What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-05-11 compared with 2022-11-14 · 81 added, 116 removed, 73 unchanged (73% of the section changed)

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MediaCo does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.

We own and operate two radio stations located in New York City and outdoor advertising businesses geographically focused in the Southeast (Georgia, Alabama, South Carolina and Florida) and the Mid-Atlantic (Kentucky, West Virginia and Ohio) regions.

On December 9, 2022, Fairway Outdoor LLC, FMG Kentucky, LLC and FMG Valdosta, LLC (collectively, “Fairway”), all of which were wholly owned direct and indirect subsidiaries of MediaCo, entered into an Asset Purchase Agreement (the “Purchase Agreement”), with The Lamar Company, L.L.C., a Louisiana limited liability company (the “Purchaser”), pursuant to which we sold our Fairway outdoor advertising business to the Purchaser.

The transactions contemplated by the Purchase Agreement closed as of the date of the Purchase Agreement.

We have classified the related assets and liabilities associated with our Fairway business as discontinued operations in our condensed consolidated balance sheets and the results of our Fairway business have been presented as discontinued operations in our consolidated statements of operations for all periods presented through December 9, 2022 as the sale represented a strategic shift in our business that had a major effect on our operations and financial results.

Unless otherwise noted, discussion in the management’s discussion and analysis refers to the Company's continuing operations.

See Note 2 — Discontinued Operations in our condensed consolidated financial statements for additional information.

We own and operate two radio stations located in New York City.

Our revenues are mostly affected by the advertising rates our entities charge, as advertising sales are the primary component of our consolidated revenues.

These rates are in large part based on our radio stations’ ability to attract audiences in demographic groups targeted by their advertisers and the number of persons exposed to our billboards.

The Nielsen Company generally measures radio station ratings weekly for markets measured by the Portable People Meter™, which includes both of our radio stations, while Geopath Insight Suite is the annual audience location measurement used for our billboards.

These rates are in large part based on our radio stations’ ability to attract audiences in demographic groups targeted by their advertisers.

The Nielsen Company generally measures radio station ratings weekly for markets measured by the Portable People Meter™, which includes both of our radio stations.

Because audience ratings in a radio station’s local market are critical to the station’s financial success, our strategy is to use market research, advertising and promotion to attract and retain audiences in each station’s chosen demographic target group.

Our revenues vary throughout the year.

Revenue and operating income are usually lowest in the first calendar quarter for both our radio and outdoor advertising segments, partly because retailers cut back their advertising spending immediately following the holiday shopping season.

Revenue and operating income are usually lowest in the first calendar quarter, partly because retailers cut back their advertising spending immediately following the holiday shopping season.

In addition to the sale of advertising time for cash, stations typically exchange advertising time for goods or services, which can be used by the station in its business operations.

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In addition, it is our general policy not to preempt advertising spots paid for in cash with advertising spots paid for in trade.

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

The category “Nontraditional” principally consists of ticket sales and sponsorships of events our stations conduct in their local market.

The category “Other” includes, among other items, revenues related to network revenues, production of billboard advertisements and barter.

(dollars in thousands) Three Months Ended September 30, Nine Months Ended September 30,

2022 % of Total 2021 % of Total 2022 % of Total 2021 % of Total

The following table summarizes the sources of our revenues from continuing operations for the three months ended March 31, 2023 and 2022.

The category “Other” includes, among other items, revenues related to network revenues and barter.

(dollars in thousands) Three Months Ended March 31,

2023 % of Total 2022 % of Total

Net revenues:

Radio Advertising $ 6,029 51.0 % $ 8,073 45.3 % $ 19,025 48.1 % $ 21,941 52.3 %

Outdoor Advertising (1)

3,273 27.7 % 3,197 17.9 % 9,734 24.6 % 9,407 22.4 %

Nontraditional 276 2.3 % 4,206 23.6 % 3,633 9.2 % 4,635 11.1 %

Spot Radio Advertising $ 4,769 65.0 % $ 6,177 76.1 %

Digital 974 13.3 % 730 9.0 %

Syndication 605 8.2 % 413 5.1 %

Events and Sponsorships 156 2.1 % 7 0.1 %

Other 831 11.4 % 786 9.7 %

Total net revenues $ 7,335 $ 8,113

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

Roughly 20% of our expenses varies in connection with changes in revenue.

