Revenue Performance - Net revenues for the three months ended September 30, 2023, decreased by 22.0% to $6,447,000 compared to $8,270,000 in the same period of 2022[101] - For the nine months ended September 30, 2023, net revenues decreased by 10.6% to $25,862,000 from $28,914,000 in the prior year[112] - Spot Radio Advertising revenue for the three months ended September 30, 2023, was $4,328,000, representing 67.1% of total net revenues, down from $6,029,000 (72.9%) in 2022[101] - MediaCo's gross revenues were down 15.3% for the nine-month period ended September 30, 2023, compared to the same period in the prior year[113] - The gross revenues reported to Miller Kaplan for the New York radio market decreased by 4.6% for the nine-month period ended September 30, 2023[106] Operating Expenses - Operating expenses excluding depreciation and amortization increased by 2.7% to $7,175,000 for the three months ended September 30, 2023, compared to $6,983,000 in 2022[114] - Corporate expenses decreased by 25.0% to $1,095,000 for the three months ended September 30, 2023, down from $1,460,000 in the same period of 2022[116] - Depreciation and amortization expense increased by 31.3% to $130,000 for the three months ended September 30, 2023, due to intangible software costs[118] Profitability and Loss - Operating loss for the three months ended September 30, 2023, was $(1,964) thousand, a decrease of $1,692 thousand or 622.1% compared to the same period in 2022[121] - Consolidated net loss for the three months ended September 30, 2023, was $(2,316) thousand, a decrease of $335 thousand or 12.6% compared to $(2,651) thousand in 2022[124] Cash Flow and Working Capital - Cash, cash equivalents, and restricted cash as of September 30, 2023, totaled $9.6 million, down from $15.3 million at December 31, 2022[126] - Net working capital as of September 30, 2023, was $10.3 million, a decrease from $13.3 million at December 31, 2022[126] - Cash flows used by continuing operating activities were $(3.7) million for the nine months ended September 30, 2023, compared to cash flows provided of $3.4 million in 2022[128] - Cash flows used in continuing investing activities were $(1.1) million for the nine months ended September 30, 2023, related to capital expenditures for a new digital platform[129] - Cash flows used in continuing financing activities were $(1.1) million for the nine months ended September 30, 2023, due to repurchases of Class A common stock[130] Interest and Taxation - Interest expense, net decreased to $(87) thousand for the three months ended September 30, 2023, a reduction of $1,579 thousand or 94.8% compared to $(1,666) thousand in 2022[122] - Provision for income taxes for the three months ended September 30, 2023, was $84 thousand, an increase of $6 thousand or 7.7% compared to $78 thousand in 2022[123] Strategic Considerations - The company is evaluating potential acquisitions to leverage strengths and may opportunistically dispose of assets[107] - The rising interest rate environment has impacted MediaCo, increasing the cost of potential future borrowings[108] - The company had $6.0 million of promissory notes outstanding to Emmis, classified as long-term with no debt service requirements over the next twelve months[127]

Revenue Performance - Net revenues for the three months ended June 30, 2023, decreased by $451,000 (3.6%) to $12,080,000 compared to $12,531,000 in the same period of 2022[105]. - For the six months ended June 30, 2023, net revenues decreased by $1,229,000 (6.0%) to $19,415,000 from $20,644,000 in the prior year, primarily due to declines in healthcare spending and advertising[105]. - The gross revenues reported to Miller Kaplan for the New York radio market decreased by 6.1% for the six months ended June 30, 2023, while the company's gross revenues were down 12.3% in the same period[106]. Operating Expenses - Operating expenses excluding depreciation and amortization for the three months ended June 30, 2023, were $11,046,000, a decrease of $278,000 (2.5%) from $11,324,000 in 2022[107]. - Corporate expenses decreased by $337,000 (25.2%) to $1,002,000 for the three months ended June 30, 2023, compared to $1,339,000 in 2022[108]. - Depreciation and amortization expense increased by $48,000 (48.0%) to $100,000 for the three months ended June 30, 2023, due to intangible software costs related to updated websites and mobile applications[109]. Financial Losses - Operating loss for the three months ended June 30, 2023, was $116,000, a decrease of 50.0% compared to $232,000 in 2022; for the six months, the loss was $2,022,000, an increase of 50.4% from $1,344,000 in 2022[111]. - Consolidated net loss for the three months ended June 30, 2023, was $421,000, an improvement of 85.5% from $2,903,000 in 2022; for the six months, the loss was $2,528,000, a reduction of 64.9% from $7,196,000 in 2022[114]. Cash Flow and Working Capital - Cash, cash equivalents, and restricted