Close

Form 10-Q Mediaco Holding Inc. For: Jun 30

August 12, 2022 7:28 AM EDT

Get instant alerts when news breaks on your stocks. Claim your 1-week free trial to StreetInsider Premium here.
000178425412-312022Q2false2021-11-302021-01-3100017842542022-01-012022-06-300001784254us-gaap:CommonClassAMember2022-08-05xbrli:shares0001784254us-gaap:CommonClassBMember2022-08-0500017842542022-04-012022-06-30iso4217:USD00017842542021-04-012021-06-3000017842542021-01-012021-06-30iso4217:USDxbrli:shares00017842542022-06-3000017842542021-12-310001784254us-gaap:SeriesAPreferredStockMember2022-06-300001784254us-gaap:SeriesAPreferredStockMember2021-12-310001784254us-gaap:CommonClassAMember2021-12-310001784254us-gaap:CommonClassAMember2022-06-300001784254us-gaap:CommonClassBMember2022-06-300001784254us-gaap:CommonClassBMember2021-12-310001784254us-gaap:CommonClassCMember2022-06-300001784254us-gaap:CommonClassCMember2021-12-310001784254us-gaap:CommonStockMemberus-gaap:CommonClassAMember2021-12-310001784254us-gaap:CommonClassBMemberus-gaap:CommonStockMember2021-12-310001784254us-gaap:AdditionalPaidInCapitalMember2021-12-310001784254us-gaap:RetainedEarningsMember2021-12-310001784254us-gaap:RetainedEarningsMember2022-01-012022-03-3100017842542022-01-012022-03-310001784254us-gaap:CommonStockMemberus-gaap:CommonClassAMember2022-01-012022-03-310001784254us-gaap:AdditionalPaidInCapitalMember2022-01-012022-03-310001784254us-gaap:CommonStockMemberus-gaap:CommonClassAMember2022-03-310001784254us-gaap:CommonClassBMemberus-gaap:CommonStockMember2022-03-310001784254us-gaap:AdditionalPaidInCapitalMember2022-03-310001784254us-gaap:RetainedEarningsMember2022-03-3100017842542022-03-310001784254us-gaap:RetainedEarningsMember2022-04-012022-06-300001784254us-gaap:CommonStockMemberus-gaap:CommonClassAMember2022-04-012022-06-300001784254us-gaap:AdditionalPaidInCapitalMember2022-04-012022-06-300001784254us-gaap:CommonStockMemberus-gaap:CommonClassAMember2022-06-300001784254us-gaap:CommonClassBMemberus-gaap:CommonStockMember2022-06-300001784254us-gaap:AdditionalPaidInCapitalMember2022-06-300001784254us-gaap:RetainedEarningsMember2022-06-300001784254us-gaap:CommonStockMemberus-gaap:CommonClassAMember2020-12-310001784254us-gaap:CommonClassBMemberus-gaap:CommonStockMember2020-12-310001784254us-gaap:AdditionalPaidInCapitalMember2020-12-310001784254us-gaap:RetainedEarningsMember2020-12-3100017842542020-12-310001784254us-gaap:RetainedEarningsMember2021-01-012021-03-3100017842542021-01-012021-03-310001784254us-gaap:CommonStockMemberus-gaap:CommonClassAMember2021-01-012021-03-310001784254us-gaap:AdditionalPaidInCapitalMember2021-01-012021-03-310001784254us-gaap:CommonStockMemberus-gaap:CommonClassAMember2021-03-310001784254us-gaap:CommonClassBMemberus-gaap:CommonStockMember2021-03-310001784254us-gaap:AdditionalPaidInCapitalMember2021-03-310001784254us-gaap:RetainedEarningsMember2021-03-3100017842542021-03-310001784254us-gaap:RetainedEarningsMember2021-04-012021-06-300001784254us-gaap:CommonStockMemberus-gaap:CommonClassAMember2021-04-012021-06-300001784254us-gaap:AdditionalPaidInCapitalMember2021-04-012021-06-300001784254us-gaap:CommonStockMemberus-gaap:CommonClassAMember2021-06-300001784254us-gaap:CommonClassBMemberus-gaap:CommonStockMember2021-06-300001784254us-gaap:AdditionalPaidInCapitalMember2021-06-300001784254us-gaap:RetainedEarningsMember2021-06-3000017842542021-06-30mdia:RadioStationmdia:Structure0001784254mdia:ConversionOfSGBroadcastingPromissoryNotesToCommonStockMemberus-gaap:SubsequentEventMember2022-07-280001784254mdia:ConversionOfSGBroadcastingPromissoryNotesToCommonStockMemberus-gaap:SubsequentEventMemberus-gaap:CommonClassAMember2022-07-282022-07-280001784254us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2022-06-300001784254mdia:BRileySecuritiesIncorporationMembermdia:AtMarketIssuanceSalesAgreementMemberus-gaap:CommonClassAMember2021-08-200001784254mdia:BRileySecuritiesIncorporationMembermdia:AtMarketIssuanceSalesAgreementMemberus-gaap:CommonClassAMember2022-01-012022-06-300001784254mdia:ConvertiblePromissoryNoteMembermdia:EmmisCommunicationsCorporationMember2022-04-012022-06-300001784254mdia:ConvertiblePromissoryNoteMembermdia:EmmisCommunicationsCorporationMember2021-04-012021-06-300001784254mdia:ConvertiblePromissoryNoteMembermdia:EmmisCommunicationsCorporationMember2022-01-012022-06-300001784254mdia:ConvertiblePromissoryNoteMembermdia:EmmisCommunicationsCorporationMember2021-01-012021-06-300001784254srt:ParentCompanyMembermdia:ConvertiblePromissoryNoteMember2022-04-012022-06-300001784254srt:ParentCompanyMembermdia:ConvertiblePromissoryNoteMember2021-04-012021-06-300001784254srt:ParentCompanyMembermdia:ConvertiblePromissoryNoteMember2022-01-012022-06-300001784254srt:ParentCompanyMembermdia:ConvertiblePromissoryNoteMember2021-01-012021-06-300001784254us-gaap:ConvertiblePreferredStockMember2022-04-012022-06-300001784254us-gaap:ConvertiblePreferredStockMember2021-04-012021-06-300001784254us-gaap:ConvertiblePreferredStockMember2022-01-012022-06-300001784254us-gaap:ConvertiblePreferredStockMember2021-01-012021-06-300001784254us-gaap:RestrictedStockMember2022-04-012022-06-300001784254us-gaap:RestrictedStockMember2021-04-012021-06-300001784254us-gaap:RestrictedStockMember2022-01-012022-06-300001784254us-gaap:RestrictedStockMember2021-01-012021-06-300001784254us-gaap:LicensingAgreementsMember2022-06-300001784254us-gaap:LicensingAgreementsMember2021-12-310001784254us-gaap:TradeNamesMember2022-06-300001784254us-gaap:TradeNamesMember2021-12-310001784254us-gaap:CustomerListsMember2022-06-300001784254us-gaap:CustomerListsMember2021-12-310001784254mdia:FMGValdostaLLCAndFMGKentuckyLLCMemberus-gaap:TradeNamesMember2022-01-012022-06-300001784254us-gaap:CustomerListsMember2022-01-012022-06-300001784254mdia:FMGValdostaLLCAndFMGKentuckyLLCMemberus-gaap:CustomerListsMember2022-01-012022-06-30xbrli:pure0001784254mdia:OutdoorAdvertisingMember2022-01-012022-06-300001784254us-gaap:AdvertisingMember2022-04-012022-06-300001784254us-gaap:ProductConcentrationRiskMemberus-gaap:SalesRevenueProductLineMemberus-gaap:AdvertisingMember2022-04-012022-06-300001784254us-gaap:AdvertisingMember2021-04-012021-06-300001784254us-gaap:ProductConcentrationRiskMemberus-gaap:SalesRevenueProductLineMemberus-gaap:AdvertisingMember2021-04-012021-06-300001784254us-gaap:AdvertisingMember2022-01-012022-06-300001784254us-gaap:ProductConcentrationRiskMemberus-gaap:SalesRevenueProductLineMemberus-gaap:AdvertisingMember2022-01-012022-06-300001784254us-gaap:AdvertisingMember2021-01-012021-06-300001784254us-gaap:ProductConcentrationRiskMemberus-gaap:SalesRevenueProductLineMemberus-gaap:AdvertisingMember2021-01-012021-06-300001784254mdia:OutdoorAdvertisingMember2022-04-012022-06-300001784254us-gaap:ProductConcentrationRiskMemberus-gaap:SalesRevenueProductLineMembermdia:OutdoorAdvertisingMember2022-04-012022-06-300001784254mdia:OutdoorAdvertisingMember2021-04-012021-06-300001784254us-gaap:ProductConcentrationRiskMemberus-gaap:SalesRevenueProductLineMembermdia:OutdoorAdvertisingMember2021-04-012021-06-300001784254us-gaap:ProductConcentrationRiskMemberus-gaap:SalesRevenueProductLineMembermdia:OutdoorAdvertisingMember2022-01-012022-06-300001784254mdia:OutdoorAdvertisingMember2021-01-012021-06-300001784254us-gaap:ProductConcentrationRiskMemberus-gaap:SalesRevenueProductLineMembermdia:OutdoorAdvertisingMember2021-01-012021-06-300001784254mdia:NontraditionalRevenuesMember2022-04-012022-06-300001784254us-gaap:ProductConcentrationRiskMemberus-gaap:SalesRevenueProductLineMembermdia:NontraditionalRevenuesMember2022-04-012022-06-300001784254mdia:NontraditionalRevenuesMember2021-04-012021-06-300001784254us-gaap:ProductConcentrationRiskMemberus-gaap:SalesRevenueProductLineMembermdia:NontraditionalRevenuesMember2021-04-012021-06-300001784254mdia:NontraditionalRevenuesMember2022-01-012022-06-300001784254us-gaap:ProductConcentrationRiskMemberus-gaap:SalesRevenueProductLineMembermdia:NontraditionalRevenuesMember2022-01-012022-06-300001784254mdia:NontraditionalRevenuesMember2021-01-012021-06-300001784254us-gaap:ProductConcentrationRiskMemberus-gaap:SalesRevenueProductLineMembermdia:NontraditionalRevenuesMember2021-01-012021-06-300001784254mdia:DigitalMarketingServicesMember2022-04-012022-06-300001784254us-gaap:ProductConcentrationRiskMemberus-gaap:SalesRevenueProductLineMembermdia:DigitalMarketingServicesMember2022-04-012022-06-300001784254mdia:DigitalMarketingServicesMember2021-04-012021-06-300001784254us-gaap:ProductConcentrationRiskMemberus-gaap:SalesRevenueProductLineMembermdia:DigitalMarketingServicesMember2021-04-012021-06-300001784254mdia:DigitalMarketingServicesMember2022-01-012022-06-300001784254us-gaap:ProductConcentrationRiskMemberus-gaap:SalesRevenueProductLineMembermdia:DigitalMarketingServicesMember2022-01-012022-06-300001784254mdia:DigitalMarketingServicesMember2021-01-012021-06-300001784254us-gaap:ProductConcentrationRiskMemberus-gaap:SalesRevenueProductLineMembermdia:DigitalMarketingServicesMember2021-01-012021-06-300001784254us-gaap:ServiceOtherMember2022-04-012022-06-300001784254us-gaap:ServiceOtherMemberus-gaap:ProductConcentrationRiskMemberus-gaap:SalesRevenueProductLineMember2022-04-012022-06-300001784254us-gaap:ServiceOtherMember2021-04-012021-06-300001784254us-gaap:ServiceOtherMemberus-gaap:ProductConcentrationRiskMemberus-gaap:SalesRevenueProductLineMember2021-04-012021-06-300001784254us-gaap:ServiceOtherMember2022-01-012022-06-300001784254us-gaap:ServiceOtherMemberus-gaap:ProductConcentrationRiskMemberus-gaap:SalesRevenueProductLineMember2022-01-012022-06-300001784254us-gaap:ServiceOtherMember2021-01-012021-06-300001784254us-gaap:ServiceOtherMemberus-gaap:ProductConcentrationRiskMemberus-gaap:SalesRevenueProductLineMember2021-01-012021-06-300001784254mdia:EmmisCommunicationsCorporationMember2022-06-300001784254mdia:EmmisCommunicationsCorporationMember2021-12-310001784254srt:ParentCompanyMember2022-06-300001784254srt:ParentCompanyMember2021-12-310001784254mdia:SeniorCreditFacilityMembermdia:GACPFinanceCompanyLimitedLiabilityCompanyMember2022-04-012022-06-300001784254us-gaap:LondonInterbankOfferedRateLIBORMembermdia:SeniorCreditFacilityMembermdia:GACPFinanceCompanyLimitedLiabilityCompanyMember2022-01-012022-06-300001784254mdia:SeniorCreditFacilityMembermdia:LondonInterbankOfferedRateFloorMembermdia:GACPFinanceCompanyLimitedLiabilityCompanyMember2022-01-012022-06-300001784254us-gaap:PaymentInKindPIKNoteMembermdia:SeniorCreditFacilityMembermdia:GACPFinanceCompanyLimitedLiabilityCompanyMember2022-01-012022-06-300001784254srt:ParentCompanyMembermdia:SeniorCreditFacilityMember2021-05-190001784254srt:ParentCompanyMembermdia:SeniorCreditFacilityMember2021-06-010001784254srt:ParentCompanyMembermdia:SeniorCreditFacilityMember2022-06-300001784254srt:ParentCompanyMembermdia:SeniorCreditFacilityMember2021-05-192021-05-190001784254mdia:SeniorCreditFacilityMember2021-05-190001784254srt:ScenarioForecastMembermdia:SeniorCreditFacilityMember2020-04-012022-12-310001784254srt:ScenarioForecastMembermdia:SeniorCreditFacilityMember2023-01-012023-01-010001784254mdia:SeniorCreditFacilityMembersrt:MinimumMember2021-05-192021-05-190001784254mdia:SeniorCreditFacilityMembersrt:MaximumMember2021-05-192021-05-190001784254mdia:SeniorCreditFacilityMemberus-gaap:LicensingAgreementsMember2021-05-192021-05-190001784254mdia:SeniorCreditFacilityMemberus-gaap:LicensingAgreementsMember2021-05-202021-05-200001784254us-gaap:PaymentInKindPIKNoteMembermdia:SeniorCreditFacilityMember2021-05-192021-05-1900017842542021-05-190001784254mdia:SeniorCreditFacilityMembersrt:MinimumMember2021-05-192022-06-300001784254mdia:SeniorCreditFacilityMemberus-gaap:LicensingAgreementsMember2021-05-192022-06-300001784254us-gaap:PaymentInKindPIKNoteMembermdia:SeniorCreditFacilityMember2021-05-192022-06-300001784