These variable expenses primarily relate to costs in our sales department, such as salaries, commissions and bad debt.

Our costs that do not vary as much in relation to revenue are mostly in our programming and administrative departments, such as talent costs, ratings fees, rent, utilities and salaries.

Our costs that do not vary as much in relation to revenue are mostly in our programming and general and administrative departments, such as talent costs, ratings fees, rents, utilities and salaries.

Lastly, our costs that are highly discretionary are costs in our marketing and promotions department, which we primarily incur to maintain and/or increase our audience and market share.

KNOWN TRENDS AND UNCERTAINTIES

radio industry is a mature industry and its growth rate has slowed considerably.

radio industry is a mature industry and its growth rate has stalled.

Management believes this is principally the result of two factors:

(1) new media, such as various media distributed via the Internet, telecommunication companies and cable interconnects, as well as social networks, which have gained advertising share against radio and other traditional media and created a proliferation of advertising inventory and (2) the fragmentation of the radio audience and time spent listening caused by satellite radio, audio streaming services and podcasts has led some investors and advertisers to conclude that the effectiveness of radio advertising has diminished.

(i) new media, such as various media distributed via the Internet, telecommunication companies and cable interconnects, as well as social networks, have gained advertising share against radio and other traditional media and created a proliferation of advertising inventory and (ii) the fragmentation of the radio audience and time spent listening caused by satellite radio, audio streaming services and podcasts has led some investors and advertisers to conclude that the effectiveness of radio advertising has diminished.

Along with the rest of the radio industry, our stations have deployed HD Radio®.

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It is unclear what impact HD Radio will have on the markets in which we operate.

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

The results of our broadcast radio operations are solely dependent on the results of our stations in the New York market.

Some of our competitors that operate larger station clusters in the New York market are able to leverage their market share to extract a greater percentage of available advertising revenue through packaging a variety of advertising inventory at discounted unit rates.

Market revenues in New York as measured by Miller Kaplan Arase LLP (“Miller Kaplan”), an independent public accounting firm used by the radio industry to compile revenue information, were up 2.8% for the nine months ended September 30, 2022 , as compared to the same period of the prior year.

Market revenues in New York as measured by Miller Kaplan Arase LLP (“Miller Kaplan”), an independent public accounting firm used by the radio industry to compile revenue information, were down 5.5% for the three months ended March 31, 2023 , as compared to the same period of the prior year.

Our gross revenues reported to Miller Kaplan were down 13.1%, as compared to the same period of the prior year.

The decreases for our New York Cluster were largely driven by lower healthcare spend, which our stations benefited from more than those serving the general population due to the targeted nature of the awareness campaigns.

The decreases for our New York Cluster were largely driven by lower healthcare spend, which our stations benefited from more than those serving the general population in the prior year due to the targeted nature of the awareness campaigns.

As part of our business strategy, we continually evaluate potential acquisitions of businesses that we believe hold promise for long-term appreciation in value and leverage our strengths.

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experienced an easing of restrictions on travel as well as social gatherings and business activities.

However, the broad economic impact of the COVID-19 pandemic remains across multiple sectors, specifically disrupting logistics and global supply chains.

If apprehension persists around interest rate volatility, supply chain disruptions, and COVID-19, consumer spending may be adversely i mpacted, causing certain advertising categories (e.g., automotive dealers) to advertise less, we expect that our results of operations, financial condition and cash flows will continue to be negatively affected, the extent to which is difficult to estimate at this time.

MediaCo entered into Amendment No.

5 to its Senior Credit Facility, which lowered the minimum liquidity requirement to $2.0 million through December 31, 2022 and $3.0 million thereafter and removed the testing requirement for the minimum consolidated fixed charge coverage ratio covenant for the period from September 30, 2022 to December 31, 2022.