cash as of June 30, 2023, totaled $10.1 million, down from $15.3 million at December 31, 2022; net working capital decreased slightly from $15.2 million to $13.8 million[116]. - Cash flows used by continuing operating activities were $3.7 million for the six months ended June 30, 2023, compared to cash flows provided of $3.3 million in 2022, primarily due to income tax payments and lower collections of accounts receivable[118]. - Cash flows used in continuing investing activities were $0.9 million for the six months ended June 30, 2023, related to capital expenditures for a new digital platform and office space, compared to $1.0 million in 2022 for software purchases[119]. - Cash flows used in continuing financing activities were $1.0 million for the six months ended June 30, 2023, down from $2.1 million in 2022, mainly due to stock repurchases and tax obligations[120]. Debt and Interest - Interest expense, net, significantly decreased to $116,000 for the three months ended June 30, 2023, down 94.0% from $1,929,000 in 2022; for the six months, it decreased to $219,000, down 94.5% from $4,006,000 in 2022[112]. - As of June 30, 2023, the company had $6.0 million of outstanding promissory notes to Emmis, classified as long-term with no debt service requirements over the next twelve months[117]. Strategic Initiatives - The company sold its Fairway outdoor advertising business, classifying related assets and liabilities as discontinued operations, impacting financial results significantly[90]. - The company is actively evaluating potential acquisitions to leverage strengths and enhance long-term value[100]. - The company continues to evaluate potential acquisitions that promise long-term value appreciation and leverage its strengths[117]. - The company has focused on enhancing digital capabilities, including interactive websites and mobile applications, to engage listeners and explore new business opportunities[98]. Tax Provisions - The provision for income taxes for the three months ended June 30, 2023, was $76,000, a slight increase from $75,000 in 2022, primarily due to additional valuation allowance recognition[113]. Economic Environment - The rising interest rate environment has impacted the company, increasing the cost of potential future borrowings[101].

PART I — FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The financial statements for the three months ended March 31, 2023, show decreased net revenues, an increased operating loss, and a net loss attributable to common shareholders of $(2.7) million, with total assets of $104.5 million and total liabilities of $33.5 million [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For Q1 2023, MediaCo reported net revenues of $7.3 million, an operating loss of $(1.9) million, and a consolidated net loss of $(2.1) million, with net loss per share at $(0.11) Q1 2023 vs Q1 2022 Statement of Operations (in thousands) | Metric | Q1 2023 | Q1 2022 | | :--- | :--- | :--- | | **Net Revenues** | $7,335 | $8,113 | | **Operating Loss** | $(1,906) | $(1,112) | | **Consolidated Net Loss** | $(2,107) | $(4,293) | | **Net Loss Attributable to Common Shareholders** | $(2,697) | $(5,131) | | **Net Loss Per Share (Basic & Diluted)** | $(0.11) | $(0.68) | - The significant decrease in consolidated net loss was primarily driven by a reduction in interest expense from **$(2.1) million** in Q1 2022 to **$(0.1) million** in Q1 2023[9](index=9&type=chunk) [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of March 31, 2023, total assets increased to $104.5 million and total liabilities to $33.5 million, while total equity decreased to $44.1 million Balance Sheet Summary (in thousands) | Metric | March 31, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Total Current Assets** | $24,150 | $26,255 | | **Total Assets** | $104,485 | $96,705 | | **Total Current Liabilities** | $10,642 | $11,098 | | **Total Liabilities** | $33,479 | $23,390 | | **Total Equity** | $44,077 | $46,976 | - The significant increase in both Other Assets and Operating Lease Liabilities is due to a new lease for radio operations and corporate offices that commenced in February 2023[11](index=11&type=chunk)[67](index=67&type=chunk) [Condensed Consolidated Statements of Changes in Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Equity) Total equity decreased from $47.0 million at year-end 2022 to $44.1 million as of March 31, 2023, primarily due to net loss and preferred stock dividends, partially offset by stock issuances Changes in Equity Q1 2023 (in thousands) | Description | Amount | | :--- | :--- | | **Balance, December 31, 2022** | $46,976 | | Net loss | $(2,107) | | Repurchase of class A common shares | $(571) | | Preferred stock dividends | $(590) | | **Balance, March 31, 2023** | $44,077 | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash provided by operating activities was $1.0 million for Q1 2023, with net cash used in investing and financing