting Policies [Line Items]
Debt and Lease Obligation				$ 11,100,000
Debt instrument, minimum liquidity requirement, remainder of fiscal year					$ 2,000,000
Debt instrument, minimum liquidity requirement, thereafter					$ 3,000,000
Conversion of SG Broadcasting Promissory Notes To Common Stock
Significant Accounting Policies [Line Items]
Debt conversion, original debt, amount, principal	$ 28,000,000
Debt instrument, convertible promissory note	$ 1,900,000
Class A Common Stock
Significant Accounting Policies [Line Items]
Common stock, par value (in dollars per share) | $ / shares		$ 0.01				$ 0.01
Class A Common Stock | Conversion of SG Broadcasting Promissory Notes To Common Stock
Significant Accounting Policies [Line Items]
Debt conversion, common stock (in shares) | shares	12,900,000
Class A Common Stock | At market issuance sales agreement | B. Riley Securities, Inc.,
Significant Accounting Policies [Line Items]
Aggregate offering price							$ 12,500,000
Proceeds from issuance of class A common stock		$ 0
Fair value measurements recurring | Level 3
Significant Accounting Policies [Line Items]
Assets		0
Liabilities		$ 0

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Basic and Diluted Net Loss per Share Attributable to Common Shareholders (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended		12 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Accounting Policies [Abstract]
Net loss	$ (2,651)	$ (2,903)	$ (4,293)	$ (1,188)	$ 943	$ (3,253)	$ (9,847)	$ (3,498)	$ (6,100)
Preferred dividends	838			709			2,456	2,012
Net income (loss) available to common stockholders, less undistributed earnings, diluted	(3,489)			(1,897)			(12,303)	(5,510)
Net income (loss) available to common stockholders, less undistributed earnings, basic	$ (3,489)			$ (1,897)			$ (12,303)	$ (5,510)
Basic weighted average number of common shares outstanding (in shares)	16,853,000			7,201,000			10,778,000	7,168,000
Basic net (loss) income per share attributable to common shareholders (in dollars per share)	$ (0.21)			$ (0.26)			$ (1.14)	$ (0.77)

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Convertible Equity Shares and Restricted Stock Awards Excluded from Calculation of Diluted Net Loss per Share (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Shares excluded from calculation of diluted net loss per share	18,402	15,729	10,380	21,411
Restricted stock awards
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Shares excluded from calculation of diluted net loss per share	375	915	429	861
Series A convertible preferred stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Shares excluded from calculation of diluted net loss per share	10,840	7,002	6,022	9,703
Convertible Standard General promissory notes | Convertible Promissory Note
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Shares excluded from calculation of diluted net loss per share	4,693	6,198	2,543	8,610
Convertible Emmis promissory note | Convertible Promissory Note
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Shares excluded from calculation of diluted net loss per share	2,494	1,614	1,386	2,237

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INTANGIBLE ASSETS AND GOODWILL - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Indefinite Lived And Finite Lived Intangible Assets [Line Items]
Goodwill	$ 13,102	$ 13,102
Total	78,597	78,030
Customer list
Indefinite Lived And Finite Lived Intangible Assets [Line Items]
Definite-lived intangible assets	201	929
Software
Indefinite Lived And Finite Lived Intangible Assets [Line Items]
Definite-lived intangible assets	1,295	0
FCC licenses
Indefinite Lived And Finite Lived Intangible Assets [Line Items]
Indefinite-lived intangible assets	63,266	63,266
Trade name
Indefinite Lived And Finite Lived Intangible Assets [Line Items]
Indefinite-lived intangible assets	$ 733	$ 733

