UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K

ANNUAL REPORT

PURSUANT TO SECTIONS 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

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

 

For the Fiscal Year Ended December 31, 2024

OR

 

☐	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 1-15997

 

ENTRAVISION COMMUNICATIONS CORPORATION

(Exact name of registrant as specified in its charter)

are

Delaware		95-4783236
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1 Estrella Way

Burbank, California 91504

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (310) 447-3870

 

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		EVC		The New York Stock Exchange

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

None

 

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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 ☒ No ☐

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 ☒ No ☐

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		☐		Accelerated filer		☒
Non-accelerated filer		☐		Emerging growth company		☐
Smaller reporting company		☒

 

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 provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates as of June 30, 2024 was approximately $144,167,961 (based upon the closing price for shares of the registrant’s Class A common stock as reported by The New York Stock Exchange for the last trading date prior to that date).

As of March 3, 2025, there were 81,623,559 shares, $0.0001 par value per share, of the registrant’s Class A common stock outstanding, and 9,352,729 shares, $0.0001 par value per share, of the registrant’s Class U common stock outstanding.

Portions of the registrant’s Proxy Statement for the 2025 Annual Meeting of Stockholders scheduled to be held on May 29, 2025 are incorporated by a reference in Part III hereof.

 

 

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ENTRAVISION COMMUNICATIONS CORPORATION

FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024

TABLE OF CONTENTS

 

				Page
PART I
ITEM 1.		BUSINESS		4
ITEM 1A.		RISK FACTORS		12
ITEM 1B.		UNRESOLVED STAFF COMMENTS		19
ITEM 1C.		CYBERSECURITY		19
ITEM 2.		PROPERTIES		20
ITEM 3.		LEGAL PROCEEDINGS		20
ITEM 4.		MINE SAFETY DISCLOSURES		20
PART II
ITEM 5.		MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES		21
ITEM 6.		RESERVED		22
ITEM 7.		MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		23
ITEM 7A.		QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		33
ITEM 8.		FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		34
ITEM 9.		CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		34
ITEM 9A.		CONTROLS AND PROCEDURES		34
ITEM 9B.		OTHER INFORMATION		35
ITEM 9C.		DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS		35
PART III
ITEM 10.		DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE		36
ITEM 11.		EXECUTIVE COMPENSATION		36
ITEM 12.		SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		36
ITEM 13.		CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE		36
ITEM 14.		PRINCIPAL ACCOUNTANT FEES AND SERVICES		36
PART IV
ITEM 15.		EXHIBITS AND FINANCIAL STATEMENT SCHEDULES		37
ITEM 16.		FORM 10-K SUMMARY		40
SIGNATURES				41
POWER OF ATTORNEY				41

 

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GENERAL NOTE

As discussed in more detail throughout this report, during the second quarter of 2024 we sold our Entravision Global Partners, or EGP, business. Unless the context indicates otherwise, references throughout this report to discontinued operations refer to EGP prior to its sale.

Effective July 1, 2024, we realigned our operating segments into two segments – media and advertising technology & services – consistent with our current operational and management structure. Our reportable segments are the same as our operating segments. Prior periods have been recast to conform to this presentation throughout this report. See “Management’s Discussion and Analysis of Results of Operations” and Note 2 to Notes to Consolidated Financial Statements.

 

FORWARD-LOOKING STATEMENTS

This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing.

Forward-looking statements may include the words “may,” “could,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect”, “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Except for our ongoing obligation to disclose material information as required by the federal securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement.

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. Some of the key factors impacting these risks and uncertainties include, but are not limited to:

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For a detailed description of these and other factors that could cause actual results to differ materially from those expressed in any forward-looking statement, please see “Risk Factors,” beginning at page 12 below.

ITEM 1. BUSINESS

The discussion of the business of Entravision Communications Corporation and its wholly-owned subsidiaries, or Entravision or the Company, is as of the date of filing this report, unless otherwise indicated.

Overview

Entravision owns and operates one of the largest groups of Spanish language television and radio stations in the United States. Our mission is to serve our Latino audience as a trusted provider of useful news, information and entertainment and to serve our advertisers by providing multi-channel marketing capabilities to engage our audience.

Entravision also owns and operates a smaller group of television stations that broadcast English language programming and has operations that provide programmatic advertising technology and services. We have organized our operations into two reportable segments. Our media segment includes our television, radio and digital marketing operations. Our advertising and technology services segment provides programmatic advertising and technology services through Smadex, our demand-side programmatic advertising purchasing platform, and Adwake, our performance-based media advertising agency.

In 2024 we discontinued and divested a significant portion of Entravision’s operations, which largely consisted of a collection of acquisitions that had been completed prior to 2024.

Our net revenue for the year ended December 31, 2024 was $364.9 million. Of this amount, revenue generated by our media segment accounted for approximately 61%, and revenue generated by our technology & services segment accounted for approximately 39% of total revenue.

Our principal executive offices are located at 1 Estrella Way, Burbank, California, 91504, and our telephone number is (310) 447-3870. Our corporate website is www.entravision.com. We were organized as a Delaware limited liability company in January 1996 to combine the operations of our predecessor entities. On August 2, 2000, we completed a reorganization from a limited liability company to a Delaware corporation. On August 2, 2000, we also completed an initial public offering of our Class A common stock, which is listed on The New York Stock Exchange under the trading symbol “EVC".

Media

Our strategy is to reach Latino audiences in the United States. We own and/or operate media properties in 13 of the 20 highest-density U.S. Latino markets

Television

We own and/or operate TelevisaUnivision-affiliated television stations in 21 markets, including 14 of the top 50 Latino markets in the United States. Our television operations comprise the largest affiliate group of TelevisaUnivision's Spanish-language Univision and UniMás networks. Univision is among the most-watched broadcast television networks among U.S. Latinos and, according to TelevisaUnivision, Univision and UniMás collectively represent more than half of Spanish language broadcast prime time viewers.

Our Relationship with TelevisaUnivision

Our network affiliation agreement with TelevisaUnivision provides certain of our owned stations the exclusive right to broadcast TelevisaUnivision’s primary Univision network and UniMás network programming in their respective markets. We also generate revenue under a marketing and sales agreement with TelevisaUnivision, which gives us the right to manage the marketing and sales operations of TelevisaUnivision-owned Univision affiliates in three markets – Albuquerque, Boston and Denver. Under our proxy agreement with TelevisaUnivision, we grant TelevisaUnivision the right to negotiate the terms of retransmission consent agreements with multichannel video programming distributors, or MVPDs, for our Univision- and UniMás-affiliated television station signals. Revenue generated from retransmission consent agreements represents payments from MVPDs for access to our television station signals so that they may rebroadcast our signals and charge their subscribers for this programming. The term of each of these current agreements expires on December 31, 2026 for all of our Univision and UniMás network affiliate stations. TelevisaUnivision also owns approximately 10% of our common stock on a fully-converted basis. For more information regarding these agreements and the stock that TelevisaUnivision owns, see Note 16 to Notes to Consolidated Financial Statements.

Local News

We believe that providing local content, particularly local news, is an important part of serving our communities and capturing advertising revenue. According to Pew Research Center, a majority of Americans believe local news is an accurate source of information. We also believe that our local news helps us capitalize on U.S. political advertising revenue in election cycles, particularly as such advertising targets our primarily U.S. Latino viewership, because of what is generally regarded as a more competitive political environment among Latino voters.

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In 2024 we significantly enhanced our local news programming. We also made substantial investments in our news operations to capitalize on advertising inventory during our newscasts. We added early morning and midday news in all of our markets, whereas previously we broadcast early evening and late-night news. We also added weekend news in San Diego, Las Vegas and Denver, whereas previously we provided weekend news only in El Paso, Texas , McAllen, Texas and Palm Springs, California. We also expanded our Las Vegas production facility.

As a result of implementing this strategy, we added 107 new weekly newscasts on our TelevisaUnivision- affiliated television stations, delivering more than 400 hours of weekly news coverage across 415 newscasts. We now provide morning, midday, early evening and late news in all of our markets. We believe that the advertising inventory we offer during these newscasts is valuable to advertisers, including political advertisers in election years. According to The Nielsen Company (US), LLC, or Nielsen, our early local news is ranked first or second among competing local newscasts regardless of language in its designated time slot in nine of our television markets among adults 18-49 and 25-54 years of age, including ties.

Notwithstanding this, industry analysts estimate that local television advertising is declining. To address this industry trend, particularly in a year when we will not generate significant political advertising revenue, we intend to deploy a variety of programs to mitigate declines, increasing the capacity of our sales team, focusing on new account acquisition and selling bundles of television, radio and digital multi-channel marketing. However, no assurance can be provided that such efforts will be successful.

We also intend to focus additional attention on further strengthening our sales team across our media segment. For example, In late 2024 we increased the size of our media sales team and it is our current intention that this will continue in 2025. We also intend to focus on enhancements to our operations and sales support, training and leadership functions.

We multicast network programming streams at most of our television stations, along with our primary network program streams. We periodically evaluate these multicasting operations as well as the amount of bandwidth we must allocate to our primary program streams. The Federal Communications Commission, or FCC, has promulgated regulations allowing broadcast stations to offer, on a voluntary basis, next generation digital television services using the Advanced Television Systems Committee's 3.0 standard (“ATSC 3.0”), which the FCC has called Next Gen TV. In doing so, full power broadcast television stations must offer ATSC 3.0 services alongside a standard ATSC 1.0 digital signal and there will not be a mandatory transition period. We are considering how we will participate in the adoption of ATSC 3.0 technology and we are monitoring how ATSC 3.0 is being adopted and accepted by viewers and advertisers.

Political Advertising Revenue

Over the last several election cycles, numerous pollsters and other sources have reported on both the increasing strength and competitiveness of the Latino vote in the United States. According to Pew Research Center, an estimated 36.2 million U.S. Latinos were eligible to vote in 2024, up from 32.3 million in 2020, representing 50% of the total growth in eligible voters during this time. Latinos have grown at the second-fastest rate of any major racial and ethnic group in the U.S. electorate since the 2020 presidential election and represented an estimated 14.7% of all eligible voters in 2024, an all-time high.

We have benefited from political advertising expenditures in the form of significant revenue from political advertising in Presidential election years (2020, 2024, etc.) and Congressional election years (2018, 2022, etc.). We achieved record political advertising revenue in 2024. In fact, 2024 marked the fifth election cycle in a row where we benefited from increased political advertising revenue compared to the previous election cycle.

Retransmission Consent Revenue

We generate revenue from retransmission consent agreements that are entered into with MVPDs. We grant the MVPDs access to our television signals so that they may rebroadcast the signals and charge their subscribers for this programming. Revenue is recognized as the television signal is delivered to the MVPD. In addition, we generally pay either a per subscriber fee to or share certain of the retransmission consent revenue received from MVPDs with the network providing the programming, which is known in the television industry as reverse network compensation.

On October 2, 2017, we entered into the current proxy agreement with TelevisaUnivision, which superseded and replaced the prior comparable agreement with TelevisaUnivision. The agreement expires on December 31, 2026 for all of the Company’s Univision and UniMás network affiliate stations. Under this proxy agreement, we grant TelevisaUnivision the right to negotiate the terms of retransmission consent agreements for our Univision- and UniMás-affiliated television station signals, which covers substantially all of our retransmission consent revenue. Among other things, the proxy agreement provides terms relating to compensation to be paid to us by TelevisaUnivision with respect to retransmission consent agreements entered into with MVPDs.

Revenue from Spectrum Usage Rights

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We generate revenue from agreements associated with our television stations’ spectrum usage rights from a variety of sources, including but not limited to entering into agreements with third parties to utilize spectrum for the broadcast of their multicast networks, charging fees to accommodate the operations of third parties, including moving channel positions or accepting interference from our broadcasting operations and modifying and/or relinquishing spectrum usage rights while continuing to broadcast through channel sharing or other arrangements. Revenue from such agreements is recognized over the period of the programming agreements or when we have relinquished all or a portion of our spectrum usage rights for a station or have relinquished our rights to operate a station on the existing channel free from interference.

Audio

We own and operate 44 radio stations (37 FM and 7 AM), 39 of which are located in the top 50 Latino markets in the United States. According to Nielsen, our radio stations broadcast into markets with a total population of approximately 19 million U.S. Latinos, which is approximately 31% of the Latino population in the United States.

Our radio operations combine network and local programming with local time slots available for advertising, news, traffic, weather, promotions and community events. This strategy allows us to provide quality programming with significantly lower costs of operations than we could otherwise deliver solely with all locally produced programming. Our stations primarily target Latino listeners and appeal to different preferences, demographics and age groups, including the following formats:

We also broadcast and stream, on an exclusive national basis, National Football League ("NFL") games in Spanish through the 2026-27 season, including Sunday Night Football, Monday Night Football, and the NFL playoffs, on 15 radio stations. Through our partnership with Fútbol de Primera, we will also broadcast the 2025 Concacaf Nations League semifinal and final matches, the 2025 Concacaf Gold Cup, and the 2026 FIFA World Cup on our radio stations.

U.S. Digital Marketing Solutions

U.S. advertisers spend nearly four times more money advertising on digital channels than they spend on television and radio, according to Emarketer. Search, social, streaming video and retail media have grown dramatically over the last two decades and are expected to continue to grow. According to Emarketer, U.S. digital ad spending is expected to reach $461 billion by 2028, which represents nearly 50 percent growth over 2024.

Our objective in our U.S. digital marketing solutions business is to sell digital advertising to our local advertising customers in addition to their broadcast advertising purchases. We sell search, social, streaming video and streaming audio advertising solutions primarily to our television and radio advertising customers.

Among the U.S. digital marketing solutions we offer is AudioEngage, an audio network with over 200 premium publishers. Audio Engage serves as a digital audio advertising marketplace that allows advertisers to reach audiences across music, radio and podcast environments. Advertisers can place orders through AudioEngage programmatically or through our local or national sales teams. The streaming audio inventory consists of streams from our stations and our El Botón app, as well as Spanish-language audio inventory.

The largest amount of our U.S. digital marketing solutions revenue comes from Audio Engage and the majority of our U.S. digital marketing solutions revenue comes from audio clients.

Other digital marketing solutions we offer include Entravision Plus, through which we resell streaming video inventory on a third-party platform, and Entravision Digital, which consists of inventory on our websites.