There is substantial doubt that the Company will be in compliance with these covenants in subsequent periods.

MediaCo’s business units are highly correlated to the economic environment, which recently have been impacted by macroeconomic uncertainty, inflationary and labor market pressures, as well as continued COVID-19 concerns.

If some or all of these factors continue to influence the economic environment, then MediaCo's liquidity, financial condition or results of operations may be adversely affected.

See Note 1 to the condensed consolidated financial statements, "Liquidity and Going Concern," for additional information.

MediaCo has been impacted by the rising interest rate environment in the financial markets, driving the interest paid on the Senior Credit Facility to increase.

At this time, we do not anticipate LIBOR rates to decline.

However, the lingering pandemic impact has caused increases in inflation and general economic disruption.

We expect that our results of operations, financial condition and cash flows will continue to be negatively affected, the extent to which is difficult to estimate at this time.

MediaCo has been impacted by the rising interest rate environment in the financial markets.

While no longer impacting our current borrowings, which are fixed rate, the cost of any potential future borrowings has been increasing.

At this time, we do not anticipate interest rates to decline.

CRITICAL ACCOUNTING ESTIMATES

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RESULTS OF OPERATIONS

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

Three-Month Periods Ended March 31, 2023 compared to March 31, 2022

The following discussion refers to the Company’s continuing operations.

See Note 2 — Discontinued Operations in our condensed consolidated financial statements included elsewhere in this report for additional information.

Net revenues:

Three Months Ended September 30, Nine Months Ended September 30, 2022

(dollars in thousands) 2022 2021 $ Change % Change 2022 2021 $ Change % Change

Radio $ 8,270 $ 14,361 $ (6,091) (42.4) % $ 28,914 $ 31,714 $ (2,800) (8.8) %

Outdoor Advertising 3,555 3,459 96 2.8 % 10,598 10,225 373 3.6 %

Total net revenues $ 11,825 $ 17,820 $ (5,995) (33.6) % $ 39,512 $ 41,939 $ (2,427) (5.8) %

Net radio revenues decreased for the three-month and nine -month periods ended September 30, 2022 as a result of a substantial decline in healthcare spend as the COVID-19 vaccination awareness campaigns have slowed, partially offset by stronger tourism advertising spend as the restrictions on travel, social gatherings, and business activities have continued to ease.

Additionally, net radio revenues further decreased for the three month ended September 30, 2022 as a result of the absence in the current period of ticket sales for, and broadcast and streaming sponsorships of, our annual outdoor concert, Summer Jam, which was held in the second quarter of the current year compared to the third quarter of the prior year.

Three Months Ended March 31, 2023

(dollars in thousands) 2023 2022 $ Change % Change

Net revenues $ 7,335 $ 8,113 $ (778) (9.6) %

Net radio revenues decreased for the three -month period ended March 31, 2023 as a result of a substantial declines in healthcare spend as the COVID-19 vaccination awareness campaigns have slowed as well as online gambling advertising spend, partially offset by stronger tourism and live event advertising spend as the restrictions on travel, social gatherings, and business activities have continued to ease.

We typically monitor the performance of our stations against the aggregate performance of the market in which we operate based on reports for the period prepared by Miller Kaplan.

Miller Kaplan reports are generally prepared on a gross revenues basis and exclude revenues from barter and syndication arrangements.

Miller Kaplan reported gross revenues for the New York radio market increased 2.8% for the nine-month period ended September 30, 2022, as compared to the same period of the prior year.

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

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

Revenues in our outdoor advertising business have been less volatile than our radio business due to greater geographic diversification and longer duration advertising contracts with customers.

Miller Kaplan reported gross revenues for the New York radio market decreased 5.5% for the three-month period ended March 31, 2023, as compared to the same period of the prior year.

Our gross revenues reported to Miller Kaplan were down 13.1% for the three -month period ended March 31, 2023 , as compared to the same period of the prior year.