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INTANGIBLE ASSETS AND GOODWILL - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Indefinite-lived and Finite-lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 0.2	$ 0.3	$ 0.7	$ 0.9
Estimate amortization expense, remainder of 2022	0.3		0.3
Expected amortization, year one	0.2		0.2
Expected amortization, year two	0.2		0.2
Expected amortization, year three	0.2		0.2
Expected amortization, year four	0.2		0.2
Expected amortization, year five	0.2		0.2
FMG Valdosta, LLC and FMG Kentucky, LLC | Trade name
Indefinite-lived and Finite-lived Intangible Assets [Line Items]
Finite-lived intangible assets acquired preliminary valuation			0.7
FMG Valdosta, LLC and FMG Kentucky, LLC | Customer list
Indefinite-lived and Finite-lived Intangible Assets [Line Items]
Finite-lived intangible assets acquired preliminary valuation			$ 2.9
Acquired finite-lived intangible assets useful life			3 years
FMG Valdosta, LLC and FMG Kentucky, LLC | Software
Indefinite-lived and Finite-lived Intangible Assets [Line Items]
Finite-lived intangible assets acquired preliminary valuation			$ 1.3
FMG Valdosta, LLC and FMG Kentucky, LLC | Mobile App
Indefinite-lived and Finite-lived Intangible Assets [Line Items]
Acquired finite-lived intangible assets useful life			7 years
FMG Valdosta, LLC and FMG Kentucky, LLC | Website
Indefinite-lived and Finite-lived Intangible Assets [Line Items]
Acquired finite-lived intangible assets useful life			5 years
FCC licenses
Indefinite-lived and Finite-lived Intangible Assets [Line Items]
Indefinite-lived intangible assets, carrying amount	$ 63.3		$ 63.3		$ 63.3

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INTANGIBLE ASSETS AND GOODWILL - Schedule of Definite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Customer list
Finite Lived Intangible Assets [Line Items]
Weighted Average Remaining Useful Life (in years)	2 months 12 days
Gross Carrying Amount	$ 2,906	$ 2,906
Accumulated Amortization	2,705	1,977
Net Carrying Amount	$ 201	929
Software
Finite Lived Intangible Assets [Line Items]
Weighted Average Remaining Useful Life (in years)	5 years 8 months 12 days
Gross Carrying Amount	$ 1,295	0
Accumulated Amortization	0	0
Net Carrying Amount	$ 1,295	$ 0

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REVENUE - Narrative (Details)	9 Months Ended
	Sep. 30, 2022 face
Disaggregation Of Revenue [Line Items]
Advertising agency fee rate based on gross revenue	15.00%
Outdoor Advertising
Disaggregation Of Revenue [Line Items]
Number of advertising business	3,500

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REVENUE - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Disaggregation Of Revenue [Line Items]
Total net revenues	$ 11,825	$ 17,820	$ 39,512	$ 41,939
Radio Advertising
Disaggregation Of Revenue [Line Items]
Total net revenues	$ 6,029	$ 8,073	$ 19,025	$ 21,941
Radio Advertising | Revenue, product and service benchmark | Product concentration risk
Disaggregation Of Revenue [Line Items]
Percentage of revenue	51.00%	45.30%	48.10%	52.30%
Outdoor Advertising
Disaggregation Of Revenue [Line Items]
Total net revenues	$ 3,273	$ 3,197	$ 9,734	$ 9,407
Outdoor Advertising | Revenue, product and service benchmark | Product concentration risk
Disaggregation Of Revenue [Line Items]
Percentage of revenue	27.70%	17.90%	24.60%	22.40%
Nontraditional
Disaggregation Of Revenue [Line Items]
Total net revenues	$ 276	$ 4,206	$ 3,633	$ 4,635
Nontraditional | Revenue, product and service benchmark | Product concentration risk
Disaggregation Of Revenue [Line Items]
Percentage of revenue	2.30%	23.60%	9.20%	11.10%
Digital
Disaggregation Of Revenue [Line Items]
Total net revenues	$ 962	$ 1,001	$ 3,280	$ 2,151
Digital | Revenue, product and service benchmark | Product concentration risk
Disaggregation Of Revenue [Line Items]
Percentage of revenue	8.10%	5.60%	8.30%	5.10%
Other
Disaggregation Of Revenue [Line Items]
Total net revenues	$ 1,285	$ 1,343	$ 3,840	$ 3,805
Other | Revenue, product and service benchmark | Product concentration risk
Disaggregation Of Revenue [Line Items]
Percentage of revenue	10.90%	7.60%	9.80%	9.10%

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LONG-TERM DEBT - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Senior credit facility	$ 66,737	$ 68,343
Less: Current maturities	(3,672)	(2,754)
Less: Unamortized original issue discount	(1,306)	(1,790)
Total long-term debt, net of current portion and debt discount	67,883	97,527
Convertible Standard General promissory notes
Debt Instrument [Line Items]
Notes payable	0	27,574
Convertible Emmis promissory note
Debt Instrument [Line Items]
Notes payable	$ 6,124	$ 6,154