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Our Television and Radio Station Portfolios

The following table lists information concerning each of our owned and/or operated television and radio stations in order of market rank and its respective market:

 

Market and Market Rank by Latino Households				Television Station		Television Programming		Radio Station		Radio Programming
Los Angeles-San Diego-Ventura, CA		1						KLYY-FM KDLD-FM KDLE-FM KSSD-FM KSSE-FM KSSC-FM		José Viva Cumbia Viva Cumbia José José La Suavecita
Miami-Ft. Lauderdale-Hollywood, FL		3						WLQY-AM		Other
Phoenix, Arizona		8						KLNZ-FM KFUE-FM KVVA-FM		La Tricolor Fuego La Suavecita
Orlando-Daytona Beach-Melbourne, FL		10		WOTF-TV		Other
Tampa-St. Petersburg (Sarasota), FL		11		WFTT-TV		Other
Harlingen-Weslaco-Brownsville-McAllen, TX		12		KNVO-TV KTFV-CD(1) KMBH-LD(1) KXFX-CD (1) KFXV-TV KCWT-CD(1)		Univision UniMás Fox Fox Fox CW		KFRQ-FM KKPS-FM KNVO-FM KVLY-FM		Other Fuego La Suavecita Other
Sacramento-Stockton-Modesto, CA		13						KRCX-FM KHHM-FM KNTY-FM KXSE-FM KMIX-FM KTSE-FM KCVR-FM		La Tricolor Fuego Other La Suavecita La Tricolor La Suavecita Fuego
Washington, D.C.		16		WMDO-CD(1)(4) WJAL-TV(4)		LATV Other
Denver-Boulder, CO		17		KCEC-TV(2) KTFD-TV		Univision UniMás		KJMN-FM KXPK-FM KMXA-AM KPVW-FM		La Suavecita La Tricolor TUDN La Tricolor
San Diego, CA		18		KBNT-CD(1) KHAX-LD(1) KDTF-LD(1)		Univision Univision UniMás
El Paso, TX		19		KINT-TV KTFN-TV		Univision UniMás		KOFX-FM KINT-FM KYSE-FM KSVE-AM KHRO-AM		Other La Suavecita Fuego TUDN La Suavecita
Albuquerque-Santa Fe, NM		20		KLUZ-TV(2) KTFQ-TV		Univision UniMás		KRZY-FM KRZY-AM		La Suavecita TUDN
Boston, MA		23		WUNI-TV(2) WUTF-TV		Univision UniMás
Las Vegas, NV		24		KINC-TV KNTL-LD(1) KELV-LD(1)		Univision Univision UniMás		KRRN-FM KQRT-FM		Fuego La Tricolor
Hartford-New Haven,CT,		29		WUVN-TV(4) WUTH-CD(1)(4)		Univision UniMás

 

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Ranked by Latino Households		Rank		Television Station		Television Programming		Radio Station		Radio Programming
Corpus Christi, TX		34		KORO-TV KCRP-CD(1)		Univision UniMás
Monterey-Salinas-Santa Cruz, CA		36		KSMS-TV(4) KDJT-CD(1)(4)		Univision UniMás		KLOK-FM KSES-FM KMBX-AM		La Tricolor La Suavecita La Suavecita
Odessa-Midland, TX		39		KUPB-TV		Univision
Yuma, Arizona-El Centro, CA		44		KVYE-TV KAJB-TV(2)		Univision UniMás		KSEH-FM KMXX-FM		La Suavecita La Tricolor
Laredo, TX		48		KLDO-TV KETF-CD(1) KXOF-CD(1)		Univision UniMás Fox
Colorado Springs-Pueblo, CO		50		KVSN-DT KGHB-CD(1)		Univision UniMás
Santa Barbara-Santa Maria- San Luis Obispo, CA		53		KPMR-TV K17GD-D(1)		Univision Univision
				K32LT-D(1)		Univision
				KTSB-CD(1)		UniMás
				K10OG-D(1)		UniMás
Palm Springs, CA		54		KVER-CD(1)		Univision		KLOB-FM		La Suavecita
				KVES-LD(1)		Univision		KPST-FM		Fuego
				KEVC-CD(1)		UniMás
				KMIR-TV		NBC
				KPSE-LD(1)		Other
Lubbock, TX		56		KBZO-LD(1)		Univision		KAIQ-FM KBZO-AM		La Tricolor TUDN
Wichita-Hutchinson, KS		62		KDCU-DT		Univision
Reno, NV		63		KREN-TV KRNS-CD(1)		Univision UniMás		KRNV-FM		La Tricolor
Springfield-Holyoke, MA		66		WHTX-LD(1)		Univision
San Angelo, TX		110		KEUS-LD(1) KANG-LD(1)		Univision UniMás
Tecate, Baja California, Mexico (San Diego)		(—)		XHDTV-TV(3)		Other
Tijuana, Baja California, Mexico (San Diego)		(—)		XHAS-TV(3)		Other
Matamoros, Tamaulipas, Mexico (Harlingen- Weslaco-Brownsville- McAllen)		(—)		XHRIO-TV(3)		Not currently broadcasting

 

Media Competition

We face intense competition in the broadcasting business. In each television market, we typically compete with the local affiliates of the five principal English-language television networks, NBC, ABC, CBS, Fox and the CW Network. In certain markets, we also compete with the local affiliates of Telemundo as well as other Spanish-language networks, including Estrella Media. Most of the companies with which we compete have significantly greater resources and some have longer operating histories than we do. We also directly or indirectly compete with all other forms of media.

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Advertisers allocate finite advertising budgets across different media. We believe that the advent of new technologies and services, including digital advertising, may result in continued emphasis by certain advertisers on these new technologies and services as compared to legacy media, such as television and radio.

Each of our radio stations competes for audience share and advertising revenue directly with both Spanish-language and English-language radio stations in its market, and with other media. Our primary competitors in our markets in Spanish-language radio are TelevisaUnivision, iHeartMedia Inc. (formerly Clear Channel Communications Inc.), Audacy (formerly Entercom, Inc.) and Spanish Broadcasting System, Inc. These and many of the other companies with which we compete are companies that have significantly greater resources and longer operating histories than we do. We also directly or indirectly compete with all other forms of media. Advertisers allocate finite advertising budgets across different media. We believe that the advent of new technologies and services, including digital advertising on digital platforms owned and operated by media companies, may result in continued emphasis by certain advertisers on these new technologies and services as compared to legacy media, such as television and radio.

Advertising Technology & Services

In our advertising technology & services segment, we provide our advertisers a full suite of managed services to drive both local server messaging and brand success. Our focus is to create campaigns that optimize a brand's goals through a variety of strategies.

Smadex

Smadex is our proprietary programmatic ad purchasing platform, which is also known in our industry as a "demand-side” platform. Driven by artificial intelligence (“AI”), it provides advertising solutions to customers, primarily mobile app developers, who are located in 54 countries. Smadex works with hundreds of advertisers globally and manages more than three million mobile ad requests per second from over 8 billion devices.

A demand-side platform enables advertisers to purchase advertising electronically and manage data-driven advertising campaigns via global online marketplaces where media companies aggregate their advertising inventory. Programmatic advertising, in addition to being automated, is intended to enable more precise audience targeting of online users in advertising campaigns because of the aggregation, analysis and use of data about the online users who are the targets of the advertising campaigns. Smadex has focused its business on mobile app developers. The services we offer with Smadex are primarily managed, which means our knowledgeable operations team implements the advertising campaign.

The Smadex platform utilizes proprietary technology, including AI, on a cloud-based infrastructure. Smadex employs software engineers who design hundreds of algorithms that rapidly process millions of data points from previous and current ad campaigns, together with data and ad campaign details from our advertisers, to programmatically acquire advertising inventory from online marketplaces for advertising inventory. The resulting analytics allow advertisers to bid on and instantaneously acquire the advertising inventory that they value the most, pay less for advertising inventory they value less and refrain from bidding on advertising inventory that does not fit their ad campaign parameters.

In 2024, we increased our investment in Smadex, including increases in our sales force, technology team and cloud infrastructure. Going forward, we intend to focus on further building AI into our Smadex platform and expanding our sales team to increase the number of customers we serve, among other things.

Adwake

Adwake provides managed services similar to those provided by Smadex, except that our sales team uses third-party programmatic platforms for ad purchases. We are paid when a specific action is completed—such as an app install, a purchase or a registration. Adwake makes a profit between what the app developer pays Adwake to acquire a mobile app user and what it costs Adwake to find and deliver that user.

Data Use

Our ability to optimize performance of advertising campaigns and help advertisers determine the effectiveness of those advertising campaigns depends on our ability to successfully aggregate and leverage data, including data that we collect from advertisers, platforms, technology companies and third parties, as well as data we access from our own operating history. Using cookies and non-cookie-based software, we collect information about the interactions of online users with advertisers and digital platforms owned and operated by media companies. Through data analytics, we also enable advertisers to gain insights into the performance of their advertising campaigns and manage those campaigns with a view toward maximizing return on their advertising investment. Key to our ability to aggregate such data is using certain tracking software in our business. Programmatic advertising companies use unique identifiers to track online user activity across the Internet and apps. It is this tracking ability that allows advertisers to both send an online user who meets the parameters of an advertising campaign targeted advertisements and determine how successful their advertising campaigns are.

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This tracking ability is restricted by a number of factors. This is a dynamic and rapidly evolving area. See Item 1A, “Risk Factors”.

Technology Competition

The advertising technology & services business is dynamic, rapidly changing and highly competitive, influenced by frequent technological advances, trends in both the overall advertising and digital advertising markets, changing customer perceptions and expectations, and governmental or regulatory oversight and action in the areas of data use, data privacy and other matters.

Smadex and Adwake compete with other advertising technology and services companies such as AppLovin Corporation, The Trade Desk, Inc., Criteo Corp., Liftoff, Inc. and Moloco, Inc., which also have a global presence selling advertisements through their ad purchasing platforms. Many of our competitors in the advertising technology & services business have significantly larger financial resources and/or longer operating histories than we have in this space.

Entravision Global Partners

Prior to the sale of our EGP business in June 2024, for financial reporting purposes we reported in three segments – digital, television and audio - based on the type of medium in which we sold advertising. Our digital segment was the largest segment in terms of revenue and our EGP business was the largest component of our digital segment.

In our former EGP business, we acted as an intermediary between primarily global media companies and advertisers, which consisted of either the enterprise or its ad agency running the advertisement. Our customers were both these primarily global media companies and advertisers. On March 4, 2024, we received a communication from Meta Platforms, Inc. (“Meta”) that it intended to wind down its Authorized Sales Partners ("ASP") program globally and end its relationship with all of its ASPs, including us, by July 1, 2024. As a result of this communication from Meta, our CEO, who is also our chief operating decision maker ("CODM"), led a thorough review of our operations, cost structure, digital strategy and organization of our business. This review led to the decision to sell the enterprises comprising our EGP business -- the largest business unit of what was then our digital segment. Following this decision, during the second quarter of 2024, we entered into a definitive agreement to sell substantially all of our EGP business to IMS Internet Media Services, Inc. ("IMS"). The transaction was completed on June 28, 2024. The remaining parts of our EGP business, Jack of Digital ("Jack of Digital") and Adsmurai, S.L. ("Adsmurai"), were each sold back to their respective founders in separate transactions during the second quarter of 2024.

As a result of the sale of our EGP business, effective July 1, 2024, we have realigned our operating segments into two segments – media and advertising technology & services – based on the products and services we sell, consistent with our current operational and management structure, the basis that is now used for internal management reporting and how our CEO evaluates our business.

Seasonality

Seasonal net revenue fluctuations are common in television and radio broadcasting, and are due primarily to fluctuations in advertising expenditures by local and national advertisers. In our media segment, our first fiscal quarter generally produces the lowest net revenue for the year, and our second and third fiscal quarters generally produce the highest net revenue for the year. In addition, advertising revenue across our segments is generally higher during presidential election years (2020, 2024, etc.) and, to a lesser degree, Congressional mid-term election years (2018, 2022, etc.), resulting from increased political advertising in those years compared to other years. Advertising revenue in our audio operations is also generally higher during years when we broadcast the FIFA World Cup on our radio stations (2018, 2022, etc.).

Our advertising technology & services operations are not significantly subject to seasonality, although net revenue in this segment generally is expected to increase in each fiscal quarter over the course of the year.

Regulation of Television and Radio Broadcasting

General. The FCC regulates television and radio broadcast stations pursuant to the Communications Act of 1934, as amended (the “Communications Act”). Among other things, the FCC determines the particular frequencies, locations and operating power of stations; issues, renews, revokes and modifies station licenses; regulates equipment used by stations; and adopts and implements regulations and policies that directly or indirectly affect the ownership, changes in ownership, control, operation, programming, MVPD carriage and employment practices of stations.

A licensee’s failure to observe current and future requirements of the Communications Act or FCC rules and policies may result in the imposition of various sanctions, including admonishment, fines, the grant of renewal terms of less than eight years, the grant of a license renewal with conditions or, in the case of particularly egregious violations, the denial of a license renewal application, the revocation of an FCC license or the denial of FCC consent to acquire additional broadcast properties.

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FCC Licenses. Television and radio stations operate pursuant to licenses that are granted by the FCC for a term of eight years, subject to renewal upon application to the FCC. We carefully monitor our stations’ compliance with the various regulatory requirements that are necessary for the FCC renewal process.

License renewal applications for certain of our stations remain pending. The affected stations are authorized to continue operations until the FCC acts upon those applications. We have no reason to believe that our licenses will not be renewed in the ordinary course, although there can be no assurance to that effect.

Ownership Matters. The FCC applies a series of broadcast ownership rules that, among other things, limit the amount of foreign ownership, capitalization structures and cross-ownership with other broadcasters by shareholders, directors and officers in companies such as ours. We monitor these rules carefully to assure compliance.

The Communications Act requires prior consent of the FCC for the assignment of a broadcast license or the transfer of control of an entity holding a license. In determining whether to approve an assignment of a television or radio broadcast license or a transfer of control of a broadcast licensee, the FCC considers a number of factors pertaining to the assignee or transferee including compliance with various rules limiting common ownership of media properties, the “character” of the licensee and those persons holding “attributable” interests therein, and the Communications Act’s limitations on foreign ownership and compliance with the FCC rules and regulations.

Under the Communications Act, a broadcast license may not, absent a public interest determination by the FCC, be granted to or held by persons who are not U.S. citizens, by any corporation that has more than 20% of its capital stock owned or voted by non-U.S. citizens or entities or their representatives, by foreign governments or their representatives or by non-U.S. corporations. Our certificate of incorporation restricts the ownership and voting of our capital stock to enable us to comply with these foreign ownership limitations.

With regard to the national television ownership limit, a company can own full-power television stations collectively reaching up to a 39% share of U.S. television households. Limits on ownership of multiple television stations in the same local market still apply, even if the 39% limit is not reached on a national level. The FCC has an open proceeding to determine whether and how to apply the UHF discount policy, whereby UHF stations are deemed to serve only one-half of the population in their television markets for purposes of the national television ownership limit.

The FCC has previously decided that TelevisaUnivision holds an attributable interest in certain of our television stations affiliated with its broadcast networks, which it must count for local and national multiple ownership purposes. Should the UHF discount be eliminated or the nationwide cap be interpreted to treat all stations on an equal basis, TelevisaUnivision may, in the absence of retroactive applicability, which the FCC customarily does not apply, have to divest certain stations or be limited in its ability to acquire certain additional television stations.

“Retransmission Consent” and “Must Carry” Rules. FCC regulations implementing the Cable Television Consumer Protection and Competition Act of 1992 (the "Cable Act"), require each full-power television broadcaster to elect, at three-year intervals beginning October 1, 1993, to either:

For the three-year period that commenced on January 1, 2024, we elected “retransmission consent” with most of the MVPDs that carry our full-power television programming in our television markets. We have arrangements or have entered into agreements with nearly all of our MVPDs as to the terms of the carriage of our television stations and the compensation we will receive for granting such carriage rights.

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Regulation of Digital Advertising

We are subject to many U.S. federal and state laws and regulations, as well as laws and regulations of other jurisdictions, applicable to businesses engaged in providing digital advertising services. The United States and certain foreign governments have enacted, considered or are currently considering legislation or regulations that relate to digital advertising activities and the use of consumer data and personally identifying information, or PII, in digital advertising. In general, these laws limit the use of PII, impose substantial information security obligations, limit our ability to transfer data across national borders, provide consumers with expanded rights to access and delete their data and PII, limit the retention and use of that information, and provide consumers with the right to opt out of or opt in to the sharing of personal data for retargeting and certain customized advertising purposes. Examples of these laws include several U.S. state privacy laws and regulations, such as the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act, or the Delete Act, and regulations promulgated thereunder, the General Data Protection Regulation, or GPDR, which applies to activities conducted from an establishment in the European Union, or the E.U., as well as the United Kingdom Data Protections and the U.K. GDPR, which apply to activities conducted by businesses processing data in the U.K. These privacy and data-protection related laws and regulations are evolving rapidly, with new or modified laws and regulations proposed and implemented frequently, and existing laws and regulations subject to new or different interpretations.

Compliance with general consumer data privacy practices is enforced by the Federal Trade Commission, or the FTC, and state Attorneys General in the United States. The FTC may bring enforcement actions under its enforcement authority under Section 5 of the Federal Trade Commission Act of 1914, as amended, to challenge allegedly unfair and deceptive trade practices, including the violation of privacy policies, data security, consumer tracking and data aggregation.

We also participate in industry self-regulatory programs, including the Interactive Advertising Bureau, or IAB, under which, in addition to other compliance obligations, we provide consumers with notice about our use of cookies and our collection and use of data in connection with the delivery of targeted advertising, and allow them to opt out from the use of data we collect for the delivery of targeted advertising. Certain industry standard technology solutions seek to facilitate compliance with various U.S. and foreign laws. These include the IAB’s Transparency and Control Framework, which manages compliance for digital advertising under the GDPR and other E.U. and U.K. privacy laws; and the IAB’s Multi-State Privacy Agreement, which assists advertising agencies, marketers, publishers and ad-tech companies to comply with state privacy laws. Use of these solutions can create additional costs and complexity for us in engaging with customers, and will require effort to monitor the impact of proposed changes, all of which may increase operating costs, or limit our ability to operate or expand our business. Some self-regulatory bodies have the ability to discipline members or participants. Additionally, they could refer violations of their requirements to the FTC or other regulators.

Human Capital Management

As of December 31, 2024, we had approximately 990 employees in approximately 20 countries worldwide. Approximately 684 employees were employed in the United States and approximately 306 employees were employed in foreign countries. While we do not employ specific human capital measures in our business, we are committed to the overall health, safety and wellness of our employees. We offer our employees various health and wellness benefits that are tailored to the countries in which they are located, which we believe provide a sense of security. We also offer career growth and development opportunities. For example, we make available to our sales team, on a global basis, training to enhance their job-related skills.