activities, resulting in an overall cash decrease of $0.3 million Cash Flow Summary Q1 2023 vs Q1 2022 (in thousands) | Cash Flow Activity | Q1 2023 | Q1 2022 | | :--- | :--- | :--- | | **Net cash provided by operating activities** | $978 | $4,661 | | **Net cash used in investing activities** | $(549) | $(816) | | **Net cash used in financing activities** | $(718) | $(1,209) | | **Increase in Cash, Cash Equivalents and Restricted Cash** | $(289) | $2,636 | [Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes detail accounting policies, the sale of the Fairway outdoor advertising business, composition of intangible assets, revenue sources, long-term debt, leases, and related party transactions - The company sold its Fairway outdoor advertising business on December 9, 2022, now treated as a discontinued operation, reflecting a strategic shift to focus on its two New York City radio stations, WQHT(FM) and WBLS(FM)[21](index=21&type=chunk)[22](index=22&type=chunk)[23](index=23&type=chunk) Disaggregated Revenue by Source (in thousands) | Revenue Source | Q1 2023 | Q1 2022 | | :--- | :--- | :--- | | Spot Radio Advertising | $4,769 | $6,177 | | Digital | $974 | $730 | | Syndication | $605 | $413 | | Events and Sponsorships | $156 | $7 | | Other | $831 | $786 | | **Total net revenues** | **$7,335** | **$8,113** | - As of March 31, 2023, the company's only long-term debt was a **$6.0 million** convertible promissory note payable to Emmis, maturing in November 2024, following the full repayment of the Senior Credit Facility in December 2022[56](index=56&type=chunk)[57](index=57&type=chunk)[59](index=59&type=chunk) - The company entered into a new long-term lease for its radio operations and corporate offices in New York City, commencing February 1, 2023, which significantly increased its right-of-use assets and lease liabilities[67](index=67&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's focus on its New York City radio stations, reporting a 9.6% decrease in Q1 2023 net revenues, increased operating expenses, and a smaller consolidated net loss due to reduced interest expense, with stable liquidity of $15.0 million [Known Trends and Uncertainties](index=20&type=section&id=Known%20Trends%20and%20Uncertainties) The U.S. radio industry faces challenges from new digital media and audience fragmentation, with MediaCo's Q1 2023 gross revenues declining 13.1% in the New York market, prompting digital presence development - The U.S. radio industry is mature and faces challenges from new media, including internet and social networks, and audience fragmentation due to satellite radio and streaming services[93](index=93&type=chunk) - The New York radio market revenue, per Miller Kaplan, was down **5.5%** for Q1 2023 year-over-year, while MediaCo's gross revenues reported to Miller Kaplan were down **13.1%** for the same period, largely due to lower healthcare advertising spend[96](index=96&type=chunk) - The company is actively working to harness broadband and mobile media distribution by developing interactive websites, mobile applications, and streaming content to engage listeners[95](index=95&type=chunk) [Results of Operations](index=21&type=section&id=Results%20of%20Operations) Q1 2023 net revenues decreased 9.6% to $7.3 million, operating expenses rose 9.3% to $7.2 million, and the operating loss widened to $(1.9) million, though a 95.0% decrease in net interest expense narrowed the consolidated net loss to $(2.1) million Q1 2023 vs Q1 2022 Results of Operations (in thousands) | Metric | Q1 2023 | Q1 2022 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | **Net revenues** | $7,335 | $8,113 | $(778) | (9.6)% | | **Operating expenses** | $7,237 | $6,623 | $614 | 9.3% | | **Corporate expenses** | $1,884 | $2,487 | $(603) | (24.2)% | | **Operating loss** | $(1,906) | $(1,112) | $(794) | 71.4% | | **Interest expense, net** | $(103) | $(2,077) | $1,974 | (95.0)% | | **Consolidated net loss** | $(2,107) | $(4,293) | $2,186 | (50.9)% | - The decrease in net revenue was primarily due to substantial declines in healthcare spend as COVID-19 vaccination awareness campaigns slowed, as well as lower online gambling advertising[103](index=103&type=chunk) - The sharp decrease in interest expense was due to the repayment of the senior credit facility in December 2022 and the conversion of SG Broadcasting promissory notes in July 2022[110](index=110&type=chunk) [Liquidity and Capital Resources](index=23&type=section&id=Liquidity%20and%20Capital%20Resources) As of March 31, 2023, the company had $15.0 million in cash and equivalents, with net working capital of $13.5 million, and cash flow from continuing operations decreased to $0.8 million, primarily due to lower accounts receivable collections Liquidity Position (in millions) | Metric | March 31, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Cash, cash equivalents and restricted cash** | $15.0 | $15.3 | | **Net working capital** | $13.5 | $15.2 | - Cash flows from continuing operating activities decreased to **$0.8 million** in Q1 2023 from **$4.6 million** in Q1 2022, mainly due to higher collections in accounts receivable in the prior year[116](index=116&type=chunk) - Cash used in financing activities of **$0.7 million** in Q1 2023 was attributable to repurchases of Class A common stock and settlement of tax withholding obligations[118](index=118&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=24&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company is an emerging growth company and is therefore not required to provide information for this item - As an emerging growth company, MediaCo Holding Inc. is not required to provide quantitative and qualitative disclosures about market risk[119](index=119&type=chunk) [Item 4. Controls and Procedures](index=24&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of March 31, 2023, with no material changes to internal control over financial reporting during the quarter - Based on an evaluation as of March 31, 2023, the CEO and CFO concluded that the company's disclosure controls and procedures are effective[121](index=121&type=chunk) - No changes occurred during the quarter ended March 31, 2023, that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[122](index=122&type=chunk) PART II — OTHER INFORMATION [Item 1. Legal Proceedings](index=24&type=section&id=Item%201.%20Legal%20Proceedings) According to management, there are no pending legal proceedings against the company that are likely to have a material adverse effect - Management believes there are no pending legal proceedings that are likely to have a material adverse effect on the Company[124](index=124&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=25&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During Q1 2023, the company repurchased 395,813 shares of its stock at a weighted average price of $1.44 per share as part of a publicly announced program Share Repurchases for Q1 2023 | Period | Total Shares Purchased | Weighted Average Price Paid per Share | | :--- | :--- | :--- | | Jan 2023 | 354,921 | $1.45 | | Feb 2023 | 24,042 | $1.44 | | Mar 2023 | 16,850 | $1.22 | | **Total** | **395,813** | **$1.44** | [Item 5. Other Information](index=25&type=section&id=Item%205.%20Other%20Information) There is no other information to report for this item - None[126](index=126&type=chunk) [Item 6. Exhibits](index=25&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the quarterly report, including officer certifications and Inline XBRL documents - The report includes a list of exhibits filed, such as Certifications of the Principal Executive Officer and Principal Financial Officer, and various Inline XBRL documents[127](index=127&type=chunk)

PART I [Business](index=5&type=section&id=Item%201.%20Business) MediaCo Holding Inc. operates NYC radio and digital advertising, strategically shifting after selling its outdoor advertising business - The company's core assets consist of two New York City radio stations, WQHT(FM) and WBLS(FM), targeting Black, Hispanic, and multi-cultural consumers[15](index=15&type=chunk) - On December 9, 2022, the company sold its Fairway outdoor advertising business to The Lamar Company, L.L.C. for **$78.6 million**, realizing a pre-tax gain of **$46.9 million**. This sale represents a strategic shift, and the Fairway business is now reported as discontinued operations[16](index=16&type=chunk)[17](index=17&type=chunk) Radio Station Market Position (December 2022) | Station | Format | Primary Demographic Target (Ages) | Ranking in Primary Demographic | Station Audience Share | | :--- | :--- | :--- | :--- | :--- | | WQHT(FM) | Hip-Hop | 18-34 | 5 | 5.1% | | WBLS(FM) | Urban Adult Contemporary | 25-54 | 3 | 6.2% | - As of December 31, 2022, the company had **141** full-time and part-time employees. Over **78%** are Black, Hispanic, or Asian, and **43%** are female, reflecting the diversity of the audiences served[37](index=37&type=chunk)[42](index=42&type=chunk) - The FCC licenses for both WQHT(FM) and WBLS(FM) were renewed in July 2022 and are set to expire in June 2030[51](index=51&type=chunk) [Risk Factors](index=13&type=section&id=Item%201A.%20Risk%20Factors) The company faces numerous risks including high dependency on the NYC market, economic sensitivity, and extensive FCC regulation - The company's radio operations are entirely concentrated in the New York City metro area, making its financial results highly susceptible to local economic downturns or increased competition in this single market[80](index=80&type=chunk) - The COVID-19 pandemic has adversely affected operations, leading to the cancellation of the Summer Jam event in 2020 and negatively impacting ticket sales and advertising in 2022[82](index=82&type=chunk) - MediaCo is a "controlled company" as SG Broadcasting controls approximately **72.4%** of the voting interests, exempting the company from certain Nasdaq corporate governance requirements, such as having a majority of independent directors[85](index=85&type=chunk) - The business is subject to extensive FCC regulation. Failure to maintain broadcast licenses, which were renewed through June 2030, could have a material adverse effect on operations[92](index=92&type=chunk)[93](index=93&type=chunk) - As of December 31, 2022, intangible assets, primarily FCC licenses, comprised **67%** of total assets. Future impairment of these assets could significantly reduce earnings[101](index=101&type=chunk) [Unresolved Staff Comments](index=20&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports that it has no unresolved comments from the SEC staff - **None**[123](index=123&type=chunk) [Properties](index=20&type=section&id=Item%202.%20Properties) MediaCo leases all its essential properties, including offices, studios, and transmitter/antenna sites, primarily in Manhattan - The company leases its studio, office, and transmitter/antenna sites, with principal facilities located in Manhattan[124](index=124&type=chunk) [Legal Proceedings](index=21&type=section&id=Item%203.%20Legal%20Proceedings) As of the report date, MediaCo is not involved in any material legal proceedings - The company is not a party to any material legal proceedings at this time[125](index=125&type=chunk) [Mine Safety Disclosures](index=21&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to MediaCo's business operations - **Not applicable**[126](index=126&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=22&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) MediaCo's Class A common stock trades on Nasdaq, with no public market for Class B, and no current plans for dividends - Class A common stock is listed on the Nasdaq Capital Market under the symbol MDIA[129](index=129&type=chunk) - The company intends to retain future earnings and has no plans to pay dividends on its common stock in the foreseeable future[131](index=131&type=chunk) Share Repurchases (Q4 2022) | Period | Total Number of Shares Purchased | Weighted Average Price Paid per Share | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program | | :--- | :--- | :--- | :--- | | Dec 1, 2022 – Dec 31, 2022 | 187,078 | $1.17 | $1,777,705 | [[Reserved]](index=22&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved and contains no information [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Net revenues from continuing operations decreased, but consolidated net income turned to $30.9 million due to the Fairway sale Net Revenues from Continuing Operations (in thousands) | Year | Net Revenues | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | | 2022 | $38,595 | $(3,132) | (7.5)% | | 2021 | $41,727 | | | Operating Results from Continuing Operations (in thousands) | Metric | 2022 | 2021 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | | Operating (Loss) Income | $(1,386) | $3,938 | $(5,324) | (135.2)% | | Interest Expense | $(6,980) | $(7,707) | $727 | (9.4)% | Consolidated Net Income (Loss) (in thousands) | Year | Consolidated Net Income (Loss) | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | | 2022 | $30,914 | $36,996 | (608.3)% | | 2021 | $(6,082) | | | - The increase in consolidated net income was primarily driven by the **$46.9 million** pre-tax gain on the sale of the Fairway business in December 2022[135](index=135&type=chunk)[166](index=166&type=chunk) - Cash, cash equivalents, and restricted cash increased to **$15.3 million** at the end of 2022 from **$6.1 million** at the end of 2021, largely due to proceeds from the sale of Fairway[168](index=168&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=28&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, MediaCo is not required to provide the information for this item - The company is exempt from this disclosure requirement as it qualifies as a smaller reporting company[177](index=177&type=chunk) [Financial Statements and Supplementary Data](index=29&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) Audited consolidated financial statements show a **$30.9 million** net income for 2022, primarily from discontinued operations Consolidated Statement of Operations Highlights (in thousands) | Description | 2022 | 2021 | | :--- | :--- | :--- | | Net Revenues | $38,595 | $41,727 | | Operating (Loss) Income | $(1,386) | $3,938 | | Net Loss from Continuing Operations | $(9,795) | $(4,198) | | Net Income (Loss) from Discontinued Operations | $40,709 | $(1,884) | | **Consolidated Net Income (Loss)** | **$30,914** | **$(6,082)** | | Net Income (Loss) per Share (basic & diluted) | $2.06 | $(1.22) | Consolidated Balance Sheet Highlights (in thousands) | Description | Dec 31, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | Cash and cash equivalents | $10,925 | $6,121 | | Total Assets | $96,705 | $148,288 | | Long-Term Debt, net | $5,950 | $97,527 | | Total Liabilities | $23,390 | $137,849 | | Total