254mdia:SeniorCreditFacilityMember2022-01-012022-03-310001784254mdia:SeniorCreditFacilityMember2022-06-300001784254srt:ParentCompanyMembermdia:ConvertiblePromissoryNoteMembermdia:EmmisCommunicationsCorporationMember2022-06-300001784254srt:ParentCompanyMembermdia:ConvertiblePromissoryNoteMembermdia:EmmisCommunicationsCorporationMember2022-01-012022-06-300001784254srt:ParentCompanyMembermdia:SecondAmendedAndRestatedSGBroadcastingPromissoryNoteMember2022-06-300001784254srt:ParentCompanyMembermdia:SecondAmendedAndRestatedSGBroadcastingPromissoryNoteMember2022-01-012022-06-300001784254srt:ParentCompanyMembermdia:SeniorCreditFacilityMember2021-11-252021-11-250001784254mdia:PromissoryNoteMembersrt:ParentCompanyMember2022-03-180001784254mdia:PromissoryNoteMembersrt:ParentCompanyMember2022-06-30mdia:LegalProceeding00017842542022-04-012022-04-0100017842542021-01-012021-12-31mdia:segment0001784254mdia:RadioSegmentMemberus-gaap:OperatingSegmentsMember2022-04-012022-06-300001784254us-gaap:OperatingSegmentsMembermdia:OutdoorAdvertisingMember2022-04-012022-06-300001784254us-gaap:CorporateNonSegmentMember2022-04-012022-06-300001784254mdia:RadioSegmentMemberus-gaap:OperatingSegmentsMember2021-04-012021-06-300001784254us-gaap:OperatingSegmentsMembermdia:OutdoorAdvertisingMember2021-04-012021-06-300001784254us-gaap:CorporateNonSegmentMember2021-04-012021-06-300001784254mdia:RadioSegmentMemberus-gaap:OperatingSegmentsMember2022-01-012022-06-300001784254us-gaap:OperatingSegmentsMembermdia:OutdoorAdvertisingMember2022-01-012022-06-300001784254us-gaap:CorporateNonSegmentMember2022-01-012022-06-300001784254mdia:RadioSegmentMemberus-gaap:OperatingSegmentsMember2021-01-012021-06-300001784254us-gaap:OperatingSegmentsMembermdia:OutdoorAdvertisingMember2021-01-012021-06-300001784254us-gaap:CorporateNonSegmentMember2021-01-012021-06-300001784254mdia:RadioSegmentMemberus-gaap:OperatingSegmentsMember2022-06-300001784254us-gaap:OperatingSegmentsMembermdia:OutdoorAdvertisingMember2022-06-300001784254mdia:RadioSegmentMemberus-gaap:OperatingSegmentsMember2021-12-310001784254us-gaap:OperatingSegmentsMembermdia:OutdoorAdvertisingMember2021-12-310001784254mdia:TransactionAgreementMembermdia:EmmisCommunicationsCorporationMember2019-06-280001784254mdia:TransactionAgreementMembermdia:ConvertiblePromissoryNoteMembermdia:EmmisCommunicationsCorporationMember2019-06-280001784254mdia:MediaCoMembermdia:TransactionAgreementMembermdia:EmmisCommunicationsCorporationMember2019-06-280001784254mdia:MediaCoMembermdia:TransactionAgreementMembermdia:SGBroadcastingMember2019-06-280001784254srt:ParentCompanyMembermdia:TransactionAgreementMember2019-06-28mdia:vote0001784254mdia:EmmisOperatingCompanyMembermdia:ManagementAgreementMember2019-11-252019-11-250001784254mdia:EmmisOperatingCompanyMembermdia:CorporateExpensesMembermdia:ManagementAgreementMember2021-01-012021-06-300001784254us-gaap:ConvertibleNotesPayableMembermdia:EmmisCommunicationsCorporationMember2019-11-250001784254us-gaap:ConvertibleNotesPayableMembermdia:SGBroadcastingMember2019-11-250001784254us-gaap:ConvertibleNotesPayableMembermdia:SGBroadcastingMembersrt:MaximumMember2019-11-250001784254mdia:PromissoryNoteMembersrt:ParentCompanyMembersrt:MaximumMember2020-02-280001784254mdia:PromissoryNoteMembersrt:ParentCompanyMember2020-02-280001784254mdia:PromissoryNoteMembersrt:ParentCompanyMembersrt:MaximumMember2020-03-270001784254mdia:PromissoryNoteMembersrt:ParentCompanyMember2020-03-270001784254mdia:PromissoryNoteMembersrt:ParentCompanyMember2020-08-280001784254mdia:PromissoryNoteMembersrt:ParentCompanyMember2020-09-300001784254us-gaap:ConvertibleNotesPayableMembermdia:EmmisCommunicationsCorporationMember2020-11-252020-11-250001784254us-gaap:ConvertibleNotesPayableMembermdia:SGBroadcastingMember2020-11-252020-11-250001784254mdia:SubordinatedConvertiblePromissoryNoteMembersrt:ParentCompanyMember2021-05-190001784254mdia:SubordinatedConvertiblePromissoryNoteMembersrt:ParentCompanyMember2021-06-010001784254mdia:SecondAmendedPromissoryNoteMember2021-09-302021-09-300001784254us-gaap:ConvertibleNotesPayableMembermdia:EmmisCommunicationsCorporationMember2021-11-252021-11-250001784254us-gaap:ConvertibleNotesPayableMembermdia:SGBroadcastingMember2021-11-252021-11-250001784254mdia:SGBroadcastingMember2022-05-192022-05-190001784254us-gaap:ConvertibleNotesPayableMembermdia:EmmisCommunicationsCorporationMember2022-06-300001784254us-gaap:ConvertibleNotesPayableMembermdia:SGBroadcastingMember2021-12-310001784254us-gaap:ConvertibleNotesPayableMembermdia:EmmisCommunicationsCorporationMember2022-01-012022-06-300001784254us-gaap:ConvertibleNotesPayableMembermdia:EmmisCommunicationsCorporationMember2021-01-012021-06-300001784254us-gaap:ConvertibleNotesPayableMembermdia:SGBroadcastingMember2022-01-012022-06-300001784254us-gaap:ConvertibleNotesPayableMembermdia:SGBroadcastingMember2021-01-012021-06-300001784254mdia:SGBroadcastingMemberus-gaap:ConvertiblePreferredStockMember2019-12-1300017842542019-12-1300017842542020-12-122020-12-1200017842542021-12-132021-12-1300017842542021-12-130001784254mdia:SGBroadcastingMemberus-gaap:ConvertiblePreferredStockMember2022-06-300001784254mdia:SGBroadcastingMemberus-gaap:ConvertiblePreferredStockMember2021-06-300001784254us-gaap:PreferredStockMember2022-06-300001784254us-gaap:PreferredStockMember2021-12-310001784254mdia:EmployeeLeasingAgreementMembersrt:MaximumMember2020-04-220001784254mdia:EmployeeLeasingAgreementMember2020-04-222020-04-220001784254srt:SubsidiariesMembermdia:BillboardAgreementMember2020-08-1100017842542020-08-110001784254srt:SubsidiariesMembermdia:BillboardAgreementMember2022-01-012022-06-300001784254srt:SubsidiariesMember2022-06-300001784254mdia:TransactionAgreementMember2022-04-012022-06-300001784254mdia:EmployeeLeaseAgreementMember2022-04-012022-06-30
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________________
FORM 10-Q
______________________________________
(Mark One)
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2022
oTRANSITION 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 classTrading symbol(s)Name of each exchange on which registered
Class A common stock, $0.01 par valueMDIANasdaq 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 fileroAccelerated filero
Non-accelerated fileroSmaller reporting companyx
Emerging growth companyx
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 August 5, 2022, was:
16,023,073 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
MEDIACO HOLDING INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
June 30,
Six Months Ended
June 30,
(in thousands, except per share amounts)2022202120222021
NET REVENUES$16,152 $14,376 $27,687 $24,119 
OPERATING EXPENSES:  
Operating expenses excluding depreciation and amortization expense13,916 7,818 23,248 15,579 
Corporate expenses1,339 1,845 3,826 3,486 
Depreciation and amortization904 978 1,834 1,959 
Loss (gain) on disposal of assets27 (72)45 (78)
Total operating expenses16,186 10,569 28,953 20,946 
OPERATING (LOSS) INCOME(34)3,807 (1,266)3,173 
OTHER EXPENSE:  
Interest expense(2,783)(2,701)(5,781)(5,239)
Loss on debt extinguishment (81) (81)
(LOSS) INCOME BEFORE INCOME TAXES(2,817)1,025 (7,047)(2,147)
PROVISION FOR INCOME TAXES86 82 149 163 
CONSOLIDATED NET (LOSS) INCOME(2,903)943 (7,196)(2,310)
PREFERRED STOCK DIVIDENDS780 669 1,618 1,303 
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS$(3,683)$274 $(8,814)$(3,613)
Basic net (loss) income per share attributable to common shareholders$(0.47)$0.02 $(1.15)$(0.51)
Basic weighted average number of common shares outstanding7,808 7,187 7,687 7,151 
Diluted net (loss) income per share attributable to common shareholders(0.47)0.02 (1.15)(0.51)
Diluted weighted average number of common shares outstanding7,808 7,366 7,687 7,151 
The accompanying notes are an integral part of these unaudited condensed consolidated statements.