We are committed to providing a work environment that is free of unlawful harassment, discrimination and retaliation. We have a strict policy prohibiting sexual harassment, as well as harassment or discrimination based on race, gender and other specified statuses and conditions. Unlawful harassment in any form, including verbal, physical and visual conduct, threats, demands and retaliation, is prohibited. We have established hotline and anonymous complaint processes for any employee who believes that these policies have been violated.

ITEM 1A. RISK FACTORS

Risks in our Media Operations

We operate in highly competitive industries subject to changing technologies, and we may not be able to compete successfully.

We operate in highly competitive industries. Our television and radio stations compete for audiences and advertising with other television stations, radio stations and digital media platforms, as well as with other forms of media and content delivery. Advances in technologies and alternative methods of content delivery, as well as changes in audience or advertiser expectations driven by changes in these or other technologies and methods of content delivery across our segments, could have a material adverse effect on our business and results of operations.

New technologies and methods of buying advertising present an additional competitive challenge, as competitors offer products and services such as the ability to purchase advertising programmatically or bundled offline and online advertising, aimed at capturing advertising spend that previously went to broadcasters. Our inability, for technological, business or other reasons, to adapt to changes in program offerings and technology on a timely and effective basis, exploit new sources of revenue from these changes, or to enhance, develop, introduce and deliver compelling advertising solutions in response to changing market conditions and technologies or evolving expectations of advertisers may have a material adverse effect on our business and results of operations.

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We do not have long-term commitments from our advertisers, and we may not be able to retain or attract new advertisers.

Our success depends, in part, upon our ability to secure repeat business from existing advertisers, while expanding the number of advertisers for which we provide services. Because we do not have long-term agreements with advertisers, and because advertising insertion orders may be cancelled prior to the completion of the campaign without penalty, subject to payment for advertisements that have already been delivered, we cannot guarantee that our current advertisers will continue to use our services, or that we will be able to replace advertisers who cease using our services with new advertising customers. These events, were they to occur, would have a material adverse effect on our business and results of operations, especially if we are unable to replace such advertising purchases.

While our revenue is variable based on many factors, many of our operating expenses are fixed.

Many of our operating expenses are based, at least in part, on our expectations of future revenue and are therefore relatively fixed once budgeted. Weakness in advertising sales or our inability to change some of our fixed operating costs to variable operating costs could narrow profit margins and have a material adverse effect on our business and results of operations.

Our business is exposed to risks associated with the creditworthiness of our key advertisers and other strategic business partners.

Periodic economic downturns may result in financial instability or other adverse effects for many of our advertisers and other strategic business partners. Disruption of the credit markets, a prolonged recession and/or sluggish economic growth in future periods could adversely affect our customers’ ability to access credit which supports the continuation and expansion of their businesses and could result in advertising or broadcast cancellations or suspensions, payment delays or defaults by our customers.

We are a party to various retransmission consent agreements that may be terminated or not extended following their current termination dates.

If our retransmission consent agreements are terminated or not extended following their current termination dates, our ability to reach MVPD subscribers and, thereby, compete effectively, may be adversely affected, which could have a material adverse effect on our business and results of operations.

Retransmission consent revenue may decline.

Revenues generated from our retransmission consent agreements may decline and may be adversely affected by a variety of factors. The principal factor is the reduction in subscribers as existing subscribers elect to terminate service, thereby reducing the subscriber base on which retransmission consent payments are determined. Other factors that may have an adverse effect on such revenues are network program suppliers seeking reverse network compensation, the growing concentration in the MVPD industry, and the resistance of MVPDs to continue to compensate broadcasters adequately for the programming that they deliver. All of these factors may result in the amounts that MVPDs are willing or able to pay for our programming being materially adversely affected.

Changes in the competitive landscape or technology may impact our ability to monetize our spectrum assets.

We rely on the demand to broadcast multicast networks and demand from telecommunications operators to operate interference free in our markets in order to monetize our spectrum. There are no assurances that this demand will continue in future periods. If we are not able, for technological, business or other reasons, to adapt to these changes in technology on a timely and effective basis, our ability to monetize our spectrum assets could be impacted and have a material adverse effect on our business and results of operations.

We face declining audiences in our television and audio operations.

In general, our television and audio operations face declining audiences, which we believe is present across the broadcast industry, competition with the other major Spanish-language broadcasters, and changing demographics and preferences of audiences in terms of the media they prefer to view, including streaming and social media, as well as other digital and innovative outlets. We anticipate that these changes in viewer habits will persist and may accelerate for at least the foreseeable future and possibly permanently. Additionally, we have previously noted a trend for advertising to move increasingly from traditional media, such as television, to new media, such as digital media, and we expect this trend to continue. As a result of these trends, our business and results of operations could be materially adversely affected.

Our television stations compete for audiences and advertising revenue primarily on the basis of programming content and advertising rates. Audience ratings are a key factor in determining our television advertising rates and the revenue that we generate. If our network partners’ programming success or ratings were to decline, it could lead to a reduction in our advertising rates and advertising revenue on which our television business depends. Additionally, by aligning ourselves closely with TelevisaUnivision, we might forego other opportunities that could diversify our television programming and avoid dependence on TelevisaUnivision’s television networks. Decreases in audience ratings, with potential resulting decreases in advertising rates and revenue, could have a material adverse effect on our business and results of operations.

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Our emphasis on enhancing our local news programming as a means to increase advertising revenue may not produce the results we hope.

We have made a substantial investment in enhancing our sales teams and local news programming as a strategy to capitalize on what we hope to be increased avenues to advertising revenue. We may not be successful in such efforts, because our local news programming and/or sales efforts may not be, or may not be perceived to be, effective or attractive to advertisers.

If our network affiliation and/or other contractual relationships with broadcast networks, including but not limited to TelevisaUnivision, terminate or otherwise change in an adverse manner, it could negatively affect our television ratings, business, results of operations and financial condition.

Our network affiliations and other contractual relationships with television networks, particularly TelevisaUnivision, are essential to our business, results of operations and financial condition. If our network affiliation and/or other agreements or contractual relationship with a network, especially in the case of the Univision network, were terminated, in whole or in part, or if a network, such as Univision, were to stop providing programming to us for any reason and we were unable to obtain replacement programming of comparable quality, it would have a material adverse effect on our business, results of operations and financial condition.

TelevisaUnivision’s ownership of our Class U common stock may make some transactions difficult or impossible to complete without TelevisaUnivision’s consent.

TelevisaUnivision is the holder of all of our issued and outstanding Class U common stock. Although the Class U common stock has limited voting rights and does not include the right to elect directors, we may not, without the consent of TelevisaUnivision, merge, consolidate or enter into a business combination, dissolve or liquidate or dispose of any interest in any FCC license with respect to television stations which are affiliates of TelevisaUnivision, among other things. TelevisaUnivision’s ownership interest may have the effect of delaying, deterring or preventing a change in control and may make some transactions more difficult or impossible to complete without TelevisaUnivision’s support or due to TelevisaUnivision’s then-existing media interests in applicable markets.

Risks in Our Advertising Technology & Services Operations

If we fail to maintain and grow our relationships with our advertisers, our business, results of operations and financial condition could be adversely affected.

The agreements we typically have with advertisers do not require them to use our services exclusively. Because they may conduct business with digital platforms with which we do not have commercial agreements, we cannot assure you that we will be able to maintain our existing relationships with advertisers, or develop new relationships with them. If we fail to retain or expand our existing advertiser base or increase the amount of advertising purchases they make through us, our revenues and results of operations could be materially adversely affected.

Reduced advertising inventory or advertising channels or changes in the attractiveness of certain advertising channels could have a material adverse effect on our business, results of operations and financial condition.

The amount, quality, type and cost of advertising inventory available through Smadex and Adwake are subject to fluctuation. Any decrease in the availability of advertising inventory could reduce the services we offer to advertisers and decrease the perceived value or effectiveness of those services.

Changes in the attractiveness of advertising inventory that we access, due to events outside our control, may reduce demand for the inventory we sell. If we fail to maintain a diversified mix or consistent supply of quality inventory for any reason, a possible decrease in the demand for our services could have a material adverse effect on our business and results of operations.

New and existing technologies and changes in third party platforms that modify the digital advertising marketplace and how advertising is conducted online could have a material adverse effect on our business and results of operations.

Our industry is subject to rapid and frequent changes in technology, including the introduction of privacy-forward technologies aimed at limiting or blocking digital advertising and customized or targeted advertising. Such actions could reduce the value of our services, and have a material adverse effect on our business, results of operations and financial condition. Further restrictions by third party platforms could adversely affect our ability to use data in our advertising technology & solutions business, which could have a material adverse effect on our business and results of operations.

If we fail to respond to changes in the digital advertising industry, our business may become less competitive.

Our business depends not only on our ability to effectively service the advertisers with which we have relationships, but to develop new solutions in order to meet the changing needs of advertisers. Digital platforms are quickly evolving, while both media companies and advertisers are learning more about the digital advertising industry. As advertisers further develop their own technological knowledge that would allow them to navigate the digital advertising market themselves, and to the degree that digital platforms become more directly accessible to advertisers, our role as an intermediary between media companies selling their advertising inventory through various platforms and advertisers could become less attractive, resulting in a material adverse effect on our business and results of operations.

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We compete with media companies themselves, as well as with other digital advertising companies.

We compete both with other digital advertising companies and with large media companies themselves that sell their own advertising inventory directly to advertisers. The decision of such media companies to compete with us may be unrelated to the results we achieve by our own efforts and could materially adversely affect our business and results of operations.

Our systems and IT infrastructure may be subject to security breaches and other cybersecurity incidents.

We rely on the accuracy, capacity and security of our IT systems, some of which are managed or hosted by third parties. Maintaining the security of computers, computer networks and data storage resources is a critical issue for us and our counterparties, as security breaches, including computer viruses and malware, denial of service actions, misappropriation of data and similar events through the Internet (including via devices and apps connected to the Internet), and through email attachments and persons with access to these information systems, could result in vulnerabilities and loss of and/or unauthorized access to proprietary or confidential information, including but not limited to PII. We may face attempts by hackers, cybercriminals or others with or without authorized access to our systems to misappropriate proprietary information, confidential information, including but not limited to PII, and technology, interrupt our business and/or gain unauthorized access to confidential information, including but not limited to PII. To the extent that any disruptions or security breaches result in a loss or damage to our data, it could cause harm to our reputation, potentially impair our advertisers’ access to Smadex and could potentially cause operational delays and other adverse impacts on our operations. In addition, we could face enforcement actions by governments in the jurisdictions in which we operate, which could result in fines, penalties and/or other liabilities, which may cause us to incur legal fees and costs and/or additional costs associated with responding to a cyberattack.

Increased regulation regarding cybersecurity may increase our costs of compliance, including fines and penalties, as well as costs of cybersecurity audits and associated repairs or updates to infrastructure, physical systems or data processing systems. Any of these actions could have a material adverse effect on our business and results of operations. Although we maintain insurance coverage to protect us against some of these risks, such coverage may be insufficient to cover all losses or types of claims that may arise in the event we experience a cybersecurity incident, data breach or disruption, unauthorized access or failure of systems.

Our international operations subject us to significant costs and risks.

Our international operations subject us to many risks associated with supporting a business across many cultures, customs, monetary, legal and regulatory systems. Such general risks include but are not limited to geopolitical concerns, local politics, governmental instability, socioeconomic disparities, fiscal policies, high inflation and hyper-inflation, currency fluctuations, currency exchange controls, restrictions on repatriating foreign-derived profits to the United States, local regulatory compliance, punitive tariffs, different local tax policies, trade embargoes, import and export license requirements, trade restrictions, greater difficulty collecting accounts receivable, unfamiliarity with local laws and regulations, differing legal standards in enforcing or defending our rights in courts or otherwise, changes in labor conditions, difficulties in staffing and managing international operations, difficulties in finding personnel locally who are capable of complying with the financial and reporting requirements of U.S. reporting companies, actions taken by foreign governments to respond to localized public health and other emergencies, and other cultural differences. Foreign economies may differ favorably or unfavorably from the U.S. economy in growth of gross domestic product, rate of inflation, market development, rate of savings, capital investment, resource self-sufficiency and balance of payments positions, and in many other respects.

Some of the key specific risks to which we are subject as a result of our international operations in those markets where we currently operate, and those markets where we may expand our operations in the future, include, but are not limited to:

We may be exposed to certain risks enforcing our legal rights generally in some of the countries in which we operate.

Unlike the United States, most of the countries in which we operate have a civil law system based on written statutes in which judicial decisions have limited precedential value. While we believe that most or all the countries in which we operate have enacted laws and regulations to deal with economic matters such as corporate organization and governance, foreign investment, intellectual property, commerce, enforcement of contractual rights, taxation and trade, our experience in interpreting and enforcing our rights under these laws and regulations is limited, and our future ability to enforce commercial claims or to resolve commercial disputes in any of these countries is therefore unpredictable. These matters may be subject to the exercise of considerable discretion by national, provincial or municipal governments, agencies and/or courts, and forces and factors unrelated to the legal merits of a particular matter or dispute may influence their determination.

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The technology on which we rely may not be protectable, which could result in competition from others who may utilize the same, or similar technology.

We rely on various technologies in our business, including but not limited to our Smadex ad purchasing platform, and the aggregation and analysis of data collected about online users in our advertising technology & services business. While much of this technology is proprietary, we have not determined the extent to which this technology is protectable. To the extent that such technology is not protectable, others could use the same, or similar, technology in competition with us. Such competition could have a material adverse effect on our business, revenue and results of operations.

In the past we have experienced, and we may in the future experience, difficulty establishing adequate management and financial controls in some of the countries in which we operate.

Certain of the countries in which we operate historically have been deficient in U.S.-style local management and concepts of internal control over financial reporting, or ICFR, as well as in modern banking and other control systems. We have experienced these problems in the past and may experience them in the future. We have had, and we may have, difficulty in hiring and retaining a sufficient number of locally-qualified employees to work in such countries who are capable of satisfying all the obligations of a U.S. public reporting company, including ICFR. As a result of these factors, we may experience difficulty in establishing adequate management and financial controls (including ICFR), collecting financial data and preparing financial statements, books of account and corporate records and instituting business practices in such countries in order to meet the requirements of generally accepted accounting principles in the United States, or U.S. GAAP, and the rules and regulations of the SEC as in effect from time to time that are applicable to reporting companies.

Financial Risks

Our substantial level of debt could limit our ability to grow and compete.

Our total indebtedness, net of unamortized debt issuance costs, was $187.0 million as of December 31, 2024. Our substantial indebtedness could have important consequences to our business, including without limitation:

The 2023 Credit Agreement contains various covenants that limit management’s discretion in the operation of our business.

The 2023 Credit Agreement contains certain covenants and ratios that limit the ability of us to, among other things:

If we fail to comply with any of the covenants or ratios under the 2023 Credit Agreement, or if we are unable to meet our debt service obligations, our lenders could elect to declare all amounts borrowed to be immediately due and payable, together with accrued and unpaid interest; and/or terminate their commitments, if any, to make further extensions of credit. Any such action by our lenders would have a material adverse effect on our overall business and financial condition.

The failure to comply with the financial covenants under the 2023 Credit Agreement could have a material adverse effect on our operations and financial condition.

The 2023 Credit Agreement contains various financial covenants. Our failure to meet these covenants would constitute an event of default under the 2023 Credit Agreement.

As a result of the sale of the EGP business, consolidated EBITDA (as defined in the 2023 Credit Agreement) has been significantly reduced. Due to this and other risks and uncertainties regarding forecasts and projections about our operations, industry, financial condition, performance, operating results and liquidity, we may not maintain compliance with the financial covenants in the 2023 Credit Agreement.

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If an event of default were to occur and if we are unable to obtain waivers or amendments to the 2023 Credit Agreement, our lenders, among other actions, could elect to declare all amounts borrowed to be immediately due and payable, together with accrued and unpaid interest; and/or terminate their commitments, if any, to make further extensions of credit. Additionally, if an event of default were to occur, our lenders would have the right to proceed against the collateral granted to them to secure that debt, which consists of substantially all of our assets.

If the debt under the 2023 Credit Agreement were to be accelerated, among other things we could seek to mitigate the default by refinancing our debt or raising additional capital by issuing equity or debt. There is no guarantee that any such refinancing or capital would be available to us on favorable terms or at all. The failure to mitigate a default under the 2023 Credit Agreement would have a material adverse effect on our operations and financial condition.

