mdia-20220630

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 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.

(Exact name of registrant as specified in its charter)

______________________________________

Indiana

(State of incorporation or organization)

84-2427771

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

395 Hudson Street, Floor 7

New York, New York 10014

(Address of principal executive offices)

(212) 229-9797

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

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

______________________________________

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


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Class A common stock, $0.01 par value	MDIA	Nasdaq Capital Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. o

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

The number of shares outstanding of each of MediaCo Holding Inc.’s classes of common stock, as of 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

Table of Contents

INDEX


			Page
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements			3
Condensed Consolidated Statements of Operations for the three -month and six-month periods ended June 30, 2022 and 2021			3
Condensed Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021			4
Condensed Consolidated Statements of Changes in Retained Deficit for the three-month and six-month periods ended June 3 0 , 2022 and 2021			5
Condensed Consolidated Statements of Cash Flows for the six -month periods ended June 3 0 , 2022 and 2021			6
Notes to Condensed Consolidated Financial Statements			7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			20
Item 3. Quantitative and Qualitative Disclosures about Market Risk			25
Item 4. Controls and Procedures			25
PART II — OTHER INFORMATION
Item 1. Legal Proceedings			25
Item 6. Exhibits			26
SIGNATURES			27

Table of Contents

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)	2022		2021		2022		2021
NET REVENUES	$	16,152	$	14,376	$	27,687	$	24,119
OPERATING EXPENSES:
Operating expenses excluding depreciation and amortization expense	13,916		7,818		23,248		15,579
Corporate expenses	1,339		1,845		3,826		3,486
Depreciation and amortization	904		978		1,834		1,959
Loss (gain) on disposal of assets	27		(72)		45		(78)
Total operating expenses	16,186		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 TAXES	86		82		149		163
CONSOLIDATED NET (LOSS) INCOME	(2,903)		943		(7,196)		(2,310)
PREFERRED STOCK DIVIDENDS	780		669		1,618		1,303
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(3,683)	$

SEC Form 10-Q filed by Mediaco Holding Inc.