-3-

MEDIACO HOLDING INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
June 30,
2022
December 31,
2021
(in thousands, except share data)(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents$6,531 $6,121 
Accounts receivable, net of allowance for doubtful accounts of $210 and $313, respectively
10,490 13,756 
Prepaid expenses1,661 1,238 
Other current assets145 526 
Total current assets18,827 21,641 
PROPERTY AND EQUIPMENT, NET26,448 26,533 
INTANGIBLE ASSETS, NET77,545 78,030 
OTHER ASSETS:  
Operating lease right of use assets20,225 21,663 
Deposits and other344 343 
Total other assets20,569 22,006 
Total assets$143,389 $148,210 
LIABILITIES AND DEFICIT  
CURRENT LIABILITIES:  
Accounts payable and accrued expenses$4,057 $2,710 
Current maturities of long-term debt3,672 2,754 
Accrued salaries and commissions722 1,284 
Deferred revenue2,159 2,022 
Operating lease liabilities4,414 3,801 
Other current liabilities2,865 1,412 
Total current liabilities17,889 13,983 
LONG TERM DEBT, NET OF CURRENT96,679 97,527 
OPERATING LEASE LIABILITIES, NET OF CURRENT15,077 16,909 
ASSET RETIREMENT OBLIGATIONS7,634 7,267 
DEFERRED INCOME TAXES2,218 2,069 
OTHER NONCURRENT LIABILITIES4 16 
Total liabilities139,501 137,771 
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
28,628 27,010 
RETAINED DEFICIT:  
Class A common stock, $0.01 par value; authorized 170,000,000 shares; issued and outstanding 3,130,298 shares and 3,056,757 shares at June 30, 2022, and December 31, 2021, respectively
31 31 
Class B common stock, $0.01 par value; authorized 50,000,000 shares; issued and outstanding 5,413,197 shares at June 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 capital24,675 24,030 
Accumulated deficit(49,500)(40,686)
Total deficit(24,740)(16,571)
Total liabilities and deficit$143,389 $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 RETAINED DEFICIT
(Unaudited)
 Class A Common StockClass B Common StockAPICAccumulated Deficit Total
(in thousands, except share data)SharesAmountSharesAmount
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 directors100,276 1 — — 343 — 344 
Preferred stock dividends— — — — — (838)(838)
BALANCE, MARCH 31, 20223,157,033 $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)
       
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 directors651,670 6 — — 464 — 470 
Preferred stock dividends— — — — — (634)(634)
BALANCE, MARCH 31, 20212,437,550 $24 5,413,197 $54 $21,236 $(35,739)$(14,425)
Net loss— — — — — 943 943 
Issuance of class A to employees, officers and directors390,794 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)
The accompanying notes are an integral part of these unaudited condensed consolidated statements.