Our advertising revenue can vary substantially from period to period based on many factors beyond our control, including but not limited to those discussed herein. This volatility affects our operating results and may reduce our ability to repay indebtedness or comply with any of the covenants or ratios under the 2023 Credit Agreement or reduce the market value of our securities.

We rely on sales of advertising time for most of our revenues and, as a result, our operating results are sensitive to the amount of advertising revenue we generate. Changes in the way we do business with various media companies could materially adversely affect our revenues and results of operations, alter or result in the termination of our relationship with such media company and/or result in our withdrawal from a given geographic market. If we generate less revenue, it may be more difficult for us to repay our indebtedness or comply with any of the covenants or ratios under the 2023 Credit Agreement, and the value of our business may decline.

We may need to raise capital if our current liquidity is insufficient to fund business activities. If we cannot raise such on favorable terms or at all, we may have to reduce or curtail certain existing operations.

We require significant capital for general working capital and debt service needs. Our ability to raise additional funds is limited by the terms of the 2023 Credit Agreement. Our failure to obtain any required new financing, if needed, could have a material adverse effect on our results of operations and financial condition. Additionally, if our then-current liquidity is insufficient to fund future activities, or we do not remain in compliance with our financial covenants under the 2023 Credit Agreement, we may be required to seek additional equity or debt financing in the future to satisfy capital requirements in response to these adverse developments or other changes in our circumstance or unforeseen events or conditions. In the event that additional financing is required from third party sources, we may not be able to raise it on favorable terms or at all. In such event, we may have to reduce or curtail certain existing operations. The failure to obtain any required capital could have a material adverse effect on our business and financial condition.

We expect to experience fluctuations in foreign exchange rates in our overseas operations.

Our consolidated financial statements of our operations outside the United States are translated into U.S. Dollars at the average exchange rates in each applicable period. To the extent that the U.S. Dollar strengthens against foreign currencies, the translation of these foreign currencies denominated transactions will result in reduced revenue and operating expenses for our international operations. Similarly, to the extent that the U.S. Dollar weakens against foreign currencies, the translation of these foreign currency denominated transactions will result in increased revenue and operating expenses for our international operations. We are also exposed to foreign exchange rate fluctuations as we convert the financial statements of our foreign operations into U.S. Dollars in consolidation. In addition, we may have certain assets and liabilities that are denominated in currencies other than the relevant entity’s functional currency. Changes in the functional currency value of these assets and liabilities create fluctuations that will lead to a transaction gain or loss. Moreover, some of the countries in which our advertising technology & services business operates, including Mexico, Argentina and Brazil, have experienced significant and sometimes sudden devaluations of their currency over time, which could magnify these fluctuations, should they happen again in the future.

Regulatory Risks

If we cannot renew our FCC broadcast licenses, our broadcast operations would be impaired, which could have a material and adverse effect on our business, results of operations and financial condition.

Our television and radio operations depend upon maintaining our broadcast licenses, which are issued by the FCC. The FCC has the authority to renew licenses, not renew them, renew them only with significant qualifications, including renewals for less than a full term or revoke them. Although a substantial majority of our radio station licenses and many of our television station licenses have been renewed for their full terms in the ordinary course, we cannot guarantee that our pending or future renewal applications will be approved, or that the renewals will not include conditions or qualifications that could materially and adversely affect our operations. If we fail to renew any of our stations’ main licenses, or if we renew our licenses with substantial conditions or modifications (including renewing one or more of our licenses for less than the standard term of eight years), it could have a material adverse effect on our business, results of operations and financial condition.

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In addition, our 2023 Credit Agreement requires us to maintain our FCC licenses, and if the FCC were to revoke or place significant limitations on any of our material licenses, our lenders could declare us in default under the 2023 Credit Agreement, and any cancellation or acceleration thereof could have a material adverse effect on our financial condition.

We are subject to extensive additional regulation by the FCC in our television and radio operations.

Our television and radio operations are highly regulated by the FCC. We must comply with extensive current and any future laws and regulations, including but not limited to those concerning displacement of low-power stations, elimination or limitation on our MVPD carriage rights, ownership rules, broadcasting to serve the “public interest”, sponsorship identification, regulation of so-called “indecent” content and equal opportunity in hiring requirements. We cannot predict what changes, if any, might be adopted, to existing regulations or what other matters might be considered by the FCC in the future, nor can we judge in advance what impact, if any, the implementation of any particular proposal or our compliance might have on our business. Our inability or failure to comply with all current and future regulatory requirements that apply to our operations could have a material adverse impact, among other things, on our ability to build a stronger or more efficient presence in select markets, our competitive position in certain markets, our ratings, our advertising rates and our results of operations.

Legislation and regulation of the digital advertising business, including privacy and data protection regimes, could create unexpected costs, subject us to enforcement actions for compliance failures, or cause us to change our business model.

Laws and regulations relating to various aspects of the rapidly changing digital media industry, such as data protection and privacy-related laws and regulations, are evolving rapidly and are expected to continue to do so both in the United States and many other jurisdictions in which we operate and may operate in the future.

U.S. and foreign governments have enacted, considered or are currently considering legislation or regulations that relate to digital advertising activities and the use of consumer data in digital advertising. Several states have enacted laws which affect the collection, use, retention, protection, disclosure, transfer and other processing of personal data, particularly in relation to digital advertising services, which can limit the data available for use in Smadex and Adwake.

Privacy legislation in other jurisdictions also continues to evolve. Such legislation will require additional compliance measures, which can impose additional costs and expose us to increased regulatory scrutiny, which may increase the cost and complexity of delivering our services. We may also be required to change our current practices regarding the volume of personal data that can be collected and used for our business purposes, including by our customers.

We must comply with this large and changing body of laws and regulations in all the jurisdictions throughout the world where we do business. Our failure to do so could subject us to enforcement action, fines and reputational harm, resulting in a material adverse effect on our business, results of operations and financial condition. Among other things, compliance with such laws and regulations could increase our cost of doing business, limit our ability to collect and process personal data, expose us to regulatory investigations and civil actions, and/or reduce the demand for our advertising technology & services offerings, materially adversely affecting our business, results of operations and financial condition.

We are subject to new and rapidly evolving legislation and/or regulations, as well as industry standards and consumer preferences, in respect of protection of personal and similar data and any failure by us to comply with these regulations could result in loss of business, reputation and/or fines.

Our ability to optimize the delivery of digital advertisements depends on our ability to successfully leverage data, including data that we collect from advertisers, publishers and third parties, as well as our own operating history. Using cookies and non-cookie based mechanisms, we collect information about the interactions of online users with advertisers and publishers’ digital properties, including, for example, information about the placement of advertisements and users’ interactions with websites or advertisements. The handling and protection of personal information, including but not limited to PII, is regulated in many jurisdictions where we operate, including but not limited to the Delete Act in California, similar state privacy laws throughout the United States, and the GDPR in the E.U. We are also subject to rapidly changing industry standards, consumer preferences, changes in technology, including changes in web browser technology, Global Privacy Control signals, increased visibility of consent or “do not track” mechanisms or “ad-blocking” software, and restrictions imposed by large software companies and platform providers, web browser developers or other software developers.

The cost of such ongoing monitoring and compliance by us may be significant. In addition, any failure by us to comply with applicable data protection laws and regulations in any of the jurisdiction where we do business, or comply with industry standards or consumer preferences in this regard, could subject us to significant penalties, negative publicity and reputational damage with advertisers, which in turn could have a material adverse effect on our business and results of operations.

In addition, consumers in some jurisdictions are provided private rights of action under certain laws to file civil lawsuits, including class action lawsuits, against companies that conduct business in the digital advertising industry and personalize or target advertising, including makers of devices that display digital media, providers of digital media, operating system providers, third party networks and providers of Internet-connected devices and related services.

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Measures we take to protect PII and other confidential information, as required by the laws and regulations to which we are subject, may not be effective, and could expose us to significant liability.

While we take measures to protect the security of information, including PII, that we collect, use and disclose in the operation of our business, such measures may not always be effective. Software bugs, malware, theft, misuse, defects, vulnerabilities in our products and services, and cybersecurity breaches expose us to a risk of loss or improper use and disclosure of such information, which could result in litigation and other potential liability, including, among other things, regulatory fines and penalties, civil lawsuits and reputational harm.

We must comply with the Foreign Corrupt Practices Act.

We are required to comply with the United States Foreign Corrupt Practices Act, or the FCPA, which prohibits U.S. companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices occur from time-to-time in certain countries, including some of the countries in which we operate. If our competitors engage in these practices, they may receive preferential treatment, , giving our competitors an advantage in securing business or from government officials who might give them priority in obtaining new business, which would put us at a disadvantage. Although we inform our own personnel that such practices are illegal, we cannot assure you that our employees or other agents will not engage in such conduct for which we might be held responsible. If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties under the FCPA, with respect to which there is robust enforcement in the United States.

Available Information

Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Exchange Act are made available free of charge on our corporate website, www.entravision.com, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The information on our website is not, and shall not be deemed to be, a part of this report or incorporated by reference into this or any other filing we make with the SEC.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

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ITEM 2. PROPERTIES

Our corporate headquarters and main operational offices for our audio segment are located in Burbank, California. We lease approximately 12,000 square feet of space in the building housing our corporate headquarters under a lease that expires February 28, 2026. Our corporate headquarters and main operational offices for our audio segment were previously located in Santa Monica, California. We leased approximately 38,000 square feet of space in the building housing our previous corporate headquarters under a lease that expires January 31, 2034. Our management decided to vacate the facility in February 2025 and cease making further lease payments.

The types of properties required to support each of our television and radio stations typically include offices, broadcasting studios and antenna towers where broadcasting transmitters and antenna equipment are located. The majority of our office, studio and tower facilities are leased pursuant to long-term leases. We also own the buildings and/or land used for office, studio and tower facilities at certain of our television and/or radio properties. We own substantially all of the equipment used in our television and radio broadcasting business. We believe that all of our facilities and equipment are adequate to conduct our present operations. We also lease certain facilities and broadcast equipment in the operation of our business.

See Notes 8 and 20 to Notes to Consolidated Financial Statements.

ITEM 3. LEGAL PROCEEDINGS

We currently and from time to time are involved in litigation incidental to the conduct of our business, but we are not currently a party to any lawsuit or proceeding which, in the opinion of management, is likely to have a material adverse effect on us or our business.

ITEM 4. MINE SAFETY DISCLOSURES ITEM 5.

Not applicable.

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PART II

MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our Class A common stock has been listed and traded on The New York Stock Exchange since August 2, 2000 under the symbol “EVC.”

As of March 3, 2025, there were approximately 153 holders of record of our Class A common stock. We believe that the number of beneficial owners of our Class A common stock substantially exceeds this number.

Performance Graph

The following graph, which was produced by S&P Global Market Intelligence, depicts our performance for the period from December 31, 2019 through December 31, 2024, as measured by total stockholder return calculated on a dividend reinvestment basis, on our Class A common stock, compared with the total return of the S&P 500 Index, the S&P Broadcasting & Cable TV Index and the Dow Jones U.S. Media Index. This graph assumes $100 was invested in each of our Class A Common Stock, the S&P 500 Index, the S&P Broadcasting & Cable TV Index and the Dow Jones U.S. Media Index, as of the market close on December 31, 2019. Starting in our Annual Report on Form 10-K for the year ended December 31, 2021, we added the Dow Jones U.S. Media Index, which was not included in the years prior to 2021, to reflect that our operations have diversified beyond broadcasting. Upon request, we will furnish to stockholders a list of the component companies of such indices.

We caution that the stock price performance shown in the graph below should not be considered indicative of potential future stock price performance.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN

Among Entravision Communications Corporation, the S&P 500 Index, the S&P Broadcasting Index,

and the Dow Jones U.S. Media Index

 

 

 

 

 

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	Period Ending
Index	12/31/19			12/31/20			12/31/21			12/31/22			12/31/23			12/31/24
Entravision Communications Corporation		100.00			112.21			281.71			203.32			184.70			115.33
S&P 500 Index		100.00			118.40			152.39			124.79			157.59			197.02
S&P Broadcasting Index		100.00			87.18			82.92			58.03			55.30			70.79
Dow Jones U.S. Media Index		100.00			122.51			114.76			68.72			79.44			84.88

Dividend Policy

We currently pay a dividend on our Class A common stock and Class U common stock. Our future dividend policy, including the amount of any dividend, will depend on factors considered relevant in the discretion of the Board of Directors, which may include, among other things, our earnings, capital requirements and overall financial condition. In addition, the 2023 Credit Agreement places certain restrictions on our ability to pay dividends on any class of our common stock.

Issuer Purchases of Equity Securities

On March 1, 2022, our Board of Directors approved a share repurchase program of up to $20 million of our Class A common stock. Under this share repurchase program, we are authorized to purchase shares of our Class A common stock from time to time through open market purchases or negotiated purchases, subject to market conditions and other factors.

We did not repurchase any shares of our Class A common stock during 2024. As of December 31, 2024, we have repurchased a total of 1.8 million shares of our Class A common stock under the share repurchase program for an aggregate purchase price of $11.3 million, or an average price per share of $6.43. All such repurchased shares were retired as of December 31, 2024.

ITEM 6. RESERVED

 

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our consolidated results of operations and cash flows for the years ended December 31, 2024, 2023 and 2022 and consolidated financial condition as of December 31, 2024 and 2023 should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this annual report on Form 10-K.

The discussion and analysis of our financial condition and results of operations for 2024 compared to 2023 appears below. As a smaller reporting company, we have chosen to omit the discussion and analysis of our financial condition and results of operations for 2023 compared to 2022.

OVERVIEW

Entravision owns and operates one of the largest groups of Spanish language television and radio stations in the United States. Our mission is to serve our Latino audience as a trusted provider of useful news, information and entertainment and to serve our advertisers by providing multi-channel marketing capabilities to engage our audience.

Entravision also owns and operates a smaller group of television stations that broadcast English language programming and has operations that provide programmatic advertising technology and services. We have organized our operations into two reportable segments. Our media segment includes our television, radio and digital marketing operations. Our advertising and technology services segment provides programmatic advertising and technology services through Smadex, our demand-side programmatic advertising purchasing platform, and Adwake, our performance-based media advertising agency.

In 2024 we discontinued and divested a significant portion of Entravision’s operations, which largely consisted of a collection of acquisitions that had been completed prior to 2024.

Our net revenue for the year ended December 31, 2024 was $364.9 million. Of this amount, revenue generated by our media segment accounted for approximately 61%, and revenue generated by our advertising technology & services segment accounted for approximately 39% of total revenue.

See "Item 1. Business" for an overview of our business, the industry in which we operate, certain industry trends and important recent business developments.

2024 Highlights

Acquisitions and Dispositions

See Notes 3 and 4 to Notes to Consolidated Financial Statements for details.

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RESULTS OF OPERATIONS

Separate financial data for each of our operating segments is provided below. Segment operating profit (loss) is defined as operating profit (loss) before corporate expenses, change in fair value of contingent consideration, impairment charge, other operating (gain) loss, and foreign currency (gain) loss. We evaluate the performance of our operating segments based on the following (in thousands):

		Year Ended December 31,												% Change				% Change
			2024				2023				2022			2024 to 2023				2023 to 2022
Net Revenue
Media		$	222,061			$	196,268			$	230,698				13	%			(15	)%
Advertising Technology & Services			142,887				100,775				93,292				42	%			8	%
Consolidated			364,948				297,043				323,990				23	%			(8	)%
Cost of revenue
Media			16,726				10,952				10,580				53	%			4	%
Advertising Technology & Services			85,470				66,262				60,006				29	%			10	%
Consolidated			102,196				77,214				70,586				32	%			9	%
Direct operating expenses
Media			110,988				96,925				94,742				15	%			2	%
Advertising Technology & Services			25,274				16,306				14,578				55	%			12	%
Consolidated			136,262				113,231				109,320				20	%			4	%
Selling, general and administrative expenses
Media			42,759				36,000				36,327				19	%			(1	)%
Advertising Technology & Services			20,109				13,761				10,661				46	%			29	%
Consolidated			62,868				49,761				46,988				26	%			6	%
Depreciation and amortization
Media			12,891				11,975				13,661				8	%			(12	)%
Advertising Technology & Services			3,930				4,417				1,986				(11	)%			122	%
Consolidated			16,821				16,392				15,647				3	%			5	%
Segment operating profit (loss)
Media			38,697				40,416				75,388				(4	)%			(46	)%
Advertising Technology & Services			8,104				29				6,061			*					(100	)%
Consolidated			46,801				40,445				81,449				16	%			(50	)%
Corporate expenses			37,498				50,294				49,404				(25	)%			2	%
Change in fair value of contingent consideration			(629	)			821				(1,800	)		*				*
Impairment charge			61,220				13,267				1,600				361	%			729	%
Foreign currency (gain) loss			692				1,950				1,244				(65	)%			57	%
Other operating (gain) loss			-				609				423				(100	)%			44	%
Operating income (loss)			(51,980	)			(26,496	)			30,578				96	%			(187	)%
Interest expense			(16,472	)			(16,833	)			(10,536	)			(2	)%			60	%
Interest income			2,458				3,405				2,740				(28	)%			24	%
Dividend income			10				35				20				(71	)%			75	%
Realized gain (loss) on marketable securities			(110	)			(93	)			(532	)			18	%			(83	)%
Gain (loss) on debt extinguishment			(91	)			(1,556	)			-				(94	)%		*
Income (loss) before income taxes from continuing operations		$	(66,185	)		$	(41,538	)		$	22,270				59	%		*
Capital expenditures
Media		$	7,089			$	21,208			$	6,975
Advertising Technology & Services			372				3,643				2,538
Consolidated		$	7,461			$	24,851			$	9,513

 

* Percentage not meaningful.