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LONG-TERM DEBT - Narrative (Details)							3 Months Ended	6 Months Ended	9 Months Ended	10 Months Ended	33 Months Ended
	Jan. 01, 2023	Jul. 28, 2022 USD ($) shares	Nov. 25, 2021	May 20, 2021	May 19, 2021 USD ($)	Dec. 12, 2020	Mar. 31, 2022 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2022 USD ($)	Mar. 31, 2022	Dec. 31, 2022	Nov. 11, 2022 USD ($)	Jun. 30, 2022 USD ($)	Mar. 18, 2022 USD ($)	Dec. 31, 2021 USD ($)	Jun. 01, 2021 USD ($)	Dec. 13, 2019
Debt Instrument [Line Items]
Debt instrument, amount of amendment fee added to principal amount					$ 400,000
Principal amount outstanding								$ 72,861,000	$ 72,861,000
Credit facility, debt discount								1,306,000	1,306,000						$ 1,790,000
Debt instrument interest percentage																	6.00%
Debt instrument increasing interest rate of each successive anniversary						1.00%
Conversion of SG Broadcasting Promissory Notes To Common Stock
Debt Instrument [Line Items]
Debt conversion, original debt, amount, principal		$ 28,000,000
Debt instrument, convertible promissory note		$ 1,900,000
Conversion of SG Broadcasting Promissory Notes To Common Stock | Class A Common Stock
Debt Instrument [Line Items]
Debt conversion, common stock (in shares) | shares		12,900,000
Convertible Emmis promissory note
Debt Instrument [Line Items]
Principal amount outstanding								6,124,000	6,124,000
Convertible Standard General promissory notes | Convertible Promissory Note | Convertible Emmis promissory note
Debt Instrument [Line Items]
Principal amount outstanding								$ 6,100,000	$ 6,100,000
Debt instrument interest percentage								6.00%	6.00%
Additional payment of interest in kind									1.00%
Debt instrument increasing interest rate of second anniversary									1.00%
Debt instrument increasing interest rate of each successive anniversary									1.00%
Convertible Standard General promissory notes | Second Amended and Restated SG Broadcasting Promissory Note
Debt Instrument [Line Items]
Debt instrument interest percentage								6.00%	6.00%
Debt instrument increasing interest rate of second anniversary									1.00%
Debt instrument increasing interest rate of each successive anniversary									1.00%
Convertible Standard General promissory notes | Promissory Note
Debt Instrument [Line Items]
Remaining available borrowings capacity														$ 3,000,000
Senior credit facility
Debt Instrument [Line Items]
Debt instrument quarterly principal payment					$ 0
Multiple applied to billboard cash flow				5.0	3.5					3.5
Additional interest payments							$ 200,000
Principal amount outstanding								$ 66,737,000	$ 66,737,000
Credit facility, debt discount								$ 1,300,000	$ 1,300,000
Senior credit facility | Subsequent Event
Debt Instrument [Line Items]
Debt instrument, minimum liquidity requirement, remainder of fiscal year												$ 2,000,000
Debt instrument, minimum liquidity requirement, thereafter												$ 3,000,000
Senior credit facility | FCC licenses
Debt Instrument [Line Items]
Formula based percentage on fair value of licenses				70.00%	60.00%					60.00%
Senior credit facility | Convertible Standard General promissory notes
Debt Instrument [Line Items]
Face amount of debt					$ 7,000,000								$ 3,000,000			$ 1,000,000
Debt instrument, face amount, contributed at closing					3,000,000
Principal payment of debt					$ 3,000,000
Debt instrument interest percentage					6.00%
Debt instrument increasing interest rate of each successive anniversary					1.00%
Senior credit facility amount					$ 7,000,000
Debt instrument additional increase in interest rate			1.00%
Senior credit facility | Paid in kind monthly
Debt Instrument [Line Items]
Incremental annual interest rate					1.00%			1.00%		1.00%
Senior credit facility | Forecast
Debt Instrument [Line Items]
Percentage of fixed charge coverage ratio	110.00%										100.00%
GACP Finance Co., LLC | Senior credit facility
Debt Instrument [Line Items]
Debt instrument, term									5 years
Percentage of fixed charge coverage ratio									110.00%
GACP Finance Co., LLC | Senior credit facility | Paid in kind monthly
Debt Instrument [Line Items]
Incremental annual interest rate									1.00%
LIBOR | GACP Finance Co., LLC | Senior credit facility
Debt Instrument [Line Items]
Interest rate of borrowing									7.50%
LIBOR floor | GACP Finance Co., LLC | Senior credit facility
Debt Instrument [Line Items]
Interest rate of borrowing									2.00%

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LONG-TERM DEBT - Schedule of Mandatory Principal Payments of Long-Term Debt (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Debt Instrument [Line Items]
Remainder of 2022	$ 918
2023	3,672
2024	68,271
Thereafter	0
Total	72,861
Convertible Emmis promissory note
Debt Instrument [Line Items]
Remainder of 2022	0
2023	0
2024	6,124
Thereafter	0
Total	6,124
Senior credit facility
Debt Instrument [Line Items]
Remainder of 2022	918
2023	3,672
2024	62,147
Thereafter	0
Total	$ 66,737

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REGULATORY, LEGAL AND OTHER MATTERS - Additional Information (Details) $ in Thousands			3 Months Ended						9 Months Ended		12 Months Ended
	Jul. 28, 2022 USD ($) shares	Apr. 01, 2022 USD ($)	Sep. 30, 2022 USD ($) LegalProceeding	Jun. 30, 2022 USD ($)	Mar. 31, 2022 USD ($)	Sep. 30, 2021 USD ($)	Jun. 30, 2021 USD ($)	Mar. 31, 2021 USD ($)	Sep. 30, 2022 USD ($) LegalProceeding	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)
Other Commitments [Line Items]
Number of legal proceedings pending | LegalProceeding			0						0
Minimum required net income from continuing operations		$ 500
Net income (loss) attributable to parent			$ (2,651)	$ (2,903)	$ (4,293)	$ (1,188)	$ 943	$ (3,253)	$ (9,847)	$ (3,498)	$ (6,100)
Conversion of convertible promissory notes			$ 29,904
Conversion of SG Broadcasting Promissory Notes To Common Stock
Other Commitments [Line Items]
Debt conversion, original debt, amount, principal	$ 28,000
Debt instrument, convertible promissory note	1,900
Conversion of convertible promissory notes	$ 29,900
Conversion of SG Broadcasting Promissory Notes To Common Stock | Class A Common Stock
Other Commitments [Line Items]
Debt conversion, common stock (in shares) | shares	12,900,000

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INCOME TAXES - Additional Information (Details)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Income Tax Disclosure [Abstract]
Effective income tax rate, percent	(2.00%)	(8.00%)

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LEASES - Narrative (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Leases [Abstract]
Variable lease expense	$ 0.1	$ 0.1

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LEASES - Schedule of Impact of Operating Leases to Condensed Consolidated Financial Statements (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Leases [Abstract]
Operating lease cost	$ 1,278	$ 1,265	$ 3,846	$ 3,769
Operating cash flows from operating leases	1,300	1,274	4,120	3,860
Right-of-use assets obtained in exchange for new operating lease liabilities	$ 50	$ 0	$ 415	$ 314
Weighted average remaining lease term - operating leases (in years)	8 years 4 months 24 days		8 years 4 months 24 days		8 years 6 months
Weighted average discount rate - operating leases	9.60%		9.60%		9.40%

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LEASES - Schedule of Annual Minimum Lease Payments of Operating Lease Liabilities (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Leases [Abstract]
Remainder of 2022	$ 1,420
2023	4,476
2024	2,892
2025	2,874
2026	2,743
After 2026	12,927
Total lease payments	27,332
Less imputed interest	(8,700)
Total recorded lease liabilities	$ 18,632

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LEASES - Schedule of Minimum Fixed Lease Consideration Under Non-cancelable Operating Leases Excluding Variable Lease Consideration (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Leases [Abstract]
Remainder of 2022	$ 2,397
2023	3,479
2024	206
2025	42
2026	4
After 2026	$ 0

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ASSET RETIREMENT OBLIGATIONS - Schedule of Information Related to Asset Retirement Obligations (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward]
Balance at December 31, 2021	$ 7,267
Additions to asset retirement obligations	51
Accretion expense	586	$ 526
Liabilities settled	(77)
Balance at September 30, 2022	$ 7,827

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SEGMENT INFORMATION - Additional Information (Details)	9 Months Ended
	Sep. 30, 2022 segment
Segment Reporting [Abstract]
Number of business segments	2

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SEGMENT INFORMATION - Schedule of Results of Operations of Business Segments (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Segment Reporting Information [Line Items]
Net revenues	$ 11,825	$ 17,820	$ 39,512	$ 41,939
Operating expenses excluding depreciation and amortization expense	9,602	12,540	32,850	28,119
Corporate expenses	1,460	2,422	5,286	5,908
Depreciation and amortization	906	1,068	2,740	3,027
Loss (gain) on disposal of assets	26	0	71	(78)
OPERATING (LOSS) INCOME	(169)	1,790	(1,435)	4,963
Total Assets	139,924		139,924		$ 148,210
All Other
Segment Reporting Information [Line Items]
Net revenues	0	0	0	0
Operating expenses excluding depreciation and amortization expense	0	0	0	0
Corporate expenses	1,460	2,422	5,286	5,908
Depreciation and amortization	0	0	0	0
Loss (gain) on disposal of assets	0	0	0	0
OPERATING (LOSS) INCOME	(1,460)	(2,422)	(5,286)	(5,908)
Radio | Operating Segments
Segment Reporting Information [Line Items]
Net revenues	8,270	14,361	28,914	31,714
Operating expenses excluding depreciation and amortization expense	6,983	10,467	24,930	21,497
Corporate expenses	0	0	0	0
Depreciation and amortization	85	179	272	553
Loss (gain) on disposal of assets	0	0	0	0
OPERATING (LOSS) INCOME	1,202	3,715	3,712	9,664
Total Assets	84,843		84,843		90,485
Outdoor Advertising | Operating Segments
Segment Reporting Information [Line Items]
Net revenues	3,555	3,459	10,598	10,225
Operating expenses excluding depreciation and amortization expense	2,619	2,073	7,920	6,622
Corporate expenses	0	0	0	0
Depreciation and amortization	821	889	2,468	2,474
Loss (gain) on disposal of assets	26	0	71	(78)
OPERATING (LOSS) INCOME	89	$ 497	139	$ 1,207
Total Assets	$ 55,081		$ 55,081		$ 57,725

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RELATED PARTY TRANSACTIONS - Transaction Agreement with Emmis and SG Broadcasting (Details) $ in Millions		9 Months Ended
	Nov. 25, 2019	Sep. 30, 2022	Sep. 30, 2021 USD ($)	Jun. 28, 2019 USD ($) vote
Employee Leasing Agreement
Related Party Transaction [Line Items]
Agreement termination date		Jan. 31, 2021
Transaction Agreement
Related Party Transaction [Line Items]
Agreement termination date		Nov. 30, 2021
Transaction Agreement | Convertible Standard General promissory notes
Related Party Transaction [Line Items]
Number of votes per share | vote				10
Convertible Emmis promissory note | Transaction Agreement
Related Party Transaction [Line Items]
Purchase price for the assets of radio stations				$ 91.5
Number of votes per share | vote				1
Convertible Emmis promissory note | Transaction Agreement | Convertible Promissory Note
Related Party Transaction [Line Items]
Notes payable				$ 5.0
Emmis Operating Company | Management Agreement
Related Party Transaction [Line Items]
Initial term	2 years
Initial term cancellable period	18 months
Emmis Operating Company | Management Agreement | Corporate Expenses
Related Party Transaction [Line Items]
Recorded fee expense			$ 0.9
MediaCo | Transaction Agreement | Emmis Communications Company
Related Party Transaction [Line Items]
Equity ownership interest				23.72%
MediaCo | Transaction Agreement | SG Broadcasting
Related Party Transaction [Line Items]
Equity ownership interest				76.28%