-5-

MEDIACO HOLDING INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended June 30,
(in thousands)20222021
CASH FLOWS FROM OPERATING ACTIVITIES:  
Net loss$(7,196)$(2,310)
Adjustments to reconcile net loss to net cash provided by operating activities -  
Loss on debt extinguishment 81 
Depreciation and amortization1,834 1,959 
Amortization of debt discount324 303 
Noncash interest expense664 82 
Noncash lease expense1,609 1,345 
Provision for bad debts(13)116 
Accretion of asset retirement obligation380 337 
Provision for deferred income taxes149 163 
Noncash compensation1,910 1,233 
Loss (gain) on sale of property and equipment45 (78)
Changes in assets and liabilities  
Accounts receivable3,279 (2,748)
Prepaid expenses and other current assets(42)(696)
Other assets(183)(416)
Accounts payable and accrued liabilities781 423 
Deferred revenue137 109 
Operating lease liabilities(1,219)(1,149)
Other liabilities1,429 1,817 
Net cash provided by operating activities3,888 571 
CASH FLOWS FROM INVESTING ACTIVITIES:  
Purchases of property and equipment(1,295)(1,100)
Proceeds from the sale of property and equipment 146 
Net cash used in investing activities(1,295)(954)
CASH FLOWS FROM FINANCING ACTIVITIES:  
Payments of long-term debt(918)(3,000)
Proceeds from long-term debt 4,000 
Payments for debt-related costs (354)
Settlement of tax withholding obligations(1,265)(164)
Net cash (used in) provided by financing activities(2,183)482 
INCREASE IN CASH AND CASH EQUIVALENTS410 99 
CASH AND CASH EQUIVALENTS:  
Beginning of period6,121 4,171 
End of period$6,531 $4,270 
SUPPLEMENTAL DISCLOSURES:  
Cash paid for interest$3,389 $2,923 
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, for 12.9 million 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 six 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
June 30,
Six Months Ended
June 30,
2022202120222021
Net (loss) income$(2,903)$943 $(7,196)$(2,310)
Preferred dividends780 669 1,618 1,303 
Undistributed earnings allocated to participating securities 136   
Net (loss) income attributable to common shareholders$(3,683)$138 $(8,814)$(3,613)
Basic weighted average common shares outstanding7,808 7,187 7,687 7,151 
Impact of restricted stock awards 179   
Diluted weighted average common shares outstanding7,808 7,366 7,687 7,151 
Basic net (loss) income attributable to common shareholders$(0.47)$0.02 $(1.15)$(0.51)
Diluted net (loss) income attributable to common shareholders$(0.47)$0.02 $(1.15)$(0.51)
On August 20, 2021, MediaCo Holding Inc. entered into an At Market Issuance Sales Agreement with B. Riley Securities, Inc. (B. Riley”), pursuant to which the Company may offer and sell, from time to time through or to B. Riley, as agent or principal, shares of the Company’s Class A Common Stock, $0.01 par value per share, having an aggregate offering price of up to $12.5 million. No shares were sold during the six-month period ended June 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
June 30,
Six Months Ended
June 30,
(in thousands)2022202120222021
Convertible Emmis promissory note1,352 1,655 1,368 2,206 
Convertible Standard General promissory notes5,156 6,371 5,225 8,501 
Series A convertible preferred stock5,861 7,179 5,933 9,567 
Restricted stock awards449 10 529 176 
Total anti-dilutive shares12,818 15,215 13,055 20,450 
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.
-8-

2. INTANGIBLE ASSETS AND GOODWILL
As of June 30, 2022 and December 31, 2021, intangible assets consisted of the following:
 June 30, 2022December 31, 2021
Indefinite-lived intangible assets
FCC licenses$63,266 $63,266 
Trade name733 733 
Goodwill13,102 13,102 
Definite-lived intangible assets  
Customer list444 929 
Total$77,545 $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 June 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 June 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.
-9-

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 June 30, 2022, and the gross carrying amount and accumulated amortization at June 30, 2022, and December 31, 2021, for our definite-lived intangible asset:
June 30, 2022December 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 list0.5$2,906 $2,462 $444 $2,906 $1,977 $929 
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.
Total amortization expense from definite-lived intangible assets for the three and six-month periods ended June 30, 2022 was $0.2 million and $0.5 million, respectively. Total amortization expense from definite-lived intangible assets for the three and six-month periods ended June 30, 2021 was $0.3 million and $0.6 million, respectively. The Company estimates amortization expense of $0.4 million for the remainder of the year ending December 31, 2022 and none thereafter.
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.
-10-

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 June 30,Six Months Ended June 30,
2022% of Total 2021% of Total 2022% of Total 2021% of Total
Revenue by Source:
Radio Advertising$6,819 42.2 %$8,913 62.0 %$12,996 46.9 %$13,868 57.5 %
Outdoor Advertising (1)
3,337 20.7 %3,238 22.5 %6,461 23.3 %6,210 25.7 %
Nontraditional3,189 19.7 %292 2.0 %3,357 12.1 %429 1.8 %
Digital1,588 9.8 %665 4.6 %2,318 8.4 %1,150 4.8 %
Other1,219 7.6 %1,268 8.9 %2,555 9.3 %2,462 10.2 %
Total net revenues$16,152 $14,376 $27,687 $24,119 
(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 June 30, 2022, and December 31, 2021:
June 30, 2022December 31, 2021
Senior credit facility$67,654 $68,343 
Notes payable to Emmis6,154 6,154 
Notes payable to SG Broadcasting28,011 27,574 
Less: Current maturities(3,672)(2,754)
Less: Unamortized original issue discount(1,468)(1,790)
Total long-term debt, net of current portion and debt discount$96,679 $97,527 
-11-

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 June 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 June 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 June 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 June 30, 2022, there was $67.7 million outstanding under the Senior Credit Facility, carried net of a total unamortized discount of $1.5 million.
MediaCo is in compliance with the debt covenants as of June 30, 2022 and anticipates being in compliance in future periods.