Equity (Deficit) | $46,976 | $(16,571) | - The sale of the Fairway business for **$78.6 million** in cash resulted in a pre-tax gain of **$46.9 million**, which is presented under discontinued operations[200](index=200&type=chunk)[223](index=223&type=chunk) - Following the Fairway sale, the company repaid all obligations under its Senior Credit Facility, which was terminated on December 9, 2022[252](index=252&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=55&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reported no disagreements with its accountants on any accounting or financial disclosure matters - **None**[318](index=318&type=chunk) [Controls and Procedures](index=55&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal control over financial reporting were effective as of year-end 2022 - Based on an evaluation, the CEO and CFO concluded that the company's disclosure controls and procedures were effective as of December 31, 2022[320](index=320&type=chunk) - Management concluded that the company's internal control over financial reporting was effective as of December 31, 2022, based on the COSO 2013 framework[323](index=323&type=chunk) - There were no changes in internal control over financial reporting during the quarter ended December 31, 2022, that have materially affected, or are reasonably likely to materially affect, internal controls[321](index=321&type=chunk) [Other Information](index=56&type=section&id=Item%209B.%20Other%20Information) On March 30, 2023, the Compensation Committee granted one-time bonus awards to key executives, including vested shares and cash - On March 30, 2023, one-time bonuses were awarded to the CFO (**129,888** vested shares and **$150,000** cash) and the President/COO (**86,125** vested shares)[324](index=324&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=56&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - **None**[325](index=325&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=57&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information on directors, executive officers, and corporate governance is incorporated by reference from the proxy statement - Required information is incorporated by reference from the proxy statement for the Annual Meeting of Shareholders[328](index=328&type=chunk) [Executive Compensation](index=57&type=section&id=Item%2011.%20Executive%20Compensation) Information regarding director and executive compensation is incorporated by reference from the proxy statement - Required information is incorporated by reference from the proxy statement for the Annual Meeting of Shareholders[329](index=329&type=chunk) [Security Ownership of Certain Beneficial Owners, and Management, and Related Stockholder Matters](index=57&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%2C%20and%20Management%2C%20and%20Related%20Stockholder%20Matters) Information on security ownership is incorporated by reference, with details on equity compensation plan securities Equity Compensation Plan Information (as of Dec 31, 2022) | Plan Category | Securities to be Issued Upon Exercise | Weighted-Average Exercise Price | Securities Remaining Available for Future Issuance | | :--- | :--- | :--- | :--- | | Equity Compensation Plans Approved by Security Holders | 855,782 | $3.10 | 1,137,750 | [Certain Relationships and Related Transactions and Director Independence](index=57&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%20and%20Director%20Independence) Information concerning related party transactions and director independence is incorporated by reference from the proxy statement - Required information is incorporated by reference from the proxy statement for the Annual Meeting of Shareholders[333](index=333&type=chunk) [Principal Accounting Fees and Services](index=57&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) The company's independent registered public accounting firm is Ernst & Young LLP, with further details incorporated by reference - The company's independent registered public accounting firm is Ernst & Young LLP[334](index=334&type=chunk) PART IV [Exhibits and Financial Statement Schedules](index=58&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists financial statements and exhibits, noting no financial statement schedules are required - The financial statements are filed under Item 8, and no financial statement schedules are required[336](index=336&type=chunk)[337](index=337&type=chunk) - A list of exhibits filed or incorporated by reference is provided, including the Asset Purchase Agreement for the Fairway sale, articles of incorporation, employment agreements, and various certifications[338](index=338&type=chunk) [Form 10-K Summary](index=60&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company has not provided a summary for its Form 10-K - **None**[341](index=341&type=chunk)

Table of Contents 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 _____________ ...