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RELATED PARTY TRANSACTIONS - Convertible Promissory Notes (Details) - USD ($)							3 Months Ended		9 Months Ended
	Aug. 19, 2022	Jul. 28, 2022	May 19, 2022	Nov. 25, 2021	Sep. 30, 2021	Nov. 25, 2020	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Jun. 01, 2021	May 19, 2021	Sep. 30, 2020	Aug. 28, 2020	Mar. 27, 2020	Feb. 28, 2020	Nov. 25, 2019
Related Party Transaction [Line Items]
Principal amount outstanding							$ 72,861,000		$ 72,861,000
Interest expense recognized							2,404,000	$ 2,895,000	8,185,000	$ 8,134,000
Conversion of SG Broadcasting Promissory Notes To Common Stock
Related Party Transaction [Line Items]
Debt conversion, original debt, amount, principal		$ 28,000,000
Conversion of SG Broadcasting Promissory Notes To Common Stock | Class A Common Stock
Related Party Transaction [Line Items]
Debt conversion, common stock (in shares)		12,900,000
Convertible Emmis promissory note
Related Party Transaction [Line Items]
Debt conversion, original debt, amount, principal	$ 30,000
Convertible Emmis promissory note | Class A Common Stock
Related Party Transaction [Line Items]
Debt conversion, common stock (in shares)	11,000
Second Amended Promissory Note
Related Party Transaction [Line Items]
Additional interest payments					$ 25,000
Convertible Emmis promissory note
Related Party Transaction [Line Items]
Principal amount outstanding							6,124,000		6,124,000
Convertible Emmis promissory note | Convertible Promissory Notes
Related Party Transaction [Line Items]
Face amount of debt																	$ 5,000,000
Principal amount outstanding							$ 6,100,000		6,100,000
Additional interest payments				$ 600,000		$ 500,000
Interest expense recognized									600,000	$ 500,000
SG Broadcasting
Related Party Transaction [Line Items]
Additional interest payments			$ 400,000
SG Broadcasting | Convertible Promissory Notes
Related Party Transaction [Line Items]
Face amount of debt																	6,300,000
Additional interest payments				$ 2,200,000		$ 1,100,000
Interest expense recognized									$ 1,800,000
SG Broadcasting | Convertible Promissory Notes | Maximum
Related Party Transaction [Line Items]
Face amount of debt																	$ 6,300,000
Convertible Standard General promissory notes | Promissory Note
Related Party Transaction [Line Items]
Additional loan for working capital													$ 300,000	$ 8,700,000	$ 3,000,000	$ 2,000,000
Principal amount outstanding														$ 20,000,000
Convertible Standard General promissory notes | May 2021 SG Broadcasting Promissory Note
Related Party Transaction [Line Items]
Face amount of debt											$ 1,000,000	$ 3,000,000
Senior credit facility amount												$ 7,000,000
Convertible Standard General promissory notes | Maximum | Promissory Note
Related Party Transaction [Line Items]
Face amount of debt															$ 20,000,000	$ 10,300,000

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RELATED PARTY TRANSACTIONS - Convertible Preferred Stock (Details) - USD ($)	Dec. 13, 2021	Dec. 12, 2020	Dec. 13, 2019	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2021
Related Party Transaction [Line Items]
Outstanding debt			$ 0
Debt instrument interest percentage			6.00%
Debt instrument increasing interest rate of each successive anniversary		1.00%
Dividends paid in kind	$ 2,700,000
Additional shares issued due to increase in accrued value of preferred stock	0
Preferred Stock
Related Party Transaction [Line Items]
Unpaid cumulative dividends				$ 2,600,000	$ 200,000
SG Broadcasting | Series A convertible preferred stock
Related Party Transaction [Line Items]
Preferred stock issued (in shares)			220,000
Preferred stock issued				$ 2,500,000		$ 2,000,000

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RELATED PARTY TRANSACTIONS - Loan Proceeds Participation Agreement (Details) - Employee Leasing Agreement $ in Millions	Apr. 22, 2020 USD ($)
Related Party Transaction [Line Items]
Agreed percentage to promptly pay amount equal to PPP loan	31.56%
Maximum
Related Party Transaction [Line Items]
Agreed amount to waive reimburse obligations	$ 1.5

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RELATED PARTY TRANSACTIONS - Management Agreement for Billboards LLC (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Aug. 11, 2020
Related Party Transaction [Line Items]
Management service agreement, term			3 years
Fairway
Related Party Transaction [Line Items]
Outstanding payments	$ 100
Fairway | Billboard Agreement
Related Party Transaction [Line Items]
Management services agreement, quarterly payments to counterparty			$ 25
Provisions on limitation of liability and indemnification outstanding	100
Out-of-pocket expenses	$ 200	$ 100

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SUBSEQUENT EVENTS - Additional Information (Details) - Subsequent Event - Senior credit facility $ in Millions	Nov. 11, 2022 USD ($)
Subsequent Event [Line Items]
Debt instrument, minimum liquidity requirement, remainder of fiscal year	$ 2.0
Debt instrument, minimum liquidity requirement, thereafter	$ 3.0