Asset information by segment is not reported because we do not use this measure to assess performance or make decisions to allocate resources Net Revenue.

 

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Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

Consolidated Operations

Net revenue increased to $364.9 million for the year ended December 31, 2024 from $297.0 million for the year ended December 31, 2023. This increase was primarily attributable to an increase of $25.8 million in advertising revenue from our media segment, and an increase of $42.1 million in advertising revenue from our advertising technology & services segment.

Cost of revenue. Cost of revenue increased to $102.2 million for the year ended December 31, 2024 from $77.2 million for the year ended December 31, 2023. This increase was primarily attributable to an increase of $5.8 million in cost of revenue from our media segment, and an increase of $19.2 million in cost of revenue from our advertising technology & services segment.

Direct Operating Expenses. Direct operating expenses increased to $136.3 million for the year ended December 31, 2024 from $113.2 million for the year ended December 31, 2023. This increase was primarily attributable to an increase of $14.1 million in direct operating expenses in our media segment and an increase of $9.0 million in direct operating expenses in our advertising technology & services segment.

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased to $62.9 million for the year ended December 31, 2024 from $49.8 million for the year ended December 31, 2023. This increase was primarily attributable to an increase of $6.8 million in selling, general and administrative expenses in our media segment and an increase of $6.3 million in selling, general and administrative expenses in our advertising technology & services segment.

Depreciation and Amortization. Depreciation and amortization increased to $16.8 million for the year ended December 31, 2024 from $16.4 million for the year ended December 31, 2023. This increase was primarily attributable to an increase of $0.9 million in depreciation and amortization in our media segment, partially offset by a decrease of $0.5 million in depreciation and amortization in our advertising technology & services segment.

Corporate Expenses. Effective July 1, 2024, with the realignment of our operations and reassignment of certain responsibilities, certain costs that were previously included as corporate expenses, primarily salaries, are now included in direct operating expenses and in selling, general and administrative expenses.

Corporate expenses decreased to $37.5 million for the year ended December 31, 2024 from $50.3 million for the year ended December 31, 2023. This decrease was primarily due to a decrease of $1.9 million in salaries and bonus expense, a decrease of $3.9 million in non-cash stock-based compensation, a decrease of $3.2 million in professional services expense, and a decrease of $4.8 million in corporate expenses due to the realignment of our operations from three to two segments, as noted above. This decrease was partially offset by an increase of $1.1 million in severance expense.

Change in fair value of contingent consideration. As a result of the change in fair value of the contingent consideration, primarily related to earnouts of certain past acquisitions, we recognized income of $0.6 million for the year ended December 31, 2024, and an expense of $0.8 million for the year ended December 31, 2023.

Impairment. For the year ended December 31, 2024, we incurred an impairment charge of $61.2 million, of which $43.3 million was related to goodwill impairment and $17.9 million was related to certain FCC licenses in our media segment. For the year ended December 31, 2023, we incurred an impairment charge of $13.3 million, of which $12.3 million related to certain FCC licenses in our media segment, and an impairment charge of $1.0 million, due to a termination of an agreement with a media company for which we acted as commercial partner in our then digital segment.

Foreign currency loss. We had a foreign currency loss of $0.7 million for the year ended December 31, 2024 compared to a foreign currency loss of $2.0 million for the year ended December 31, 2023. Foreign currency gains and losses are primarily due to currency fluctuations that affect our operations located outside the United States.

Other operating (gain) loss. We had other operating loss of $0.6 million for the year ended December 31, 2023, primarily due to the sale of certain entities doing business as 365 Digital in our then digital segment, partially offset by gain on assets previously held for sale in our then audio segment.

Interest Expense, net. Interest expense, net increased to $14.0 million for the year ended December 31, 2024 from $13.4 million for the year ended December 31, 2023. This increase was primarily due to lower interest income, partially offset by a lower interest rate on our debt and a lower principal balance due to prepayments totaling $20.0 million, which were made in the first half of 2024.

Gain (loss) on debt extinguishment. We recorded a loss on debt extinguishment of $0.1 million for the year ended December 31, 2024 due to prepayments totaling $20.0 million under our 2023 Credit Facility. We recorded a loss on debt extinguishment of $1.6 million for the year ended December 31, 2023 due to the refinancing of our previous credit facility with our 2023 Credit Facility.

Realized gain (loss) on marketable securities. We recorded a realized loss on marketable securities of $0.1 million for each of the years ended December 31, 2024 and 2023.

Income Tax Expense or Benefit. Income tax expense for the year ended December 31, 2024 was $4.1 million. The effective tax rate for the year ended December 31, 2024 was different from our statutory rate due to foreign and state taxes, changes in valuation allowances on deferred tax assets, non deductible executive compensation, changes in the fair value of the contingent consideration liability, capital loss on disposal of subsidiaries, changes in uncertain tax benefits, worthless stock deduction, and goodwill impairment.

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Income tax benefit for the year ended December 31, 2023 was $8.4 million. The effective tax rate for the year ended December 31, 2023 was different from our statutory rate due to foreign and state taxes, changes in valuation allowances on deferred tax assets, non-deductible executive compensation, changes in the fair value of the contingent consideration liability and worthless stock deduction.

The Organization for Economic Co-operation and Development (“OECD”) Pillar 2 guidelines address the increasing digitalization of the global economy, re-allocating taxing rights among countries. The OECD, many other member states and various other governments have adopted, or are in the process of adopting, Pillar 2 which calls for a global minimum tax of 15% to be effective for tax years beginning in 2024. The OECD guidelines published to date include transition and safe harbor rules around the implementation of the Pillar 2 global minimum tax. The Company is monitoring developments and evaluating the impacts these new rules will have on its tax rate, including eligibility to qualify for these safe harbor rules.

Segment Operations

In our former EGP business, we acted as an intermediary between primarily global media companies and advertisers, which consisted of either the enterprise or its ad agency running the advertisement. Our customers were both these primarily global media companies and advertisers. On March 4, 2024, we received a communication from Meta that it intended to wind down its ASP program globally and end its relationship with all of its ASPs, including us, by July 1, 2024. As a result of this communication from Meta, our CEO, who is also our CODM, led a thorough review of our operations, cost structure, digital strategy and organization of our business. This review led to the decision to sell the enterprises comprising our EGP business -- the largest business unit of what was then our digital segment. Following this decision, during the second quarter of 2024, we entered into a definitive agreement to sell substantially all of our EGP business to IMS. The transaction was completed on June 28, 2024. The remaining parts of our EGP business, Jack of Digital and Adsmurai, were each sold back to their respective founders in separate transactions during the second quarter of 2024.

Prior to the sale of the EGP business, for financial reporting purposes we reported in three segments – digital, television and audio, based on the type of medium in which we sold advertising. The sale of the EGP business has allowed us to focus our operations on the products and services we sell instead of the type of advertising medium in which we sell them, which had been our historic operational approach. As a result of the sale of our EGP business, effective July 1, 2024, we have realigned our operating segments into two segments – media and advertising technology & services – consistent with our current operational and management structure, as well as the basis that is now used for internal management reporting and how our CEO evaluates our business. Our reportable segments are the same as our operating segments. Prior periods have been recast to conform to this presentation.

Our media segment consists of sales of advertising through various media, including television, radio and digital. We own and/or operate 49 primary television stations and 44 radio stations (37 FM and 7 AM), reaching and engaging Latinos in the United States. Our television operations comprise the largest affiliate group of both the top-ranked Univision television network and TelevisaUnivision’s UniMás network, with TelevisaUnivision-affiliated stations in 15 of the nation’s top 50 U.S. Latino markets. We own and operate one of the largest groups of primarily Spanish-language radio stations in the United States. We provide digital marketing solutions in all of the U.S. markets where we have broadcast operations.

Our advertising technology & services segment consists of programmatic ad services through Smadex, our demand side programmatic ad platform, and Adwake, our mobile growth solutions business.

Media

Net Revenue. Net revenue in our media segment increased to $222.1 million for the year ended December 31, 2024 from $196.3 million for the year ended December 31, 2023. This increase was primarily due to an increase of $18.8 million in broadcast advertising revenue, driven by political advertising revenue, an increase of $8.7 million in digital advertising revenue, and an increase of $2.2 million in other revenue, partially offset by a decrease of $1.3 million in spectrum usage rights revenue and a decrease of $2.7 million in retransmission consent revenue.

In general, most of our media operations face declining audiences, which we believe is present across the broadcast industry, competitive factors with the other major Spanish-language broadcasters, and changing demographics and preferences of audiences, particularly younger audiences, in terms of the media they prefer to view, including streaming and social media. We anticipate that these changes in viewer habits will persist at least for the foreseeable future and possibly permanently. Additionally, we have previously noted a trend for advertising to move increasingly from traditional media, such as television and radio, to new media, such as digital media, and we expect this trend will also continue. While we believe that none of these new technologies and services can completely replace local broadcast stations due to the element of localism that broadcasting offers, the challenges we face in our broadcast operations from new technologies and services will continue to require attention from management. We must continue to remain vigilant to meet these changes, including the need to further adjust our business strategies accordingly. No assurances can be given that such strategies will be successful.

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Cost of revenue. Cost of revenue in our media segment increased to $16.7 million for the year ended December 31, 2024 from $11.0 million for the year ended December 31, 2023, primarily due to the increase in digital advertising revenue.

Direct operating expenses. Direct operating expenses in our media segment increased to $111.0 million for the year ended December 31, 2024 from $96.9 million for the year ended December 31, 2023, primarily due to an increase of $6.9 million in salaries, primarily associated with the expansion of our news programming in anticipation of this year's election cycle, an increase of $3.7 million in other costs associated with the increase in revenue, an increase of $1.7 million in corporate expenses due to the realignment of our operations as noted above, an increase of $0.8 million in ratings services, and an increase of $0.6 million for repairs and maintenance. The remaining increase was due to other items which were individually immaterial.

Selling, general and administrative expenses. Selling, general and administrative expenses in our media segment increased to $42.8 million for the year ended December 31, 2024 from $36.0 million for the year ended December 31, 2023, primarily due to an increase of $4.3 million in salaries and other employee benefits, and an increase of $3.1 million in corporate expenses due to the realignment of our operations as noted above. The increase was offset by other items which were individually immaterial.

Advertising Technology & Services

Net Revenue. Net revenue in our advertising technology & services segment increased to $142.9 million for the year ended December 31, 2024 from $100.8 million for the year ended December 31, 2023. The increase was primarily due to increases in advertising revenue from Smadex and Adwake.

Cost of revenue. Cost of revenue in our advertising technology & services segment increased to $85.5 million for the year ended December 31, 2024 from $66.3 million for the year ended December 31, 2023, primarily due to the increase in digital advertising revenue.

We have previously noted a trend on a global basis in our advertising technology & services operations whereby revenue is shifting more to programmatic revenue. As a result, advertisers are demanding more efficiency and lower cost from intermediaries like us. In response to this trend, we have been offering our programmatic purchasing platform, Smadex, to advertisers. The digital advertising industry remains dynamic and is continuing to undergo rapid changes in technology, customer expectation and competition. We expect this trend to continue and possibly accelerate. We must continue to remain vigilant to meet these dynamic and rapid changes, including the need to further adjust our business strategies accordingly. No assurances can be given that such strategies will be successful.

Direct Operating Expenses. Direct operating expenses in our advertising technology & services segment increased to $25.3 million for the year ended December 31, 2024 from $16.3 million for the year ended December 31, 2023, primarily due to an increase of $5.9 million in cloud infrastructure expenses and an increase of $3.1 million in salaries.

Selling, General and Administrative Expenses. Selling, general and administrative expenses in our advertising technology & services segment increased to $20.1 million for the year ended December 31, 2024, from $13.8 million for the year ended December 31, 2023, primarily due to an increase of $3.8 million in salaries, severance expense of $1.3 million, cloud software expense of $0.8 million, and rent expense $0.5 million.

Liquidity and Capital Resources

While we have a history of operating losses in some periods and operating income in other periods, we also have a history of generating significant positive cash flows from our operations. We had net loss attributable to common stockholders of $148.9 million and $15.4 million for the years ended December 31, 2024 and 2023, respectively, and net income attributable to common stockholders of $18.1 million for the year ended December 31, 2022. We had positive cash flow from operations of $74.7 million, $75.2 million and $78.9 million for the years ended December 31, 2024, 2023 and 2022, respectively. For at least the next twelve months, we expect to fund our working capital requirements, capital expenditures and payments of principal and interest on outstanding indebtedness, with cash on hand and cash flows from operations.

We currently believe that our cash position is capable of meeting our operating and capital expenses and debt service requirements for at least the next twelve months from the issuance of this report. We believe that our position is strengthened by cash and cash equivalents on hand, in the amount of $95.9 million, and available for sale marketable securities in the additional amount of $4.7 million, as of December 31, 2024. Our liquidity is not materially affected by the amounts held in accounts outside the United States.

On March 4, 2024, we received a communication from Meta that it intended to wind down its authorized sales partner, or ASP, program globally and end its relationship with all of its ASPs, including us, by July 1, 2024. As a result, we conducted a thorough review of our digital strategy, operations and cost structure, and during the second quarter of 2024 made the decision to dispose of the operations of EGP, our digital commercial partnerships business, which was completed during the second quarter of 2024.

The disposition of our EGP business, the largest business unit of what was then our digital segment, will have a material effect on our results of operations in that total revenue from our advertising technology & services operations, and consolidated revenue, will be, and is expected to remain, significantly lower than it was prior to the disposition of our EGP business.

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As a result, cash flow from operations will be materially adversely affected in future periods, which could also adversely affect our liquidity and, as discussed below, our ability to comply with financial covenants under the 2023 Credit Agreement.

The 2023 Credit Agreement contains various financial covenants (see Note 10 to Notes to Consolidated Financial Statements). As of December 31, 2024, we were in compliance with the financial covenants in the 2023 Credit Agreement. Compliance with these financial covenants is measured quarterly and our failure to meet the covenant requirements would constitute an event of default. In such event, if we were unable to obtain the necessary waivers or amendments, all outstanding borrowings, together with accrued and unpaid interest and other amounts payable thereunder, would become immediately due and payable. Additionally, the lenders would have the right to proceed against the collateral granted to them to secure that debt, which includes substantially all of our assets.

As a result of the sale of the EGP business, our consolidated EBITDA (as defined in the 2023 Credit Agreement and as discussed in more detail below under “Consolidated EBITDA”) has been, and is expected to remain, significantly reduced and, in response, we have taken action to reduce certain expenses to mitigate this fact. In addition, as discussed above, we also have an aggregate $100.6 million of cash and marketable securities as of December 31, 2024, and management projects that we could prepay debt as necessary to remain in compliance with our financial covenants under the 2023 Credit Agreement should that become necessary.

Based on management’s current financial projections and our ability to prepay our debt, management believes that we will maintain compliance with our financial covenants under the 2023 Credit Agreement. Given the inherent uncertainty in financial projections management has identified additional controllable cost reduction actions that can be taken, if necessary, to maintain sufficient liquidity to fund its business activities and to maintain compliance with its debt covenants. Management further believes that our existing cash and projected operating cash flows are adequate to meet our operating needs, liabilities and commitments over the next twelve months from the issuance of the accompanying consolidated financial statements.

To the extent that our then-current liquidity is insufficient to fund our business activities or if we do not remain in compliance with our financial covenants under the 2023 Credit Agreement, as a result of not achieving financial projections or otherwise, we may be required to take additional actions which could include seeking additional equity or debt financing in the future to satisfy capital requirements. There is no guarantee that any such capital would be available to us on favorable terms or at all. The failure to obtain any required capital could have a material adverse effect on our operations and financial condition.

Credit Facility

On March 17, 2023, we entered into the 2023 Credit Facility, pursuant to the 2023 Credit Agreement, by and among us, Bank of America, N.A., as Administrative Agent, and the other financial institutions party thereto as Lenders (collectively, the “Lenders” and individually each a “Lender”). The 2023 Credit Agreement amended, restated and replaced in its entirety our previous credit agreement.

In March 2024, we made a prepayment of $10.0 million, of which $8.75 million was applied to the upcoming quarterly principal payments in 2024 under the Term A Facility (as defined in the 2023 Credit Agreement), and $1.25 million was applied to the Revolving Credit Facility (as defined in the 2023 Credit Agreement).

In June 2024, we made an additional prepayment of $10.0 million, of which $4.9 million was a mandatory prepayment as a result of the EGP disposition. The prepayment was applied to the quarterly principal payments in 2025 under the Term A Facility.

For more information, see Item 1A, "Risk Factors", Note 10 to Notes to Consolidated Financial Statements, and the 2023 Credit Agreement itself, which is filed as an exhibit to this report.

Consolidated EBITDA

Consolidated EBITDA is a non-GAAP measure. The most directly comparable GAAP financial measure to consolidated EBITDA is net income (loss) attributable to common stockholders.

We use the term “consolidated EBITDA” because that term is defined in our 2023 Credit Agreement. Under the terms of our 2023 Credit Agreement, consolidated EBITDA is a measure that governs several critical aspects of our 2023 Credit Facility, including, among other things, financial covenants with which we must comply and financial ratios which we must maintain in order to borrow funds needed for the operation of our business and with respect to the interest rates that we pay on our 2023 Credit Facility. For example, our 2023 Credit Agreement contains a total net leverage ratio financial covenant. The total net leverage ratio, or the ratio of consolidated total debt (net of up to $50.0 million of unrestricted cash) to trailing-twelve-month consolidated EBITDA, affects both our ability to borrow from our Revolving Credit Facility and our applicable margin for the interest rate calculation. Under our 2023 Credit Agreement, our maximum total leverage ratio may not exceed 3.25 to 1.00. In addition, our 2023 Credit Agreement contains an interest coverage ratio financial covenant (calculated as set forth in the 2023 Credit Agreement), with a minimum permitted ratio of 3.00 to 1.00.

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Therefore, we believe that it is important to disclose consolidated EBITDA to our investors to understand our compliance with these, and certain other, terms of our 2023 Credit Agreement. While many in the financial community and we consider consolidated EBITDA to be important, it should be considered in addition to, but not as a substitute for or superior to, other measures of financial performance and liquidity prepared in accordance with accounting principles generally accepted in the United States of America, such as operating income (loss), net income (loss) and cash flows from operating activities. Consolidated EBITDA has certain limitations because it excludes and includes several important financial line items as noted above. Therefore, we consider both non-GAAP and GAAP measures when evaluating our business. Consolidated EBITDA is also used to make executive compensation decisions.

A reconciliation of this non-GAAP measure to its most directly comparable GAAP financial measure follows (in thousands):

		Year Ended December 31,
		2024				2023				2022
Net income (loss) attributable to common stockholders		$	(148,908	)		$	(15,437	)		$	18,119
Net income (loss) attributable to redeemable noncontrolling interest - discontinued operations			(2,779	)			158				—
Net income (loss) attributable to noncontrolling interest - discontinued operations			—				(342	)			2,050
Interest expense			16,472				16,833				10,536
Interest expense - discontinued operations			219				458				340
Interest income			(2,458	)			(3,405	)			(2,740	)
Interest income - discontinued operations			(731	)			(1,650	)			(124	)
Dividend income			(10	)			(35	)			(20	)
Realized (gain) loss on marketable securities			110				93				532
Gain (loss) on debt extinguishment			91				1,556				—
Income tax expense			4,105				(8,392	)			8,871
Income tax expense - discontinued operations			(1,007	)			5,642				2,688
Amortization of syndication contracts			450				471				468
Payments on syndication contracts			(451	)			(480	)			(470	)
Non-cash stock-based compensation			14,391				21,524				18,942
Non-cash stock-based compensation - discontinued operations			(544	)			2,174				1,092
Depreciation and amortization			16,821				16,392				15,647
Depreciation and amortization - discontinued operations			3,958				11,615				10,050
Change in fair value of contingent consideration			(629	)			821				(1,800	)
Change in fair value of contingent consideration - discontinued operations			(12,568	)			(3,360	)			16,010
Impairment charge			61,220				13,267				1,600
Impairment charge - discontinued operations			49,438				—				—
Non-recurring cash severance and restructuring charge			7,321				899				4,316
Other operating (gain) loss			—				609				423
Other operating (gain) loss - discontinued operations			45,187				—				(41	)
EBITDA attributable to redeemable noncontrolling interest - discontinued operations			(167	)			(1,515	)			(3,399	)
EBITDA attributable to noncontrolling interest - discontinued operations			—				(230	)			—
Consolidated EBITDA (1)		$	49,531			$	57,666			$	103,090

Share Repurchase Program

On March 1, 2022, our Board of Directors approved a share repurchase program of up to $20 million of our Class A common stock. Under this share repurchase program, we are authorized to purchase shares of our Class A common stock from time to time through open market purchases or negotiated purchases, subject to market conditions and other factors.

We did not repurchase any shares of our Class A common stock during 2024. As of December 31, 2024, we have repurchased a total of 1.8 million shares of our Class A common stock under the share repurchase program for an aggregate purchase price of $11.3 million, or an average price per share of $6.43. All such repurchased shares were retired as of December 31, 2024.

Cash Flow

Net cash flow provided by operating activities was $74.7 million for the year ended December 31, 2024, compared to net cash flow provided by operating activities of $75.2 million for the year ended December 31, 2023. The decrease in cash flow from operating activities was primarily due to a decrease in net income after adjusting for non-cash items. Significant non-cash items for the year ended December 31, 2024 included impairment charges of $110.7 million, the loss on sale related to our former EGP business of $45.2 million, depreciation and amortization expense of $20.8 million, non-cash stock based compensation of $13.8 million, income related to the change in fair value of contingent consideration of $13.2 million, deferred income taxes of $10.3 million, and income attributable to redeemable noncontrolling interest of $2.8 million. Significant non-cash items for the year ended December 31, 2023 included depreciation and amortization expense of $28.0 million, non-cash stock based compensation of $23.7 million, impairment charges of $13.3 million, income related to the change in fair value of contingent consideration of $2.5 million, deferred income taxes of $11.0 million, and loss on debt extinguishment of $1.6 million.

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We expect to have positive cash flow from operating activities for the 2025 year. The decrease in cash flow provided by operating activities was partially offset by increase in net changes in our working capital of $58.6 million for the year ended December 31, 2024 compared to $36.6 million for the year ended December 31, 2023. The net changes in working capital were primarily due to the timing of cash payments to publishers in our former EGP business and timing of collections in that business.

Net cash flow used in investing activities was $26.8 million for the year ended December 31, 2024, compared to $16.0 million for the year ended December 31, 2023. The increase in cash flow used in investing activities was primarily due to net cash divested in the sale of the EGP business of $40.5 million for the year ended December 31, 2024 compared to $6.9 million spent on the purchase of businesses for the year ended December 31, 2023, and a reduction in proceeds from the sale of marketable securities to $10.8 million for the year ended December 31, 2024 compared to $43.3 million for the year ended December 31, 2023. The increase in cash flow used in investing activities was partially offset by a reduction in capital expenditures to $8.4 million for the year ended December 31, 2024 compared to $27.3 million for the year ended December 31, 2023 as a result of the build out of our corporate headquarters in the prior year period, a reduction in spend on purchases of marketable securities to $2.3 million for the year ended December 31, 2024 compared to $11.4 million for the year ended December 31, 2023, and proceeds from a loan receivable associated with the sale of the EGP business of $13.6 million for the year ended December 31, 2024 compared to the issuance of a loan receivable of $13.6 million for the year ended December 31, 2023. We anticipate that our capital expenditures will be approximately $8.0 million during the full year 2025. The amount of our anticipated capital expenditures may change based on future changes in business plans and our financial condition and general economic conditions. We expect to fund capital expenditures with cash on hand and net cash flow from operations.

Net cash flow used in financing activities was $57.7 million for the year ended December 31, 2024, compared to $64.2 million for the year ended December 31, 2023. The decrease in cash flow used in financing activities was primarily due to payments of contingent consideration of $15.7 million for the year ended December 31, 2024 compared to $35.1 million for the year ended December 31, 2023, distributions to noncontrolling interest of $1.1 million for the year ended December 31, 2024 compared to $3.4 million for the year ended December 31, 2023, and payments of $1.8 million of debt issuance costs for the year ended December 31, 2023 as a result of the refinancing of our credit facility. The decrease in cash flow used in financing activities was partially offset by $20.0 million of debt prepayments during the year ended December 31, 2024.

Commitments and Contractual Obligations

Our material contractual obligations at December 31, 2024 which are not reflected as liabilities in the Consolidated Balance Sheets include media research and ratings providers, to provide television and radio audience measurement services, of approximately $34.0 million, and other amounts consist primarily of obligations for software licenses utilized by our sales team of approximately $5.5 million.

We have also entered into employment agreements with certain of our key employees, including our current Chief Executive Officer, President and Chief Operating Officer, Chief Financial Officer and Chief Revenue Officer.

Other than the foregoing commitments, legal contingencies incurred in the normal course of business and employment contracts for key employees, we do not have any off-balance sheet financing arrangements or liabilities. We do not have any majority-owned subsidiaries or any interests in or relationships with any variable-interest entities that are not included in our consolidated financial statements.

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Application of Critical Accounting Policies and Accounting Estimates

Critical accounting policies are defined as those that are the most important to the accurate portrayal of our financial condition and results of operations. Critical accounting policies require management’s subjective judgment and may produce materially different results under different assumptions and conditions. We have discussed the development and selection of these critical accounting policies with the Audit Committee of our Board of Directors, and the Audit Committee has reviewed and approved our related disclosure in this Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Goodwill

We believe that the accounting estimates related to the fair value of our reporting units and indefinite life intangible assets and our estimates of the useful lives of our long-lived assets are “critical accounting estimates” because: (1) goodwill and other intangible assets are our most significant assets, and (2) the impact that recognizing an impairment would have on the assets reported on our balance sheet, as well as on our results of operations, could be material. Accordingly, the assumptions about future cash flows on the assets under evaluation are critical.

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in each business combination. We test our goodwill and other indefinite-lived intangible assets for impairment annually on October 1, or more frequently if certain events or certain changes in circumstances indicate they may be impaired. In assessing the recoverability of goodwill and indefinite life intangible assets, we must make a series of assumptions about such things as the estimated future cash flows and other factors to determine the fair value of these assets.

In testing the goodwill of our reporting units for impairment, we first determine, based on a qualitative assessment, whether it is more likely than not that the fair value of each of our reporting units is less than their respective carrying amounts. We have determined that each of our operating segments is a reporting unit.

If it is deemed more likely than not that the fair value of a reporting unit is less than the carrying value based on this initial assessment, the next step is a quantitative comparison of the fair value of the reporting unit to its carrying amount. If a reporting unit’s estimated fair value is equal to or greater than that reporting unit’s carrying value, no impairment of goodwill exists and the testing is complete. If the reporting unit’s carrying amount is greater than the estimated fair value, then an impairment loss is recorded for the amount of the difference.

When a quantitative analysis is performed, the estimated fair value of goodwill is determined by using a combination of a market approach and an income approach. The market approach estimates fair value by applying sales, earnings and cash flow multiples to each reporting unit’s operating performance. The multiples are derived from comparable publicly-traded companies with similar operating and investment characteristics to our reporting units. The market approach requires us to make a series of assumptions, such as selecting comparable companies and comparable transactions and transaction premiums. The current economic conditions have led to a decrease in the number of comparable transactions, which makes the market approach of comparable transactions and transaction premiums more difficult to estimate than in previous years.

The income approach estimates fair value based on our estimated future cash flows of each reporting unit, discounted by an estimated weighted-average cost of capital that reflects current market conditions, which reflect the overall level of inherent risk of that reporting unit. The income approach also requires us to make a series of assumptions, such as discount rates, revenue projections, profit margin projections and terminal value multiples. We estimated our discount rates on a blended rate of return considering both debt and equity for comparable publicly-traded companies in the media and advertising technology industries. These comparable publicly-traded companies have similar size, operating characteristics and/or financial profiles to us. We also estimated the terminal value multiple based on comparable publicly-traded companies in the media and advertising technology industries. We estimated our revenue projections and profit margin projections based on internal forecasts about future performance.

For the year ended December 31, 2024, we recorded impairment charge of goodwill in our media unit in the amount of $43.3 million. See Note 6 to Notes to Consolidated Financial Statements for more details.

Indefinite Life Intangible Assets

We believe that our broadcast licenses are indefinite life intangible assets. An intangible asset is determined to have an indefinite useful life when there are no legal, regulatory, contractual, competitive, economic or any other significant factors that may limit the period over which the asset is expected to contribute directly or indirectly to future cash flows. The evaluation of impairment for indefinite life intangible assets is performed by a comparison of the asset’s carrying value to the asset’s fair value. When the carrying value exceeds fair value, an impairment charge is recorded for the amount of the difference. The unit of accounting used to test broadcast licenses represents all licenses owned and operated within an individual market cluster, because such licenses are used together, are complementary to each other and are representative of the best use of those assets. Our individual market clusters consist of cities or nearby cities. We test our broadcasting licenses for impairment based on certain assumptions about these market clusters.

The estimated fair value of indefinite life intangible assets is determined by using an income approach. The income approach estimates fair value based on the estimated future cash flows of each market cluster that a hypothetical buyer would expect to generate, discounted by an estimated weighted-average cost of capital that reflects current market conditions, which reflect the overall level of inherent risk.

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The income approach requires us to make a series of assumptions, such as discount rates, revenue projections, profit margin projections and terminal value multiples. We estimate the discount rates on a blended rate of return considering both debt and equity for comparable publicly-traded companies in the television, radio and digital media industries. These comparable publicly-traded companies have similar size, operating characteristics and/or financial profiles to us. We also estimated the terminal value multiple based on comparable publicly-traded companies in the media and advertising technology industries. We estimated the revenue projections and profit margin projections based on various market clusters signal coverage of the markets and industry information for an average station within a given market. The information for each market cluster includes such things as estimated market share, estimated capital start-up costs, population, household income, retail sales and other expenditures that would influence advertising expenditures. Alternatively, some stations under evaluation have had limited relevant cash flow history due to planned or actual conversion of format or upgrade of station signal. The assumptions we make about cash flows after conversion are based on the performance of similar stations in similar markets and potential proceeds from the sale of the assets.

For the year ended December 31, 2024, we recorded impairment charges of FCC licenses in our media unit in the amount of $17.9 million. See Note 6 to Notes to Consolidated Financial Statements for more details.

Long-Lived Assets, Including Intangibles Subject to Amortization

Depreciation and amortization of our long-lived assets is provided using the straight-line method over their estimated useful lives. Changes in circumstances, such as the passage of new laws or changes in regulations, technological advances, changes to our business model or changes in our capital strategy could result in the actual useful lives differing from initial estimates. In those cases where we determine that the useful life of a long-lived asset should be revised, we will depreciate the net book value in excess of the estimated residual value over its revised remaining useful life. Factors such as changes in the planned use of equipment, customer attrition, contractual amendments or mandated regulatory requirements could result in shortened useful lives.

Long-lived assets and asset groups are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The estimated future cash flows are based upon, among other things, assumptions about expected future operating performance and may differ from actual cash flows. Long-lived assets evaluated for impairment are grouped with other assets to the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. If the sum of the projected undiscounted cash flows (excluding interest) is less than the carrying value of the assets, the assets will be written down to the estimated fair value in the period in which the determination is made.

Deferred Taxes

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and deferred liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when it is determined to be more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

In evaluating our ability to realize net deferred tax assets, we consider all reasonably available evidence including our past operating results, tax strategies and forecasts of future taxable income. In considering these factors, we make certain assumptions and judgments that are based on the plans and estimates used to manage our business.

We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. We recognize interest and penalties related to uncertain tax positions in income tax expense.

Revenue Recognition

Revenues are recognized when control of the promised services is transferred to our customers, in an amount equal to the consideration we expect to be entitled to in exchange for those services.

Broadcast Advertising. Revenue related to the sale of advertising on our television and radio stations is recognized at the time of broadcast. Revenue for contracts with advertising agencies is recorded at an amount that is net of the commission retained by the agency. Revenue from contracts directly with the advertisers is recorded as gross revenue and the related commission or national representation fee is recorded in operating expense.

Digital Advertising. Revenue related to digital advertising is recognized when display or other digital advertisements record impressions on the websites and mobile and Internet-connected television apps of media companies on whose digital platforms the advertisements are placed or as the advertiser’s previously agreed-upon performance criteria are satisfied. We have concluded that we are the principal in the transaction and therefore recognize revenue on a gross basis, because we (i) are responsible for fulfillment of the contract, including customer support, resolving customer complaints, and accepting responsibility for the quality or suitability of the product or service; (ii) have pricing discretion over the transaction; and (iii) carry inventory risk for all inventory purchased regardless of whether we are able to collect on a transaction.

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Retransmission Consent. We generate revenue from retransmission consent agreements that are entered into with MVPDs. We grant the MVPDs access to our television station signals so that they may rebroadcast the signals and charge their subscribers for this programming. Revenue is recognized as the television signal is delivered to the MVPD.

Spectrum Usage Rights. We generate revenue from agreements associated with our television stations’ spectrum usage rights. Revenue is recognized in accordance with the contractual fees over the term of the agreement or when we have relinquished all or a portion of our spectrum usage rights for a station or have relinquished our rights to operate a station on the existing channel free from interference.

Business Combinations

We apply the acquisition method of accounting for business combinations in accordance with U.S. GAAP and use estimates and judgments to allocate the purchase price paid for acquisitions to the fair value of the assets, including identifiable intangible assets and liabilities acquired. Such estimates may be based on significant unobservable inputs and assumptions such as, but not limited to, revenue projections, gross margin projections, customer attrition rates, royalty rates, discount rates and terminal growth rate assumptions. We use established valuation techniques and may engage reputable valuation specialists to assist with the valuations. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Fair values are subject to refinement for up to one year after the closing date of an acquisition, as information relative to closing date fair values becomes available. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.

Contingent Consideration

If business combinations or variable interest entities provide for contingent consideration, we record the contingent consideration at fair value at the acquisition date. We adjust the contingent consideration liability at the end of each reporting period based on fair value inputs representing changes in forecasted revenue of the acquired entities and the probability of an adjustment to the purchase price. Key assumptions include risk-neutral expected growth rates based on management’s assessments of expected growth in EBITDA, adjusted by appropriate factors capturing their correlation with the market and volatility, discounted at a cost of debt rate. Changes in the fair value of the contingent consideration after the acquisition date are included in earnings if the contingent consideration is recorded as a liability.

Additional Information

For additional information on our significant accounting policies, please see Note 2 to Notes to Consolidated Financial Statements.

Recently Issued Accounting Pronouncements

For additional information on recently issued accounting pronouncements, see Note 2 to Notes to Consolidated Financial Statements.

Sensitivity of Critical Accounting Estimates

We have critical accounting estimates that are sensitive to change. The most significant of those sensitive estimates relates to the impairment of intangible assets as discussed above.

Impact of Inflation

We believe that inflation has not had a material impact on our results of operations for each of our fiscal years in the three-year period ended December 31, 2024. However, there can be no assurance that future inflation would not have an adverse impact on our operating results and financial condition.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

General

Market risk represents the potential loss that may affect our financial position, results of operations and/or cash flows due to adverse changes in the financial markets. We are also exposed to market risk from changes in the base rates on our 2023 Credit Facility.

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Interest Rates

As of December 31, 2024, we had $187.8 million of variable rate bank debt outstanding under our 2023 Credit Facility. Our borrowings bear interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to either: (i) the Term SOFR (as defined in the 2023 Credit Agreement) plus a margin between 2.50% and 3.00%, depending on the Total Net Leverage Ratio (as defined in the 2023 Credit Agreement) or (ii) the Base Rate (as defined in the 2023 Credit Agreement) plus a margin between 1.50% and 2.00%, depending on the Total Net Leverage Ratio. In addition, the unused portion of the Revolving Credit Facility is subject to a rate per annum between 0.30% and 0.40%, depending on the Total Net Leverage Ratio.

Because our debt is subject to interest at a variable rate, our earnings will be affected in future periods by changes in interest rates. If the SOFR were to increase by a hypothetical 100 basis points, or one percentage point, from its December 31, 2024 level, our annual interest expense would increase and cash flow from operations would decrease by $1.9 million based on the outstanding balance of our term loan as of December 31, 2024.

Foreign Currency

We have foreign currency risks related to our revenue and operating expenses denominated in currencies other than the U.S. dollar. Historically, our revenues have primarily been denominated in U.S. dollars, and the majority of our current revenues continue to be, and are expected to remain, denominated in U.S. dollars. However, we have operations in countries other than the United States, primarily related to our advertising technology & services operations, and expect a portion of our future revenues will be denominated in currencies other than the U.S. dollar, primarily the Euro. The effect of an immediate and hypothetical 10% adverse change in foreign exchange rates on foreign-denominated accounts receivable at December 31, 2024 would not be material to our consolidated results of operations or overall financial condition.

Our operating expenses are primarily denominated in U.S. dollars. In addition, certain of our operating expenses are denominated in the currencies of the countries in which our operations are located, primarily Spain. Increases and decreases in our foreign-denominated revenue from movements in foreign exchange rates are partially offset by the corresponding decreases or increases in our foreign-denominated operating expenses.

In addition, currency fluctuations or a weakening U.S. dollar can increase the amount of operating expense of our international operations, which are primarily related to our advertising technology & services operations. To date, we have not entered into any foreign currency hedging contracts, since exchange rate fluctuations historically have not had a material effect on our operating results and cash flows.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See pages F-1 through F-41.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to ensure that the information relating to our Company, including our consolidated subsidiaries, required to be disclosed in our SEC reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow for timely decisions regarding required disclosure. We conducted an evaluation, under the supervision and with the participation of management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this annual report. Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of the evaluation date, our disclosure controls and procedures were effective.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of management, including our chief executive officer and chief financial officer, we conducted an evaluation of the design and operating effectiveness of our internal controls over financial reporting based on the framework in “Internal Control—Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

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Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Our independent registered public accounting firm, Deloitte & Touche LLP, has independently assessed the effectiveness of our internal control over financial reporting and its report is included in response to "Item 8. Financial Statements and Supplementary Data", appearing beginning at page F-2 of this report.

Inherent Limitations on Effectiveness of Controls

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because of its inherent limitations, internal control over financial reporting may not prevent or detect all control issues or misstatements. Accordingly, our controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of our control system are met. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become adequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control

There have been no changes in our internal control over financial reporting during the fiscal quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

Insider Trading Arrangements. During the quarter ended December 31, 2024, none of our directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS ITEM 10.

Not applicable.

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PART III

 

 

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item is incorporated by reference to our Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2024.

 

ITEM 11. EXECUTIVE COMPENSATION

The information required by this item is incorporated by reference to our Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2024.

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item is incorporated by reference to our Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2024.

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item is incorporated by reference to our Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2024.

 

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES ITEM 15.

The information required by this item is incorporated by reference to our Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2024.

 

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PART IV

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as part of this report:

1. Financial Statements

The consolidated financial statements contained herein are as listed on the “Index to Consolidated Financial Statements” on page F-1 of this report.

2. Financial Statement Schedule

The consolidated financial statement schedule contained herein is as listed on the “Index to Consolidated Financial Statements” on page F-1 of this report. All other schedules have been omitted because they are not applicable, not required, or the information is included in the consolidated financial statements or notes thereto.

3. Exhibits

See Exhibit Index.

(b) Exhibits:

The following exhibits are attached hereto and incorporated herein by reference.

Exhibit Number		Exhibit Description
3.1(1)		Fourth Amended and Restated Certificate of Incorporation
3.2(2)		Eighth Amended and Restated Bylaws
4.1(3)		Description of the Registrant's Securities
10.1(4)†		2000 Omnibus Equity Incentive Plan
10.2(5)†		Amended and Restated 2004 Equity Incentive Plan
10.3(5)†		2024 Employee Stock Purchase Plan
10.4(6)†		Employment Agreement, dated June 19, 2023, by and between the registrant and Michael Christenson
10.5(6)†		Entravision Communications Corporation 2023 Inducement Plan
10.6(6)†		Entravision Communications Corporation 2023 Inducement Plan, Restricted Stock Unit Award
10.7(6)†		Entravision Communications Corporation 2023 Inducement Plan, Performance Unit Award
10.8(6)†		Participation Agreement, effective June 19, 2023, by and between the Company and Michael Christenson
10.9(7)†		Executive Compensation Letter Agreement effective as of March 15, 2024 by and between the Company and Mark Boelke
10.10(7)†		Participation Agreement effective as of March 18, 2024 by and between the Company and Mark Boelke
10.11*†		Amendment to Executive Compensation Letter Agreement effective as of December 12, 2024 by and between the Company and Mark Boelke
10.12(8)†		Executive Compensation Letter Agreement effective as of May 12, 2023 by and between the Company and Jeffery Liberman
10.13(8)†		Participation Agreement effective as of May 14, 2023 by and between the Company and Jeffery Liberman
10.14*†		Compensation Letter Agreement effective as of December 22, 2023 by and between the Company and Juan Navarro
10.15*†		Executive Compensation Letter Agreement effective as of May 12, 2023 by and between the Company and Bill McNally
10.16*†		Participation Agreement effective as of May 12, 2023 by and between the Company and Bill McNally
10.17(8)†		Executive Cash Incentive Bonus Plan

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10.18(8)†		Entravision Communications Corporation Executive Severance and Change in Control Plan
10.19(8)†		Non-Employee Director Compensation Policy
10.20(9)†		Form of Restricted Stock Unit Award under the Amended and Restated 2004 Equity Incentive Plan (directors)
10.21(9)†		Form of Restricted Stock Unit Award under the Amended and Restated 2004 Equity Incentive Plan (employees)
10.22(9)†		Form of Indemnification Agreement for officers and directors of the registrant
10.23(10)		Cooperation Agreement, dated as of May 4, 2023, by and among Entravision Communications Corporation, Alexandra Seros, Estate of Walter F. Ulloa, Alexandra Seros, as Trustee of the Seros Ulloa Family Trust of 1996 and Thomas Strickler, as Trustee of The Walter F. Ulloa Irrevocable Trust of 1996
10.24(4)		Form of Investors Rights Agreement by and among the registrant and certain of its stockholders
10.25(11)		Amendment to Investor Rights Agreement dated as of September 9, 2005 by and between Entravision Communications Corporation and Univision Communications Inc.
10.26(11)		Letter Agreement regarding registration rights of Univision dated as of September 9, 2005 by and between Entravision Communications Corporation and Univision Communications Inc.
10.27(4)		Office Lease dated August 19, 1999 by and between Water Garden Company L.L.C. and Entravision Communications Company, L.L.C.
10.28(12)		First Amendment to Lease and Agreement Re: Sixth Floor Additional Space dated as of March 15, 2001 by and between Water Garden Company L.L.C., Entravision Communications Company, L.L.C. and the registrant
10.29(13)		Second Amendment to Lease dated as of October 5, 2005 by and between Water Garden Company L.L.C. and the registrant
10.30(14)		Third Amendment to Lease effective as of January 31, 2011 by and between Water Garden Company L.L.C. and the registrant
10.31(15)		Fourth Amendment to Lease effective as of January 14, 2021 by and between Water Garden Company L.L.C. and the registrant
10.32(16)		Fifth Amendment to Lease, effective as of February 16, 2022 by and between Water Garden Company L.L.C. and the registrant
10.33(9)		Sixth Amendment to Lease, effective as of June 7, 2022 by and between Water Garden Company L.L.C. and the registrant
10.34(17)		Station Affiliation Agreement, dated as of October 2, 2017, by and between Entravision Communications Corporation, The Univision Network Limited Partnership and UniMás Network
10.35(18)		Master Network Affiliation Agreement, dated as of August 14, 2002, by and between Entravision Communications Corporation and Univision Network Limited Partnership
10.36(19)		Amendment, effective as of October 1, 2011, to Master Network Affiliation Agreement, dated as of August 14, 2002, by and between Entravision Communications Corporation and Univision Network Limited Partnership
10.37(18)		Master Network Affiliation Agreement, dated as of March 17, 2004, by and between Entravision Communications Corporation and TeleFutura
10.38(19)		Amendment, effective as of October 1, 2011, to Master Network Affiliation Agreement, dated as of March 17, 2004, by and between Entravision Communications Corporation and TeleFutura
10.39(21)		Amendment and Restatement Agreement, dated as of March 30, 2023, by and among Entravision Communications Corporation, as the Borrower, Bank of America, N.A., as Administrative Agent, and the other financial institutions party thereto as Lenders
10.40(22)		Equity Purchase Agreement by and among Entravision Digital Holdings, LLC, Entravision Communications Corporation (solely for purposes of Section 6.2) and IMS Internet Media Services, Inc.
10.41(22)		Assignment, Assumption and Release Agreement by and among Entravision Digital Holdings, LLC, Entravision Communications Corporation, IMS Internet Media Services, Inc. and the MediaDonuts seller parties thereto

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10.42(23)		Share Purchase Agreement by and among Entravision Communications Corporation, the buying stockholder parties thereto, and Adsmurai, S.L.
21.1*		Subsidiaries of the registrant
23.1*		Consent of Deloitte & Touche LLP
24.1*		Power of Attorney (included after signatures hereto)
31.1*		Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934
31.2*		Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934
32*		Certification of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97(3)†		Compensation Recovery Policy
101.INS*		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH*		Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104		Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

* Filed herewith.

† Management contract or compensatory plan, contract or arrangement.

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(c) Financial Statement Schedules:

Not applicable.

ITEM 16. FORM 10-K SUMMARY Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

None.

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SIGNATURES

ENTRAVISION COMMUNICATIONS CORPORATION
By:		/s/ Michael J. Christenson
		Michael J. Christenson Chief Executive Officer

 

Date: March 6, 2025

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, jointly and severally, Michael J. Christenson and Mark Boelke, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934 this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Michael J. Christenson Michael J. Christenson		Chief Executive Officer (principal executive officer) and Director		March 6, 2025
/s/ Mark Boelke Mark Boelke		Treasurer and Chief Financial Officer (principal financial officer)		March 6, 2025
/s/ Bill Mcnally Bill McNally		Chief Accounting Officer and Corporate Controller (principal accounting officer)		March 6, 2025
/s/ Brad Bender Brad Bender		Director		March 6, 2025
/s/ Martha Elena Diaz Martha Elena Diaz		Director		March 6, 2025
/s/ Thomas Strickler Thomas Strickler		Director		March 6, 2025
/s/ Lara Sweet Lara Sweet		Director		March 6, 2025
/s/ Gilbert R. Vasquez Gilbert R. Vasquez		Director		March 6, 2025
/s/ Fehmi Zeko Fehmi Zeko		Director		March 6, 2025
/s/ Paul A. Zevnik Paul A. Zevnik		Director and Chair		March 6, 2025

 

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ENTRAVISION COMMUNICATIONS CORPORATION

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

		Page
Report of Independent Registered Public Accounting Firm (PCAOB ID#34)		F-2
Consolidated Balance Sheets – December 31, 2024 and 2023		F-4
Consolidated Statements of Operations – Years ended December 31, 2024, 2023 and 2022		F-5
Consolidated Statements of Comprehensive Income (loss) – Years ended December 31, 2024, 2023 and 2022		F-6
Consolidated Statements of Stockholders’ Equity – Years ended December 31, 2024, 2023 and 2022		F-7
Consolidated Statements of Cash Flows – Years ended December 31, 2024, 2023 and 2022		F-8
Notes to Consolidated Financial Statements		F-9
Schedule II – Consolidated Valuation and Qualifying Accounts		F-41

 

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Report of Independent Registered Public Accounting Firm

To the stockholders and the Board of Directors of Entravision Communications Corporation

Basis for Opinions

The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to an account or disclosure that is material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

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The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill Impairment – Refer to Notes 2 and 6 to the financial statements

Critical Audit Matter Description

The Company tests its goodwill for impairment annually or more frequently if an event or certain change in circumstances indicate the fair value of each of its reporting units is less than their respective carrying amounts. If it is deemed more likely than not that the fair value of a reporting unit is less than the carrying value based on this initial assessment, the next step is a quantitative comparison of the fair value of the reporting unit to its carrying amount. When the Company performs a quantitative analysis, the Company estimates the fair value of its reporting units using a combination of a market approach and an income approach. The market approach estimates fair value by applying sales, earnings and cash flow multiples to each reporting unit’s operating performance. The multiples are derived from comparable publicly-traded companies with similar operating and investment characteristics to the Company’s reporting units. The market approach requires the Company to make a series of assumptions, including the selection of comparable companies, comparable transactions and transaction premiums. The income approach estimates fair value based on the Company’s estimated future cash flows, discounted by an estimated weighted-average cost of capital. The income approach incorporates a series of assumptions including, but not limited to, discount rates, revenue projections and profit margin projections.

As described in Note 6 to the financial statements, the Company recognized a goodwill impairment charge of $35.4 million during the first quarter of 2024, due to a triggering event identified related to the then digital reporting unit, and an impairment charge of $43.3 million during the fourth quarter of 2024, as a result of its annual quantitative assessment of the fair value of the media reporting unit.

We identified goodwill impairment as a critical audit matter because the determination of fair value of the reporting unit involves significant assumptions made by management, including the revenue projections, profit margin projections, and discount rates. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the goodwill impairment analysis included the following, among others:

 

With the assistance of our fair value specialists, we:

 

/s/ DELOITTE & TOUCHE LLP

Los Angeles, California

March 6, 2025   We have served as the Company's auditor since 2022.

 

 

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ENTRAVISION COMMUNICATIONS CORPORATION

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

		December 31,				December 31,
		2024				2023
ASSETS
Current assets
Cash and cash equivalents		$	95,914			$	67,398
Marketable securities			4,694				13,172
Restricted cash			786				770
Trade receivables (including related parties of $3,556 and $10,051), net of allowance for doubtful accounts of $3,034 and $2,399			68,319				70,082
Assets held for sale			—				301
Prepaid expenses and other current assets (including related parties of $274 and $274)			16,587				16,863
Current assets of discontinued operations			—				217,269
Total current assets			186,300				385,855
Property and equipment, net of accumulated depreciation of $154,885 and $189,708			60,616				66,932
Intangible assets subject to amortization, net of accumulated amortization of $62,330 and $59,647 (including related parties of $1,857 and $2,785)			4,417				7,100
Intangible assets not subject to amortization			177,276				195,174
Goodwill			7,352				50,674
Deferred income taxes			2,650				265
Operating leases right of use asset			40,762				42,868
Other assets			7,905				21,223
Noncurrent assets of discontinued operations			—				95,855
Total assets		$	487,278			$	865,946
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current maturities of long-term debt		$	-			$	8,750
Accounts payable and accrued expenses (including related parties of $890 and $1,071)			53,882				47,776
Operating lease liabilities			7,744				6,748
Current liabilities of discontinued operations			—				208,779
Total current liabilities			61,626				272,053
Long-term debt, less current maturities, net of unamortized debt issuance costs of $792 and $1,116			186,958				197,884
Long-term operating lease liabilities			42,101				45,178
Other long-term liabilities			12,168				4,624
Deferred income taxes			38,405				46,849
Noncurrent liabilities of discontinued operations			—				33,072
Total liabilities			341,258				599,660
Commitments and contingencies (note 13)
Redeemable noncontrolling interest - discontinued operations			—				43,758
Stockholders' equity
Class A common stock, $0.0001 par value, 260,000,000 shares authorized; shares issued and outstanding at December 31, 2024 81,623,559 and December 31, 2023 80,150,506			8				8
Class U common stock, $0.0001 par value, 40,000,000 shares authorized; shares issued and outstanding at December 31, 2024 and 2023 9,352,729			1				1
Additional paid-in capital			815,532				743,246
Accumulated deficit			(668,720	)			(519,812	)
Accumulated other comprehensive income (loss)			(801	)			(915	)
Total stockholders' equity			146,020				222,528
Total liabilities, redeemable noncontrolling interest and equity		$	487,278			$	865,946

See Notes to Consolidated Financial Statements

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ENTRAVISION COMMUNICATIONS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share data)

		Year Ended December 31,
		2024				2023				2022
Net revenue		$	364,948			$	297,043			$	323,990
Expenses:
Cost of revenue			102,196				77,214				70,586
Direct operating expenses (including related parties of $8,618, $6,050, and $8,095) (including non-cash stock-based compensation of $4,853, $7,308, and $4,602)			136,262				113,231				109,320
Selling, general and administrative expenses			62,868				49,761				46,988
Corporate expenses (including non-cash stock-based compensation of $9,539, $14,216, and $14,340)			37,498				50,294				49,404
Depreciation and amortization (including related parties of $928, $928, and $928)			16,821				16,392				15,647
Change in fair value of contingent consideration			(629	)			821				(1,800	)
Impairment charge			61,220				13,267				1,600
Foreign currency (gain) loss			692				1,950				1,244
Other operating (gain) loss			—				609				423
			416,928				323,539				293,412
Operating income (loss)			(51,980	)			(26,496	)			30,578
Interest expense			(16,472	)			(16,833	)			(10,536	)
Interest income			2,458				3,405				2,740
Dividend income			10				35				20
Gain (loss) on debt extinguishment			(91	)			(1,556	)			—
Realized gain (loss) on marketable securities			(110	)			(93	)			(532	)
Income (loss) before income taxes			(66,185	)			(41,538	)			22,270
Income tax (expense) benefit			(4,105	)			8,392				(8,871	)
Net income (loss) from continuing operations			(70,290	)			(33,146	)			13,399
Net income (loss) from discontinued operations, net of tax			(78,618	)			17,709				4,720
Net income (loss) attributable to common stockholders		$	(148,908	)		$	(15,437	)		$	18,119
Basic and diluted earnings (loss) per share:
Net income (loss) per share attributable to common stockholders, basic		$	(1.66	)		$	(0.18	)		$	0.21
Net income (loss) per share attributable to common stockholders, diluted		$	(1.66	)		$	(0.18	)		$	0.21
Cash dividends declared per common share, basic and diluted		$	0.20			$	0.20			$	0.10
Weighted average common shares outstanding, basic			89,876,538				87,901,938				85,391,163
Weighted average common shares outstanding, diluted			89,876,538				87,901,938				87,769,762

See Notes to Consolidated Financial Statements

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ENTRAVISION COMMUNICATIONS CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

		Year Ended December 31,
		2024				2023				2022
Net income (loss)		$	(148,908	)		$	(15,437	)		$	18,119
Other comprehensive income (loss), net of tax:
Change in foreign currency translation			8				88				(45	)
Change in fair value of marketable securities			106				507				(488	)
Total other comprehensive income (loss)			114				595				(533	)
Comprehensive income (loss) attributable to common stockholders		$	(148,794	)		$	(14,842	)		$	17,586

See Notes to Consolidated Financial Statements

 

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ENTRAVISION COMMUNICATIONS CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands, except share data)

		Number of Common Shares																Common Stock																				Accumulated
														Treasury				Class				Class				Class				Additional Paid-in				Accumulated				Other Comprehensive				Noncontrolling
		Class A				Class B				Class U				Stock				A				B				U				Capital				Deficit				Income (Loss)				Interest				Total
Balance, January 1, 2022			63,116,896				14,127,613				9,352,729				—			$	6			$	2			$	1			$	780,388			$	(522,494	)		$	(977	)		$	-			$	256,926
Issuance of common stock upon exercise of stock options or awards of restricted stock units			66,000				—				—				—				—				—				—				219				—				—				—				219
Tax payments related to shares withheld for share-based compensation plans			2,615,319				—				—				—				—				—				—				(4,524	)			—				—				—				(4,524	)
Stock-based compensation expense			—				—				—				—				—				—				—				20,034				—				—				—				20,034
Class B common stock exchanged for Class A common stock			14,127,613				(14,127,613	)			—				—				2				(2	)			—				—				—				—				—				—
Repurchase of Class A common stock			(1,753,001	)			—				—				1,753,001				—				—				—				(11,280	)			—				—				—				(11,280	)
Retirement of treasury stock			—				—				—				(1,753,001	)			—				—				—				—				—				—				—				—
Dividends paid			—				—				—				—				—				—				—				(8,539	)			—				—				—				(8,539	)
Change in fair value of marketable securities			—				—				—				—				—				—				—				—				—				(899	)			—				(899	)
Foreign currency translation gain (loss)			—				—				—				—				—				—				—				—				—				(45	)			—				(45	)
OCI release due to realized gain (loss) on marketable securities			—				—				—				—				—				—				—				—				—				411				—				411
Acquisition of noncontrolling interest			—				—				—				—				—				—				—				—				—				—				12,897				12,897
Net income (loss) attributable to common stockholders			—				—				—				—				—				—				—				—				18,119				—				2,050				20,169
Balance, December 31, 2022			78,172,827				—				9,352,729				—				8				—				1				776,298				(504,375	)			(1,510	)			14,947				285,369
Issuance of common stock upon exercise of stock options or awards of restricted stock units			1,958,490				—				—				—				—				—				—				554				—				—				—				554
Tax payments related to shares withheld for share-based compensation plans			19,189				—				—				—				—				—				—				(4,057	)			—				—				—				(4,057	)
Stock-based compensation expense			—				—				—				—				—				—				—				23,698				—				—				—				23,698
Dividends paid			—				—				—				—				—				—				—				(17,588	)			—				—				—				(17,588	)
Dividends equivalents payable			—				—				—				—				—				—				—				(933	)			—				—				—				(933	)
Change in fair value of marketable securities			—				—				—				—				—				—				—				—				—				436				—				436
Foreign currency translation gain (loss)			—				—				—				—				—				—				—				—				—				88				—				88
OCI release due to realized gain (loss) on marketable securities			—				—				—				—				—				—				—				—				—				71				—				71
Acquisition of noncontrolling interest			—				—				—				—				—				—				—				(751	)			—				—				(624	)			(1,375	)
Distributions to noncontrolling interest			—				—				—				—				—				—				—				—				—				—				(4,356	)			(4,356	)
Accounting for Adsmurai transaction			—				—				—				—				—				—				—				(33,975	)			—				—				(9,625	)			(43,600	)
Net income (loss) attributable to common stockholders			—				—				—				—				—				—				—				—				(15,437	)			—				(342	)			(15,779	)
Balance, December 31, 2023			80,150,506				—				9,352,729				—				8				—				1				743,246				(519,812	)			(915	)			—				222,528
Issuance of common stock upon exercise of stock options or awards of restricted stock units			1,473,053				—				—				—				—				—				—				—				—				—				—				—
Tax payments related to shares withheld for share-based compensation plans			—				—				—				—				—				—				—				(2,564	)			—				—				—				(2,564	)
Stock-based compensation expense			—				—				—				—				—				—				—				13,848				—				—				—				13,848
Dividends paid			—				—				—				—				—				—				—				(17,975	)			—				—				—				(17,975	)
Dividends equivalents payable			—				—				—				—				—				—				—				(927	)			—				—				—				(927	)
Change in fair value of marketable securities			—				—				—				—				—				—				—				—				—				25				—				25
Foreign currency translation gain (loss)			—				—				—				—				—				—				—				—				—				8				—				8
OCI release due to realized gain (loss) on marketable securities			—				—				—				—				—				—				—				—				—				81				—				81
Accounting for discontinued operations			—				—				—				—				—				—				—				79,904				—				—				—				79,904
Net income (loss) attributable to common stockholders			—				—				—				—				—				—				—				—				(148,908	)			—				—				(148,908	)
Balance, December 31, 2024			81,623,559				—				9,352,729				—			$	8			$	-			$	1			$	815,532			$	(668,720	)		$	(801	)		$	-			$	146,020

See Notes to Consolidated Financial Statements

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ENTRAVISION COMMUNICATIONS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

		Year Ended December 31,
		2024				2023				2022
Cash flows from operating activities:
Net income (loss)		$	(148,908	)		$	(15,437	)		$	18,119
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization			20,779				28,007				25,697
Impairment charge			110,658				13,267				1,600
Deferred income taxes			(10,281	)			(10,965	)			(3,708	)
Non-cash interest			284				355				1,314
Amortization of syndication contracts			450				471				468
Payments on syndication contracts			(451	)			(480	)			(470	)
Non-cash stock-based compensation			13,848				23,698				20,034
(Gain) loss on marketable securities			110				93				532
(Gain) loss on disposal of property and equipment			277				737				(636	)
Loss (gain) on the sale of businesses			45,187				—				—
(Gain) loss on debt extinguishment			91				1,556				—
Change in fair value of contingent consideration			(13,198	)			(2,539	)			14,210
Net income (loss) attributable to redeemable noncontrolling interest - discontinued operations			(2,779	)			158				—
Net income (loss) attributable to noncontrolling interest - discontinued operations			—				(342	)			2,050
Changes in assets and liabilities, net of businesses acquired and disposed of:
(Increase) decrease in trade receivables, net			10,092				(9,247	)			(9,687	)
(Increase) decrease in prepaid expenses and other current assets, operating leases right of use asset and other assets			9,878				7,826				2,017
Increase (decrease) in accounts payable, accrued expenses and other liabilities			38,668				38,038				7,377
Net cash provided by operating activities			74,705				75,196				78,917
Cash flows from investing activities:
Proceeds from sale of assets/business, net of cash divested			(40,481	)			258				2,708
Purchases of property and equipment			(8,463	)			(27,327	)			(11,468	)
Purchase of businesses, net of cash acquired			—				(6,930	)			—
Investment in variable interest entities, net of cash consolidated			—				—				(5,164	)
Purchases of marketable securities			(2,303	)			(11,355	)			(106,382	)
Proceeds from sale of marketable securities			10,789				43,335				59,814
Proceeds from loan receivable			13,636				—				—
Purchases of investments			—				(300	)			—
Issuance of loan receivable			—				(13,636	)			—
Net cash provided by (used in) investing activities			(26,822	)			(15,955	)			(60,492	)
Cash flows from financing activities:
Proceeds from stock option exercises			—				554				219
Tax payments related to shares withheld for share-based compensation plans			(2,564	)			(4,057	)			(4,524	)
Payments on debt			(20,275	)			(215,745	)			(3,252	)
Dividends paid			(17,975	)			(17,588	)			(8,539	)
Distributions to noncontrolling interest			(1,078	)			(3,380	)			—
Repurchase of Class A common stock			—				—				(11,280	)
Payment of contingent consideration			(15,650	)			(35,113	)			(65,340	)
Principal payments under finance lease obligation			(148	)			(152	)			(105	)
Proceeds from borrowings on debt			—				213,087				—
Payments for debt issuance costs			—				(1,777	)			—
Net cash used in financing activities			(57,690	)			(64,171	)			(92,821	)
Effect of exchange rates on cash, cash equivalents and restricted cash			(2	)			(5	)			(3	)
Net increase (decrease) in cash, cash equivalents and restricted cash			(9,809	)			(4,935	)			(74,399	)
Cash, cash equivalents and restricted cash:
Beginning			106,509				111,444				185,843
Ending		$	96,700			$	106,509			$	111,444
Supplemental disclosures of cash flow information:
Cash payments for:
Interest		$	16,407			$	16,936			$	9,562
Income taxes		$	9,413			$	13,100			$	16,921
Supplemental disclosures of non-cash investing and financing activities:
Capital expenditures financed through accounts payable, accrued expenses and other liabilities		$	1,096			$	1,987			$	2,109
Fair value of contingent consideration related to acquisitions and purchase of noncontrolling interest		$	—			$	1,854			$	—
Fair value of put and call option		$	—			$	43,600			$	—
Dividends equivalents payable		$	1,287			$	783			$	—

 

See Notes to Consolidated Financial Statements

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ENTRAVISION COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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The carrying amount of the Term Loan A Facility as of December 31, 2024 approximated its fair value and was $176.7 million, net of $0.8 million of unamortized debt issuance costs and original issue discount.

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The Company has non-cancelable agreements with certain media research and ratings providers, expiring at various dates from December 2025 through June 2028, to provide television and radio audience measurement services. Pursuant to these agreements, as of December 31, 2024, the Company is obligated to pay these providers a total of approximately $34.0 million. In addition, as of December 31, 2024, the Company has commitments consisting primarily of obligations for software licenses utilized by the Company's sales team of approximately $5.5 million. The 2025 and 2026 annual commitments total approximately $13.3 million and $12.2 million, respectively. The annual commitments beyond 2026 total approximately $14.0 million.

 

 

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The Company is subject to various outstanding claims and other legal proceedings that may arise in the ordinary course of business. In the opinion of management, any liability of the Company that may arise out of or with respect to these matters will not materially adversely affect the financial position, results of operations or cash flows of the Company.

 

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ENTRAVISION COMMUNICATIONS CORPORATION

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