Operating expenses excluding depreciation and amortization expense:

(dollars in thousands) Three Months Ended September 30, Nine Months Ended September 30, 2022

2022 2021 $ Change % Change 2022 2021 $ Change % Change

Radio $ 6,983 $ 10,467 $ (3,484) (33.3) % $ 24,930 $ 21,497 $ 3,433 16.0 %

Outdoor Advertising 2,619 2,073 546 26.3 % 7,920 6,622 1,298 19.6 %

Total operating expenses excluding depreciation and amortization expense $ 9,602 $ 12,540 $ (2,938) (23.4) % $ 32,850 $ 28,119 $ 4,731 16.8 %

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

Radio operating expenses excluding depreciation and amortization expense increased during the nine-month period ended September 30, 2022 due to investment in growing our digital business as well as in our labor force with a higher focus on sales.

Additionally, in the prior year, we recorded employee retention credits that reduced operating expenses, which were not available in the current year.

Outdoor advertising operating expenses excluding depreciation and amortization are largely fixed in nature;

however, in the prior year, we recorded employee retention credits that reduced operating expenses, which were not available in the current year.

(dollars in thousands) Three Months Ended March 31, 2023

2023 2022 $ Change % Change

Operating expenses excluding depreciation and amortization expense $ 7,237 $ 6,623 $ 614 9.3 %

Radio operating expenses excluding depreciation and amortization expense increased for the three-month period ended March 31, 2023 due to noncash lease expense related to the new office lease that commenced in February 2023 and professional service fees.

Corporate expenses:

(dollars in thousands) Three Months Ended September 30, Nine Months Ended September 30, 2022

2022 2021 $ Change % Change 2022 2021 $ Change % Change

(dollars in thousands) Three Months Ended March 31, 2023

2023 2022 $ Change % Change

Corporate expenses $ 1,884 $ 2,487 $ (603) (24.2) %

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

Corporate expenses decreased for the three -month period ended March 31, 2023 due to lower stock based compensation expense driven by higher bonuses awarded in the prior year, partially offset by professional service fees.

Depreciation and amortization:

(dollars in thousands) Three Months Ended September 30, Nine Months Ended September 30, 2022

2022 2021 $ Change % Change 2022 2021 $ Change % Change

Radio $ 85 $ 179 $ (94) (52.5) % $ 272 $ 553 $ (281) (50.8) %

Outdoor Advertising $ 821 $ 889 $ (68) (7.6) % $ 2,468 $ 2,474 $ (6) (0.2) %

Total depreciation and amortization $ 906 $ 1,068 $ (162) (15.2) % $ 2,740 $ 3,027 $ (287) (9.5) %

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

Loss (gain) on sale of assets:

(dollars in thousands) Three Months Ended September 30, Nine Months Ended September 30, 2022

2022 2021 $ Change % Change 2022 2021 $ Change % Change

Outdoor Advertising $ 26 $ — $ 26 — % $ 71 $ (78) $ 149 (191.0) %

Total loss (gain) on sale of assets $ 26 $ — $ 26 — % $ 71 $ (78) $ 149 (191.0) %

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

Operating (loss) income:

(dollars in thousands) Three Months Ended September 30, Nine Months Ended September 30, 2022

2022 2021 $ Change % Change 2022 2021 $ Change % Change

Radio $ 1,202 $ 3,715 $ (2,513) (67.6) % $ 3,712 $ 9,664 $ (5,952) (61.6) %

Outdoor Advertising 89 497 (408) (82.1) % 139 1,207 (1,068) (88.5) %

All other $ (1,460) $ (2,422) $ 962 (39.7) % $ (5,286) $ (5,908) $ 622 (10.5) %

Total operating (loss) income $ (169) $ 1,790 $ (1,959) (109.4) % $ (1,435) $ 4,963 $ (6,398) (128.9) %

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

Interest expense:

(dollars in thousands) Three Months Ended September 30, Nine Months Ended September 30, 2022

2022 2021 $ Change % Change 2022 2021 $ Change % Change

Interest expense $ (2,404) $ (2,895) $ 491 (17.0) % $ (8,185) $ (8,134) $ (51) 0.6 %

Interest expense increased slightly for the nine-month period ended September 30, 2022 due to (i) the additional funding from SG Broadcasting during 2021, which took the form of additional loans, (ii) accrued interest on the Emmis Promissory Note being paid in kind in the fourth quarter of 2021, (iii) accrued interest on the SG Broadcasting Promissory Notes being paid in kind in the fourth quarter of 2021 and the second quarter of 2022, (iv) an additional 1% paid in kind interest rate applicable beginning May 19, 2021 as a result of Amendment No.