-12-

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 June 30, 2022, the principal balance outstanding under the Emmis Convertible Promissory Note was $6.2 million.
Second Amended and Restated SG Broadcasting Promissory Note, Additional SG Broadcasting Promissory Note and May 2021 SG Broadcasting Promissory Note
The Second Amended and Restated SG Broadcasting Promissory Note and Additional SG Broadcasting Promissory Note (the “SG Broadcasting Promissory Notes”) 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.
As of June 30, 2022, there was a total of $28.0 million outstanding under the SG Broadcasting Promissory Notes and the May 2021 SG Broadcasting Promissory Note.
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 June 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 FacilityEmmis NoteSG Broadcasting NotesTotal Payments
Remainder of 2022
$1,836 $ $ $1,836 
20233,672   3,672 
202462,146 6,154  68,300 
2025  28,011 28,011 
2026    
Total$67,654 $6,154 $28,011 $101,819 
-13-

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. In the event the Company fails to regain compliance within the plan period, the Company would have the right to a hearing before an independent panel. The hearing request would stay any suspension or delisting action pending the conclusion of the hearing process and the expiration of any additional extension period granted by the panel following the hearing.
The Company intends to take all reasonable measures available to regain compliance under the Nasdaq Listing Rules and remain listed on Nasdaq. One component of the Company's plan to evidence compliance, as accepted by Nasdaq, is the conversion by the holder of the SG Broadcasting Promissory Notes of the entire amount of outstanding principal and accrued but unpaid interest into shares of the Company's Class A common stock. 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 on the SG Broadcasting Promissory Notes of $28.0 million and $1.9 million, respectively, for 12.9 million shares of the Company's Class A common stock.
Neither the Nasdaq Letter nor the Company’s noncompliance have an immediate effect on the listing or trading of the Company’s common stock, which will continue to trade on The Nasdaq Capital Market under the symbol “MDIA.”
6. INCOME TAXES
The effective tax rate for the six months ended June 30, 2022, and 2021 was 2% and 8%, respectively. Our effective tax rate for the six months ended June 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 six months ended June 30, 2022 and 2021 was $0.1 million. Variable lease expense for the three months ended June 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 six months ended June 30, 2022 and 2021 was not material.
-14-

The impact of operating leases to our condensed consolidated financial statements was as follows:
Three Months Ended
June 30,
Six Months Ended
June 30,
2022202120222021
Operating lease cost$1,271 $1,257 $2,568 $2,504 
Operating cash flows from operating leases1,336 1,296 2,820 2,586 
Right-of-use assets obtained in exchange for new operating lease liabilities173 314 365 314 
June 30, 2022December 31, 2021
Weighted average remaining lease term - operating leases (in years)8.48.5
Weighted average discount rate - operating leases9.6 %9.4 %
As of June 30, 2022, the annual minimum lease payments of our operating lease liabilities were as follows:
Year ending December 31,
Remainder of 2022
$2,710 
20234,477 
20242,893 
20252,874 
20262,743 
After 202612,924 
Total lease payments28,621 
Less imputed interest(9,130)
Total recorded lease liabilities$19,491 
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 June 30, 2022, is as follows:
Year ending December 31,
Remainder of 2022
$3,884 
20231,885 
2024136 
202526 
20268 
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 obligations51 
Accretion expense380 
Liabilities settled(64)
Balance at June 30, 2022
$7,634 
-15-

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 six months ended June 30, 2022 and 2021:
Three Months Ended June 30, 2022RadioOutdoor Advertising All Other Consolidated
Net revenues$12,531 $3,621 $ $16,152 
Operating expenses excluding depreciation and amortization expense11,324 2,592  13,916 
Corporate expenses  1,339 1,339 
Depreciation and amortization86 818  904 
Loss on disposal of assets 27  27 
Operating income (loss)$1,121 $184 $(1,339)$(34)
Three Months Ended June 30, 2021RadioOutdoor Advertising All Other Consolidated
Net revenues$10,851 $3,525 $ $14,376 
Operating expenses excluding depreciation and amortization expense5,739 2,079  7,818 
Corporate expenses  1,845 1,845 
Depreciation and amortization183 795  978 
Gain on disposal of assets (72) (72)
Operating income (loss)$4,929 $723 $(1,845)$3,807 
Six Months Ended June 30, 2022RadioOutdoor Advertising All Other Consolidated
Net revenues$20,644 $7,043 $ $27,687 
Operating expenses excluding depreciation and amortization expense17,947 5,301  23,248 
Corporate expenses  3,826 3,826 
Depreciation and amortization187 1,647  1,834 
Loss on disposal of assets 45  45 
Operating income (loss)$2,510 $50 $(3,826)$(1,266)
Six Months Ended June 30, 2021