For the quarterly period ended June 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. Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________________________________ FORM 10-Q ______________________________________ (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15( ...

PART I — FINANCIAL INFORMATION [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The company reported a net loss of **$5.1 million** in Q1 2022, with total assets at **$145.6 million** and improved operating cash flow [Condensed Consolidated Statements of Operations](index=3&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Net revenues increased to **$11.5 million** in Q1 2022, but operating and net losses widened to **$1.2 million** and **$5.1 million** respectively Consolidated Statements of Operations Highlights (Unaudited) | (in thousands, except per share amounts) | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :--- | :--- | :--- | | **Net Revenues** | $11,535 | $9,743 | | **Operating Loss** | $(1,232) | $(634) | | **Consolidated Net Loss** | $(4,293) | $(3,253) | | **Net Loss Attributable to Common Shareholders** | $(5,131) | $(3,887) | | **Basic and diluted loss per share** | $(0.68) | $(0.55) | [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets slightly decreased to **$145.6 million**, while total liabilities increased to **$139.1 million**, widening the total deficit Balance Sheet Summary (Unaudited) | (in thousands) | March 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Cash and cash equivalents** | $8,757 | $6,121 | | **Total current assets** | $20,041 | $21,641 | | **Total assets** | $145,602 | $148,210 | | **Total current liabilities** | $16,535 | $13,983 | | **Total liabilities** | $139,112 | $137,771 | | **Total deficit** | $(21,358) | $(16,571) | [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operations significantly improved to **$4.7 million**, ending the period with **$8.8 million** in cash and equivalents Cash Flow Summary (Unaudited) | (in thousands) | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :--- | :--- | :--- | | **Net cash provided by operating activities** | $4,661 | $578 | | **Net cash used in investing activities** | $(816) | $(95) | | **Net cash used in financing activities** | $(1,209) | $(164) | | **Increase in cash and cash equivalents** | $2,636 | $319 | | **Cash and cash equivalents, end of period** | $8,757 | $4,490 | [Notes to Condensed Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail accounting policies, business segments, and debt structure, highlighting revenue sources and a Nasdaq deficiency notice - The company operates two New York City radio stations and approximately **3,500** outdoor advertising displays in the Southeast and Mid-Atlantic regions[21](index=21&type=chunk) Revenue by Source (Q1 2022 vs Q1 2021) | Revenue Source | 2022 (in thousands) | % of Total | 2021 (in thousands) | % of Total | | :--- | :--- | :--- | :--- | :--- | | Radio Advertising | $6,177 | 53.6% | $4,955 | 50.9% | | Outdoor Advertising | $3,124 | 27.1% | $2,972 | 30.5% | | Digital | $730 | 6.3% | $485 | 5.0% | | Other | $1,336 | 11.5% | $1,194 | 12.2% | | Nontraditional | $168 | 1.5% | $137 | 1.4% | | **Total net revenues** | **$11,535** | | **$9,743** | | Long-Term Debt Composition (as of March 31, 2022) | Debt Component | Amount (in thousands) | | :--- | :--- | | Senior credit facility | $68,514 | | Notes payable to Emmis | $6,154 | | Notes payable to SG Broadcasting | $27,574 | | **Total Principal** | **$102,242** | - On April 1, 2022, the company received a Nasdaq deficiency letter for not meeting minimum net income, with plans to regain compliance[90](index=90&type=chunk)[91](index=91&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes **18.4%** revenue growth to advertising rebound, with rising operating expenses and **$8.8 million** in cash liquidity [Known Trends and Uncertainties](index=20&type=section&id=Known%20Trends%20and%20Uncertainties) The mature U.S. radio industry faces digital competition, while the New York market saw **25.4%** revenue growth in Q1 2022 - The U.S. radio industry is mature, with growth slowed by new media competition and audience fragmentation[102](index=102&type=chunk) - The company adapts by deploying HD Radio, developing interactive websites, mobile apps, and utilizing digital video platforms[103](index=103&type=chunk)[104](index=104&type=chunk) - In Q1 2022, New York radio market revenues increased **25.4%** year-over-year, driven by a COVID-19 rebound and specific advertising campaigns[105](index=105&type=chunk) [Results of Operations](index=21&type=section&id=Results%20of%20Operations) Total net revenues increased **18.4%** to **$11.5 million**, but operating expenses and interest expense also rose, widening the operating loss Net Revenue Change (Q1 2022 vs Q1 2021) | (dollars in thousands) | 2022 | 2021 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Radio | $8,113 | $6,502 | $1,611 | 24.8% | | Outdoor Advertising | $3,422 | $3,241 | $181 | 5.6% | | **Total net revenues** | **$11,535** | **$9,743** | **$1,792** | **18.4%** | Operating Expense Change (Q1 2022 vs Q1 2021) | (dollars in thousands) | 2022 | 2021 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Radio | $6,623 | $5,291 | $1,332 | 25.2% | | Outdoor Advertising | $2,709 | $2,470 | $239 | 9.7% | | **Total operating expenses** | **$9,332** | **$7,761** | **$1,571** | **20.2%** | - Corporate expenses increased by **51.6%** to **$2.5 million** in Q1 2022, primarily due to personnel costs after the Emmis management agreement ended[116](index=116&type=chunk) - Interest expense increased **18.1%** to **$3.0 million** due to additional loans, paid-in-kind interest, and a PIK interest rate increase on the senior credit facility[120](index=120&type=chunk) [Liquidity and Capital Resources](index=23&type=section&id=Liquidity%20and%20Capital%20Resources) Primary liquidity sources are operations and borrowings, with **$8.8 million** cash and **$10.4 million** in upcoming debt service requirements Liquidity Position | (in millions) | March 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | Cash and cash equivalents | $8.8 | $6.1 | | Net working capital | $3.5 | $7.7 | - Cash flow from operating activities increased to **$4.7 million** for Q1 2022, primarily due to significant accounts receivable collections[128](index=128&type=chunk) - Upcoming debt service requirements over the next twelve months are expected to be **$10.4 million**, primarily for the Senior Credit Facility[126](index=126&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=23&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As an emerging growth company, the company is not required to provide market risk disclosures - As an emerging growth company, MediaCo is not required to provide disclosures about market risk[131](index=131&type=chunk) [Controls and Procedures](index=24&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective, with no material changes to internal controls - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of March 31, 2022[133](index=133&type=chunk) - No material changes occurred to the company's internal control over financial reporting during the quarter ended March 31, 2022[134](index=134&type=chunk) PART II — OTHER INFORMATION [Legal Proceedings](index=24&type=section&id=Item%201.%20Legal%20Proceedings) Management confirms no pending legal proceedings are expected to have a material adverse effect on the company - In management's opinion, no pending legal proceedings are likely to have a material adverse effect on the Company[136](index=136&type=chunk) [Exhibits](index=25&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the quarterly report, including certifications and XBRL documents - This section provides a list of all exhibits filed with the 10-Q report, including certifications and XBRL data files[139](index=139&type=chunk) [Signatures](index=26&type=section&id=SIGNATURES) The report was duly signed on **May 12, 2022**, by the Executive Vice President, Chief Financial Officer, and Treasurer - The report was duly signed on **May 12, 2022**, by Ann C. Beemish, Executive Vice President, Chief Financial Officer and Treasurer[142](index=142&type=chunk)[144](index=144&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Exact name of registrant as specified in its charter) MEDIACO HOLDING INC. INDIANA (State of incorporation or organization) 84-2427771 (I.R.S. Employer Identification No.) FORM 10-K (Mark One) ☒ Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 for the Fiscal Year Ended December 31, 2021 ☐ Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Commission File Number 0 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ 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 o ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ 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 org ...