4 to the senior credit facility, and (v) rising interest rates.

These increases were partially offset by the conversion of the outstanding principal and accrued but unpaid interest of the SG Broadcasting Promissory Notes on July 28, 2022.

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

(dollars in thousands) Three Months Ended March 31, 2023

2023 2022 $ Change % Change

Depreciation and amortization $ 159 $ 115 $ 44 38.3 %

Depreciation and amortization expense increased due to intangible software costs related to our updated websites and mobile applications placed in service in the third quarter of 2022.

Gain on disposal of assets:

(dollars in thousands) Three Months Ended March 31, 2023

2023 2022 $ Change % Change

Gain on disposal of assets $ (39) $ — $ (39) — %

The gain on disposal of assets relates to the sale of vehicles in the first quarter of 2023.

Operating loss:

(dollars in thousands) Three Months Ended March 31, 2023

2023 2022 $ Change % Change

Operating loss $ (1,906) $ (1,112) $ (794) 71.4 %

See “Net revenues,” “Operating expenses excluding depreciation and amortization,” "Depreciation and amortization," "Gain on disposal of assets," and “Corporate expenses” above.

Interest expense, net:

(dollars in thousands) Three Months Ended March 31, 2023

2023 2022 $ Change % Change

Interest expense, net $ (103) $ (2,077) $ 1,974 (95.0) %

Interest expense, net decreased for the three-month period ended March 31, 2023 due to the pay down in December 2022 of the senior credit facility, the conversion in July 2022 of the outstanding principal and accrued but unpaid interest of the SG Broadcasting promissory notes into the Company’s Class A common stock, the partial conversions in August and December 2022 of $0.9 million of the outstanding principal of the Emmis convertible promissory notes into the Company’s Class A common stock, as well as a lower interest rate on the outstanding Emmis convertible promissory note after the pay down of the senior credit facility.

This was partially offset by accrued interest on the Emmis convertible promissory note being paid in kind in the fourth quarter of 2022.

Provision for income taxes:

(dollars in thousands) Three Months Ended September 30, Nine Months Ended September 30, 2022

2022 2021 $ Change % Change 2022 2021 $ Change % Change

(dollars in thousands) Three Months Ended March 31, 2023

2023 2022 $ Change % Change

Provision for income taxes $ 75 $ 73 $ 2 2.7 %

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Consolidated net loss:

(dollars in thousands) Three Months Ended September 30, Nine Months Ended September 30, 2022

2022 2021 $ Change % Change 2022 2021 $ Change % Change

(dollars in thousands) Three Months Ended March 31, 2023

2023 2022 $ Change % Change

Consolidated net loss $ (2,107) $ (4,293) $ 2,186 (50.9) %

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

See “Net revenues,” “Operating expenses excluding depreciation and amortization,” "Depreciation and amortization," "Gain on disposal of assets," “Corporate expenses,” and “Interest expense” above.

LIQUIDITY AND CAPITAL RESOURCES

Our primary sources of liquidity are cash provided by operations, cash available through additional borrowings under the SG Broadcasting Promissory Note, and our At Market Issuance Sales Agreement.

Our primary uses of capital have been, and are expected to continue to be, capital expenditures, working capital, debt service requirements and acquisitions.

At September 30, 2022 , we had cash and cash equivalents of $5.9 million and net working capital of $0.6 million.

At December 31, 2021, we had cash and cash equivalents of $6.1 million and net working capital of $7.7 million.

The decrease in net working capital was primarily driven by an increase in the current portion of long-term debt, cash paid for capital expenditures, principal payments on long term debt, and cash paid for the settlement of tax withholding obligations.

At September 30, 2022, we had $66.7 million of borrowings outstanding under the Senior Credit Facility, of which $3.7 million was current.

The borrowing rate under our Senior Credit Facility was 10.6% at September 30, 2022.

Additionally, at September 30, 2022, we had $6.1 million of promissory notes outstanding to Emmis, all of which was classified as long-term.

The debt service requirements of MediaCo over the next twelve-month period are expected to be $11.1 million related to our Senior Credit Facility ($3.7 million of principal repayments and $7.4 million of interest payments).

The Senior Credit Facility bears interest at a variable rate.

The Company estimates interest payments by using the amounts outstanding as of September 30, 2022 and then-current interest rates.

There are no debt service requirements over the next twelve months for the Emmis Convertible Promissory Note.

On November 12, 2022 , MediaCo entered into Amendment No.

5 to its Senior Credit Facility, which lowered the minimum liquidity requirement to $2.0 million through December 15, 2022 and $3.0 million thereafter and removed the testing requirement for the minimum consolidated fixed charge coverage ratio covenant on September 30, 2022.

There is substantial doubt that the Company will be in compliance with these covenants in subsequent periods.

If some or all of these factors continue to influence the economic environment, then MediaCo's liquidity, financial condition or results of operations may be adversely affected.

See Note 1 to the condensed consolidated financial statements, "Liquidity and Going Concern," for additional information.

On July 28, 2022, SG Broadcasting opted to convert $28.0 million plus $1.9 million of accrued interest into 12.9 million Class A Common Shares.

This event reduced the amount of accrued interest and long-term debt on the balance sheet and increased the number of outstanding shares of Class A common stock to approximately 16 million.

We will continue to assess opportunities that will help transform our capital structure.

Our primary sources of liquidity are cash provided by operations and our At Market Issuance Sales Agreement.

Our primary uses of capital have been, and are expected to continue to be, capital expenditures, working capital and acquisitions.

At March 31, 2023 , we had cash, cash equivalents and restricted cash of $15.0 million and net working capital of $13.5 million.

At December 31, 2022, we had cash, cash equivalents and restricted cash of $15.3 million and net working capital of $15.2 million.

The decrease in net working capital was primarily driven by a decrease in accounts receivable related to our discontinued operations that were collected after the sale.

At March 31, 2023, we had $6.0 million of promissory notes outstanding to Emmis under the Emmis Convertible Promissory Note, all of which was classified as long-term and has no debt service requirements over the next twelve months.

As part of our business strategy, we continually evaluate potential acquisitions of businesses that we believe hold promise for long-term appreciation in value and leverage our strengths.

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

Cash flows provided by operating activities were $4.7 million and $4.2 million for the nine months ended September 30, 2022 and 2021, respectively.

The increase was mainly attributable to significant collections in accounts receivable.

Cash flows used in investing activities were $1.8 million for the nine months ended September 30, 2022, attributable to capital expenditures related to a new digital platform project.

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

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

Cash flows provided by financing activities were $0.3 million for the nine months ended September 30, 2021, attributable to net debt proceeds.

Cash flows provided by continuing operating activities were $0.8 million and $4.6 million for the three months ended March 31, 2023 and 2022, respectively.

The decrease was mainly attributable to higher collections in accounts receivable in the prior year.

Cash flows used in continuing investing activities were $0.5 million for the three months ended March 31, 2023, attributable to capital expenditures related to a new digital platform project.

Cash flows used in continuing investing activities were $0.7 million for the three months ended March 31, 2022, attributable to capital expenditures, net of proceeds from the sale of property and equipment.

Cash flows used in continuing financing activities were $0.7 million for the three months ended March 31, 2023, attributable to repurchases of our Class A common stock settlement of tax withholding obligations.

Cash flows used in continuing financing activities were $1.1 million for the three months ended March 31, 2022, attributable to settlement of tax withholding obligations.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis