ｴﾝﾄﾗﾋﾞｼﾞｮﾝｺﾐｭﾆｹｰｼｮﾝｽﾞの四半期報告

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(MARK ONE)


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

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025


☐	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)

     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) (Zip Code)

(310) 447-3870

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common stock	EVC	The New York Stock Exchange

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, 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	☐	Smaller reporting company	☒
		Emerging growth 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of August 1, 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.

ENTRAVISION COMMUNICATIONS CORPORATION

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025

TABLE OF CONTENTS


		Page Number
	PART I. FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	4
	CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) AS OF JUNE 30, 2025 AND DECEMBER 31, 2024	4
	CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) FOR THE THREE- AND SIX-MONTH PERIODS ENDED JUNE 30, 2025 AND JUNE 30, 2024	5
	CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) FOR THE THREE- AND SIX-MONTH PERIODS ENDED JUNE 30, 2025 AND JUNE 30, 2024	6
	CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED) FOR THE THREE- AND SIX-MONTH PERIODS ENDED JUNE 30, 2025 AND JUNE 30, 2024	7
	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2025 AND JUNE 30, 2024	9
	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)	10
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	28
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	35
ITEM 4.	CONTROLS AND PROCEDURES	35
	PART II. OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	36
ITEM 1A.	RISK FACTORS	36
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	36
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	36
ITEM 4.	MINE SAFETY DISCLOSURES	36
ITEM 5.	OTHER INFORMATION	36
ITEM 6.	EXHIBITS	38

GENERAL NOTE

As discussed in more detail in our Annual Report on Form 10-K for the year ended December 31, 2024 (our “2024 10-K”), and 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:

•

risks related to our substantial indebtedness and/or our ability to raise capital;

•

provisions of our debt instruments, including the agreement dated as of March 17, 2023, or the Original 2023 Credit Agreement, as amended on July 15, 2025, or the Amended 2023 Credit Agreement, which governs our credit facility, as amended, or the Credit Facility, the terms of which restrict certain aspects of the operation of our business;

•

our continued compliance with all of our obligations under the Amended 2023 Credit Agreement, including compliance with financial covenants and ratios thereunder;

•

the ability to compete effectively in the television and radio broadcast industries;

•

cancellations or reductions of advertising due to the then-current economic environment or otherwise;

•

the choices certain of our individual advertisers or advertisers by industry make in placing advertisements due to economic considerations, including economic, fiscal, monetary, trade or other national policies or considerations in the United States or the countries where our advertisers are located;

•

changes in advertising rates due to the then-current economic environment or otherwise;

•

the impact of rigorous competition in Spanish-language media and in the advertising industry generally;

•

the impact of changing preferences among U.S. Latino audiences for Spanish-language programming, especially among younger age groups;

•

the success of our emphasis on local news, including, but not limited to, the impact such effort may have in generating advertising revenue;

•

the success of our sales and marketing efforts in attracting and maintaining advertisers;

•

the impact of changing preferences, if any, among audiences favoring newer forms of media, including digital and other forms of such media, over traditional media, including television and radio;

•

maintaining our relationship, including our network affiliation agreement, with TelevisaUnivision, Inc., or TelevisaUnivision;

•

the extent to which we continue to generate revenue under retransmission consent agreements and spectrum usage rights; the ability to keep up with rapid technological and other changes, and compete effectively, in new forms of media, including digital media;

•

the ability to keep up with rapid technological and other changes in advertising technology, including programmatic platforms;

•

the impact of existing and possible additional legislative and/or regulatory action, as well as evolving industry standards applying to our business, including but not limited to data use, data privacy and related matters;

•

the ability to hire and retain qualified personnel;

•

the risk of impairment of our assets; and/or

•

legal, political and other risks associated with our operations located outside the United States.

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 the section entitled “Risk Factors,” beginning on page 12 of our 2024 10-K.

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ENTRAVISION COMMUNICATIONS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In thousands, except share and per share data)


	June 30,			December 31,
	2025			2024
ASSETS
Current assets
Cash and cash equivalents	$	64,508		$	95,914
Marketable securities		4,770			4,694
Restricted cash		791			786
Trade receivables, (including related parties of $4,821 and $3,556) net of allowance for doubtful accounts of $3,143 and $3,034		78,426			68,319
Prepaid expenses and other current assets (including related parties of $274 and $274)		22,337			16,587
Assets held for sale		7,247			-
Total current assets		178,079			186,300
Property and equipment, net of accumulated depreciation of $148,512 and $154,885		47,669			60,616
Intangible assets subject to amortization, net of accumulated amortization of $63,241 and $62,330 (including related parties of $1,392 and $1,857)		3,505			4,417
Intangible assets not subject to amortization		149,276			177,276
Goodwill		7,352			7,352
Deferred income taxes		2,924			2,650
Operating leases right of use asset		21,709			40,762
Other assets		7,484			7,905
Total assets	$	417,998		$	487,278
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current maturities of long-term debt	$	5,000		$	-
Accounts payable and accrued expenses (including related parties of $1,131 and $890)		59,075			53,882
Operating lease liabilities		7,648			7,744
Total current liabilities		71,723			61,626
Long-term debt, less current maturities, net of unamortized debt issuance costs of $640 and $792		172,110			186,958
Long-term operating lease liabilities		39,710			42,101
Other long-term liabilities		12,647			12,168
Deferred income taxes		31,799			38,405
Total liabilities		327,989			341,258
Commitments and contingencies (Note 6)
Stockholders' equity
Class A common stock, $0.0001 par value, 260,000,000 shares authorized; shares issued and outstanding at June 30, 2025 81,623,559 and December 31, 2024 81,623,559		8			8
Class U common stock, $0.0001 par value, 40,000,000 shares authorized; shares issued and outstanding at June 30, 2025 and December 31, 2024 9,352,729		1			1
Additional paid-in capital		810,785			815,532
Accumulated deficit		(720,023	)		(668,720	)
Accumulated other comprehensive income (loss)		(762	)		(801	)
Total stockholders' equity		90,009			146,020
Total liabilities, redeemable noncontrolling interest and equity	$	417,998		$	487,278

See Notes to Condensed Consolidated Financial Statements

ENTRAVISION COMMUNICATIONS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(In thousands, except share and per share data)


	Three-Month Period						Six-Month Period
	Ended June 30,						Ended June 30,
	2025			2024			2025			2024
Net Revenue	$	100,735		$	82,654		$	192,586		$	160,830
Expenses:
Cost of revenue		38,010			24,424			71,482			47,082
Direct operating expenses (including related parties of $1,328, $1,536, $2,450 and $2,936) (including non-cash stock-based compensation of $1,011, $1,499, $2,088 and $2,882)		37,712			31,756			73,214			63,557
Selling, general and administrative expenses		16,453			14,363			31,959			28,697
Corporate expenses (including non-cash stock-based compensation of $1,674, $2,734, $3,210 and $6,396)		6,375			10,811			14,163			23,059
Depreciation and amortization (including related parties of $232, $232, $464 and $464)		3,027			4,428			6,504			9,167
Change in fair value of contingent consideration		-			240			-			20
Impairment charge		-			-			23,673			-
Loss on lease abandonment		-			-			25,191			-
Foreign currency (gain) loss		6			(24	)		18			241
Operating income (loss)		(848	)		(3,344	)		(53,618	)		(10,993	)
Interest expense		(4,037	)		(4,118	)		(7,700	)		(8,561	)
Interest income		619			577			1,224			1,155
Dividend income		1			-			1			10
Realized gain (loss) on marketable securities		3			4			4			(109	)
Gain (loss) on debt extinguishment		(38	)		(51	)		(38	)		(91	)
Income (loss) from continuing operations before income taxes		(4,300	)		(6,932	)		(60,127	)		(18,589	)
Income tax benefit (expense)		800			10,664			8,852			14,811
Net income (loss) from continuing operations		(3,500	)		3,732			(51,275	)		(3,778	)
Net income (loss) from discontinued operations, net of tax		163			(35,412	)		(28	)		(76,792	)
Net income (loss) attributable to common stockholders	$	(3,337	)	$	(31,680	)	$	(51,303	)	$	(80,570	)
Basic and diluted earnings per share:
Net income (loss) per share from continuing operations, basic and diluted	$	(0.04	)	$	0.04		$	(0.56	)	$	(0.04	)

Net income (loss) per share from discontinued operations, basic and diluted	$	0.00		$	(0.39	)	$	(0.00	)	$	(0.86	)

Net income (loss) per share attributable to common stockholders, basic and diluted	$	(0.04	)	$	(0.35	)	$	(0.56	)	$	(0.90	)

Cash dividends declared per common share	$	0.05		$	0.05		$	0.10		$	0.10

Weighted average common shares outstanding, basic		90,976,288			89,820,737			90,976,288			89,669,397
Weighted average common shares outstanding, diluted		90,976,288			90,721,280			90,976,288			89,669,397

See Notes to Condensed Consolidated Financial Statements

ENTRAVISION COMMUNICATIONS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

(In thousands)


	Three-Month Period						Six-Month Period
	Ended June 30,						Ended June 30,
	2025			2024			2025			2024
Net income (loss) attributable to common stockholders	$	(3,337	)	$	(31,680	)	$	(51,303	)	$	(80,570	)
Other comprehensive income (loss), net of tax:
Change in foreign currency translation		-			302			-			7
Change in fair value of marketable securities		33			-			39			99
Total other comprehensive income (loss)		33			302			39			106
Comprehensive income (loss) attributable to common stockholders	$	(3,304	)	$	(31,378	)	$	(51,264	)	$	(80,464	)

See Notes to Condensed Consolidated Financial Statements

ENTRAVISION COMMUNICATIONS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands, except share and per share data)


	Number of Common Shares				Common Stock										Accumulated
									Additional Paid-in			Accumulated			Other Comprehensive
	Class A		Class U		Class A		Class U		Capital			Deficit			Income (Loss)			Total
Balance, December 31, 2024		81,623,559		9,352,729	$	8	$	1	$	815,532		$	(668,720	)	$	(801	)	$	146,020
Stock-based compensation expense		-		-		-		-		2,613			-			-			2,613
Dividends paid		-		-		-		-		(4,549	)		-			-			(4,549	)
Dividends equivalents payable		-		-		-		-		(516	)		-			-			(516	)
Change in fair value of marketable securities		-		-		-		-		-			-			7			7
OCI release due to realized gain (loss) on marketable securities		-		-		-		-		-			-			(1	)		(1	)
Net income (loss) attributable to common stockholders		-		-		-		-		-			(47,966	)		-			(47,966	)
Balance, March 31, 2025		81,623,559		9,352,729		8		1		813,080			(716,686	)		(795	)		95,608
Stock-based compensation expense		-		-		-		-		2,685			-			-			2,685
Dividends paid		-		-		-		-		(4,549	)		-			-			(4,549	)
Dividends equivalents payable		-		-		-		-		(431	)		-			-			(431	)
Change in fair value of marketable securities		-		-		-		-		-			-			37			37
OCI release due to realized gain (loss) on marketable securities		-		-		-		-		-			-			(4	)		(4	)
Net income (loss) attributable to common stockholders		-		-		-		-		-			(3,337	)		-			(3,337	)
Balance, June 30, 2025		81,623,559		9,352,729		8		1		810,785			(720,023	)		(762	)		90,009


	Number of Common Shares				Common Stock										Accumulated
									Additional Paid-in			Accumulated			Other Comprehensive
	Class A		Class U		Class A		Class U		Capital			Deficit			Income (Loss)			Total
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		224,369		-		-		-		-			-			-			-
Tax payments related to shares withheld for share-based compensation plans		-		-		-		-		(490	)		-			-			(490	)
Stock-based compensation expense		-		-		-		-		5,447			-			-			5,447
Dividends paid		-		-		-		-		(4,476	)		-			-			(4,476	)
Dividends equivalents payable		-		-		-		-		(388	)		-			-			(388	)
Change in fair value of marketable securities		-		-		-		-		-			-			15			15
OCI release due to realized gain (loss) on marketable securities		-		-		-		-		-			-			84			84
Foreign currency translation gain (loss)		-		-		-		-		-			-			(295	)		(295	)
Net income (loss) attributable to common stockholders		-		-		-		-		-			(48,890	)		-			(48,890	)
Balance, March 31, 2024		80,374,875		9,352,729		8		1		743,339			(568,702	)		(1,111	)		173,535
Issuance of common stock upon exercise of stock options or awards of restricted stock units		259,506		-		-		-		-			-			-			-
Tax payments related to shares withheld for share-based compensation plans		-		-		-		-		(273	)		-			-			(273	)
Stock-based compensation expense		-		-		-		-		3,287			-			-			3,287
Dividend paid		-		-		-		-		(4,496	)		-			-			(4,496	)
Dividends equivalents payable		-		-		-		-		(170	)		-			-			(170	)
Change in fair value of marketable securities		-		-		-		-		-			-			4			4
OCI release due to realized gain (loss) on marketable securities		-		-		-		-		-			-			(4	)		(4	)
Foreign currency translation gain (loss)		-		-		-		-		-			-			302			302
Accounting for discontinued operations		-		-		-		-		79,903			-			-			79,903
Net income (loss) attributable to common stockholders		-		-		-		-		-			(31,680	)		-			(31,680	)
Balance, June 30, 2024		80,634,381		9,352,729		8		1		821,590			(600,382	)		(809	)		220,408

See Notes to Condensed Consolidated Financial Statements

ENTRAVISION COMMUNICATIONS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In thousands)


	Six-Month Period
	Ended June 30,
	2025			2024
Cash flows from operating activities:
Net income (loss) attributable to common stockholders	$	(51,303	)	$	(80,570	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		6,504			13,125
Impairment charge		23,673			49,438
Loss on lease abandonment		25,191			-
Deferred income taxes		(6,879	)		214
Non-cash interest		580			160
Amortization of syndication contracts		221			227
Payments on syndication contracts		(220	)		(229	)
Non-cash stock-based compensation		5,298			8,734
(Gain) loss on marketable securities		(4	)		109
(Gain) loss on disposal of property and equipment		6			183
Loss (gain) on the sale of businesses		-			45,014
(Gain) loss on debt extinguishment		38			91
Change in fair value of contingent consideration		-			(12,548	)
Net income (loss) attributable to redeemable noncontrolling interest - discontinued operations		-			(2,779	)
Changes in assets and liabilities:
(Increase) decrease in accounts receivable		(9,981	)		9,586
(Increase) decrease in prepaid expenses and other current assets, operating leases right of use asset and other assets		(1,348	)		(19,590	)
Increase (decrease) in accounts payable, accrued expenses and other liabilities		808			39,906
Net cash provided by (used in) operating activities		(7,416	)		51,071
Cash flows from investing activities:
Proceeds from sale of businesses, net of cash divested		-			(42,967	)
Purchases of property and equipment		(4,804	)		(4,737	)
Purchases of marketable securities		(965	)		-
Proceeds from sale of marketable securities		947			10,019
Proceeds from loan receivable		-			10,748
Net cash provided by (used in) investing activities		(4,822	)		(26,937	)
Cash flows from financing activities:
Tax payments related to shares withheld for share-based compensation plans		-			(27	)
Payments on debt		(10,000	)		(20,275	)
Dividends paid		(9,098	)		(8,972	)
Distributions to noncontrolling interest		-			(1,078	)
Payment of contingent consideration		-			(14,300	)
Principal payments under finance lease obligation		(65	)		(74	)
Net cash provided by (used in) financing activities		(19,163	)		(44,726	)
Effect of exchange rates on cash, cash equivalents and restricted cash		-			(2	)
Net increase (decrease) in cash, cash equivalents and restricted cash		(31,401	)		(20,594	)
Cash, cash equivalents and restricted cash:
Beginning		96,700			106,509
Ending	$	65,299		$	85,915
Supplemental disclosures of cash flow information:
Cash payments for:
Interest	$	7,120		$	8,620
Income taxes	$	1,434		$	5,148
Supplemental disclosures of non-cash investing and financing activities:
Capital expenditures financed through accounts payable, accrued expenses and other liabilities	$	946		$	1,132
Note receivable	$	-		$	(5,374	)
Dividends equivalents payable	$	2,233		$	1,219

See Notes to Condensed Consolidated Financial Statements

ENTRAVISION COMMUNICATIONS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. BASIS OF PRESENTATION

Presentation

The condensed consolidated financial statements included herein have been prepared by Entravision Communications Corporation (the “Company”), pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted pursuant to such rules and regulations. These condensed consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2024 included in the Company’s 2024 Annual Report on Form 10-K for the year ended December 31, 2024 (the "2024 10-K"). The unaudited information contained herein has been prepared on the same basis as the Company’s audited consolidated financial statements and, in the opinion of the Company’s management, includes all adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation of the information for the periods presented. The interim results presented herein are not necessarily indicative of the results of operations that may be expected for the full fiscal year ending December 31, 2025 or any other future period.

Certain amounts in the Company’s prior year period condensed consolidated financial statements and notes to the financial statements have been reclassified to conform to current period presentation, including presentation of segment operations as discussed in Notes 2 and 5.

2. THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

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

The Company has organized its operations into two reportable segments. Its media segment includes its television, radio and digital marketing operations. Its advertising and technology services segment provides programmatic advertising and technology services through Smadex, the Company's demand-side programmatic advertising purchasing platform, and Adwake, the Company's performance-based media advertising agency.

As discussed below, in 2024, the Company discontinued and divested a significant portion of its operations, which consisted primarily of several acquisitions that had been completed prior to 2024, and which operations comprised the majority of the Company’s former digital segment.

For more information and an overview of the Company's business, please refer to Part I, Item 1, "Business", of the Company's 2024 10-K.

Discontinued Operations and Assets Held for Sale

On March 4, 2024, the Company 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 the Company, by July 1, 2024. As a result of this communication from Meta, the Company conducted a thorough review of its digital strategy, operations and cost structure, and during the second quarter of 2024 made the decision to dispose of the operations of its EGP business. Following this decision, during the second quarter of 2024, the Company entered into a definitive agreement to sell substantially all of its EGP business to IMS Internet Media Services, Inc. ("IMS"). The transaction was completed on June 28, 2024. The remaining parts of the Company's 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. See Note 7 for additional details.

A business or asset is classified as held for sale when management having the authority to approve the action commits to a plan to sell the business, the sale is probable to occur during the next 12 months at a price that is reasonable in relation to its current fair value, and when certain other criteria are met. A business or asset classified as held for sale is recorded at the lower of (i) its carrying amount and (ii) estimated fair value less costs to sell. When the carrying amount of the business exceeds its estimated fair value less costs to sell, a loss is recognized and updated each reporting period as appropriate. Depreciation is not recorded on assets classified as held for sale.

The results of operations of a business classified as held for sale are reported as discontinued operations if the disposal represents a strategic shift that will have a major effect on the entity’s operations and financial results. When a business is identified for discontinued operations reporting: (i) results for prior periods are retrospectively reclassified as discontinued operations; (ii) results of operations are reported in a single line, net of tax, in the consolidated statement of operations; and (iii) assets and liabilities are reported as held for sale in the consolidated balance sheets in the period in which the business is classified as held for sale.

The Company concluded that the assets of its EGP business met the criteria for classification as held for sale. Additionally, the Company determined that the disposal, which was initiated and completed during the second quarter of 2024, represented a strategic shift that had a major effect on the Company's operations and financial results. As such, the results of the Company's former EGP business are presented as discontinued operations in the Consolidated Statements of Operations for all periods presented. There were no remaining assets and liabilities of discontinued operations in the Consolidated Balance Sheets as of December 31, 2024 and June 30, 2025.

In March 2025, the Company entered into a letter of intent (“LOI”) to sell the assets of its two Mexico television stations. The assets constituting station XHAS, located in Tijuana, Mexico, have an agreed upon purchase price of $2.9 million. The assets constituting station XHDTV, located in Tecate, Mexico, have an agreed upon purchase price of $1.8 million. The sale would include all assets necessary for the buyers to operate the stations, consisting of the broadcast licenses and fixed assets. The LOI had a term of 60 days for the parties to reach a definitive agreement, which term has expired. The parties are continuing to negotiate the terms of the transaction. These assets met the criteria for classification as assets held for sale. The carrying value of the two stations exceeded the agreed upon price, and the Company recorded an impairment charge of $23.7 million during the three-month period ended March 31, 2025 related to the broadcast licenses with a carrying value of $28.0 million and fixed assets of the two stations with a carrying value of $0.4 million. The fair value less estimated costs to sell of $4.7 million is presented as Assets Held for Sale in the Condensed Consolidated Balance Sheet as of June 30, 2025.

In June 2025, the Company’s management made the decision to sell three of its owned office buildings in Corpus Christi, El Centro, and Midland, Texas. The sales would include the buildings and all related building improvements, land and land improvements. These assets met the criteria for classification as assets held for sale. The carrying amount of each of the buildings and related fixed assets were lower than the fair value less cost to sell. The carrying amounts totaling $2.6 million are presented as Assets Held for Sale in the Condensed Consolidated Balance Sheet as of June 30, 2025.

Liquidity

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Management has evaluated whether there are any conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern over the next twelve months from the issuance of the accompanying consolidated financial statements.

The Company’s previous filings on the 2024 10-K and on Form 10-Q for the three months ended March 31, 2025, disclosed that the Original 2023 Credit Agreement contained various financial covenants. Compliance with these financial covenants was measured quarterly and the Company’s failure to meet the covenant requirements would constitute an event of default. In such event, if the Company 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 the Company’s assets.

As a result of the sale of the EGP business, the Company’s consolidated EBITDA (as defined in the 2023 Credit Agreement) has been, and is expected to remain, significantly reduced. Given the inherent uncertainty in financial projections the Company previously identified additional controllable cost reduction actions that could be taken, if necessary, to maintain sufficient liquidity to fund its business activities and to maintain compliance with its financial covenants.

However, on July 15, 2025, the Original 2023 Credit Agreement was amended to grant the Company more flexibility in its financial covenants. See "Credit Facility" below and Note 8 for additional details. Based on the Company’s current financial projections, management believes that the Company will maintain compliance with its financial covenants in the Amended 2023 Credit Agreement.

The Company further believes that its existing cash and projected operating cash flows are adequate to meet its operating needs, liabilities and commitments over the next twelve months from the issuance of the accompanying consolidated financial statements.

Restricted Cash

As of June 30, 2025 and December 31, 2024, the Company’s balance sheet includes $0.8 million in restricted cash, which was deposited into a separate account as collateral for the Company’s letters of credit.

The Company's cash and cash equivalents and restricted cash, as presented in the Condensed Consolidated Statements of Cash Flows, was as follows (in thousands):


	As of June 30,
	2025		2024
Cash and cash equivalents	$	64,508	$	85,136
Restricted cash		791		779
Total as presented in the Condensed Consolidated Statements of Cash Flows	$	65,299	$	85,915

Related Party

Substantially all of the Company’s television stations are Univision- or UniMás-affiliated television stations. The network affiliation agreement with TelevisaUnivision provides certain of the Company’s owned stations the exclusive right to broadcast TelvisaUnivision’s primary Univision network and UniMás network programming in their respective markets. Under the network affiliation agreement, the Company retains the right to sell no less than four minutes per hour of the available advertising time on stations that broadcast Univision network programming, and the right to sell approximately four and a half minutes per hour of the available advertising time on stations that broadcast UniMás network programming, subject to adjustment from time to time by TelevisaUnivision.

Under the network affiliation agreement, TelevisaUnivision acts as the Company’s exclusive third-party sales representative for the sale of certain national advertising on the Univision- and UniMás-affiliate television stations, and the Company pays certain sales representation fees to TelevisaUnivision relating to sales of all advertising for broadcast on its Univision- and UniMás-affiliate television stations.

During the three-month periods ended June 30, 2025 and 2024, the amount the Company paid TelevisaUnivision in this capacity was $1.3 million and $1.5 million. During the six-month periods ended June 30, 2025 and 2024, the amount the Company paid TelevisaUnivision in this capacity was $2.4 million and $2.9 million. These amounts were included in Direct Operating Expenses in the Company's Condensed Consolidated Statements of Operations.

The Company also generates revenue under two marketing and sales agreements with TelevisaUnivision, which give it the right to manage the marketing and sales operations of TelevisaUnivision-owned Univision affiliates in three markets – Albuquerque, Boston and Denver.

On October 2, 2017, the Company entered into the current affiliation agreement which superseded and replaced its prior affiliation agreements with TelevisaUnivision. Additionally, on the same date, the Company entered into a proxy agreement and marketing and sales agreement with TelevisaUnivision, each of which superseded and replaced the prior comparable agreements with TelevisaUnivision. The term of each of these current agreements expires on December 31, 2026 for all of the Company’s Univision and UniMás network affiliate stations.

Under the Company’s current proxy agreement with TelevisaUnivision, the Company grants TelevisaUnivision the right to negotiate the terms of retransmission consent agreements for its Univision- and UniMás-affiliated television station signals. Among other things, the proxy agreement provides terms relating to compensation to be paid to the Company by TelevisaUnivision with respect to retransmission consent agreements entered into with multichannel video programming distributors (“MVPDs”). As of June 30, 2025, the amount due to the Company from TelevisaUnivision was $4.8 million related to the agreements for the carriage of its Univision and UniMás-affiliated television station signals. During the three-month periods ended June 30, 2025 and 2024, retransmission consent revenue accounted for $7.7 million and $8.8 million, respectively, of which $5.3 million and $6.2 million, respectively, relate to the TelevisaUnivision proxy agreement. During the six-month periods ended June 30, 2025 and 2024, retransmission consent revenue accounted for $15.8 million and $18.0 million, respectively, of which $10.9 million and $12.6 million, respectively, relate to the TelevisaUnivision proxy agreement

TelevisaUnivision currently owns approximately 10% of the Company’s common stock on a fully-converted basis. The Company’s Class U common stock, all of which is held by TelevisaUnivision, has limited voting rights and does not include the right to elect directors. Each share of Class U common stock is automatically convertible into one share of the Company’s Class A common stock (subject to adjustment for stock splits, dividends or combinations) in connection with any transfer of such shares of Class U common stock to a third party that is not an affiliate of TelevisaUnivision. In addition, as the holder of all of the Company’s issued and outstanding Class U common stock, so long as TelevisaUnivision holds a certain number of shares of Class U common stock, the Company may not, without the consent of TelevisaUnivision, merge, consolidate or enter into a business combination, dissolve or liquidate the Company or dispose of any interest in any FCC license with respect to television stations which are affiliates of TelevisaUnivision, among other things.

Stock-Based Compensation

The Company measures all stock-based awards using a fair value method and recognizes the related stock-based compensation expense in the condensed consolidated financial statements over the requisite service period. As stock-based compensation expense recognized in the Company’s condensed consolidated financial statements is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures.

Restricted Stock Units

Stock-based compensation expense related to restricted stock units ("RSUs") is based on the fair value of the Company’s stock price on the date of grant and is amortized over the vesting period, generally between 1 to 4 years.

During the six-month period ended June 30, 2025, the Company had the following non-vested RSUs activity (in thousands, except grant date fair value data):


	Number of RSUs			Weighted-Average Grant Date Fair Value
Nonvested balance at December 31, 2024		4,585		$	4.62
Granted		3,594			2.25
Vested		-			-
Forfeited or cancelled		(176	)		4.27
Nonvested balance at June 30, 2025		8,003			3.56

Stock-based compensation expense related to RSUs was $2.2 million and $3.8 million for the three-month periods ended June 30, 2025 and 2024, respectively.

Stock-based compensation expense related to RSUs was $4.3 million and $8.4 million for the six-month periods ended June 30, 2025 and 2024, respectively.

As of June 30, 2025, there was $9.8 million of total unrecognized compensation expense related to grants of RSUs that is expected to be recognized over a weighted-average period of 1.7 years.

Performance Stock Units

In connection with the annual grant of performance stock units (“PSUs”) in January 2025, the Company has granted PSUs to certain senior employees, which PSUs are subject to both time-based vesting conditions and market-based conditions. Both the service and market conditions must be satisfied for the PSUs to vest. The PSUs consist of four equal tranches, based on achievement of a share price condition if the Company achieves share price targets of $3.00, $4.00, $5.00, and $6.00, respectively, over 30 consecutive trading days during a performance period commencing on January 21, 2025 and ending on January 21, 2030. The fair value of each of the Performance Tranches (as defined in the individual agreements pursuant to which the PSUs were granted) was $0.7 million, $0.7 million, $0.6 million, and $0.6 million, respectively, and have a grant date fair value per share of restricted stock of $2.11, $1.95, $1.80, and $1.67, respectively. To the extent that any of the performance-based requirements are met, the grantees must also provide continued service to the Company through at least January 21, 2026 to receive any shares of common stock underlying the PSUs and through January 21, 2030 to receive all of the shares of common stock underlying the PSUs that have satisfied the applicable market-based requirement. The maximum number of shares that can be earned under this PSU grant is 1,390,000 shares, with 25% of the total award allocated to each Performance Tranche. Between 0% and 100% of each Performance Tranche of the PSUs will vest on each of the tranche dates.

The Company recognizes compensation expense related to the PSUs using the accelerated attribution method over the requisite service period. Stock-based compensation expense for PSUs is based on a performance measurement of 100%. The compensation expense will not be reversed even if the performance metrics are not met.

Stock-based compensation expense related to PSUs was $0.5 million and $0.4 million for the three-month periods ended June 30, 2025 and 2024, respectively.

Stock-based compensation expense related to PSUs was $1.0 million and $0.9 million for the six-month periods ended June 30, 2025 and 2024, respectively.

As of June 30, 2025, there was $2.8 million of total unrecognized compensation expense related to grants of PSUs that is expected to be recognized over a weighted-average period of 2.2 years.

The grant date fair value for each PSU was estimated using a Monte-Carlo simulation model that incorporates option-pricing inputs covering the period from the grant date through the end of the performance period. The unobservable significant inputs to the valuation model at the time of award issuance were as follows:


	2025 PSUs
Stock price at issuance	$	2.28
Expected volatility		66.0	%
Risk-free interest rate		4.40	%
Expected term		5.0
Expected dividend yield		0	%

During the six-month period ended June 30, 2025, the Company had the following non-vested PSUs activity (in thousands, except grant date fair value data):


	Number of PSUs		Weighted-Average Grant Date Fair Value
Nonvested balance at December 31, 2024		1,200	$	3.37
Granted		1,390		1.88
Vested		-		-
Forfeited or cancelled		-		-
Nonvested balance at June 30, 2025		2,590		2.57

Income (Loss) Per Share

The following table illustrates the reconciliation of the basic and diluted income (loss) per share (in thousands, except share and per share data):


	Three-Month Period						Six-Month Period
	Ended June 30,						Ended June 30,
	2025			2024			2025			2024
Numerator:
Net income (loss) from continuing operations	$	(3,500	)	$	3,732		$	(51,275	)	$	(3,778	)
Net income (loss) from discontinued operations		163			(35,412	)		(28	)		(76,792	)
Net income (loss) attributable to common stockholders	$	(3,337	)	$	(31,680	)	$	(51,303	)	$	(80,570	)

Basic and diluted earnings per share:
Denominator:
Weighted average common shares outstanding		90,976,288			89,820,737			90,976,288			89,669,397

Per share:
Income (loss) per share from continuing operations	$	(0.04	)	$	0.04		$	(0.56	)	$	(0.04	)
Income (loss) per share from discontinued operations		0.00			(0.39	)		(0.00	)		(0.86	)
Net income (loss) per share attributable to common stockholders	$	(0.04	)	$	(0.35	)	$	(0.56	)	$	(0.90	)

Diluted earnings per share:
Denominator:
Weighted average common shares outstanding		90,976,288			89,820,737			90,976,288			89,669,397
Dilutive securities:
Restricted stock units		-			900,543			-			-
Diluted shares outstanding		90,976,288			90,721,280			90,976,288			89,669,397

Per share:
Income (loss) per share from continuing operations	$	(0.04	)	$	0.04		$	(0.56	)	$	(0.04	)
Income (loss) per share from discontinued operations		0.00			(0.39	)		(0.00	)		(0.86	)
Net income (loss) per share attributable to common stockholders	$	(0.04	)	$	(0.35	)	$	(0.56	)	$	(0.90	)

For the three-month period ended June 30, 2025, all dilutive securities have been excluded as their inclusion would have had an antidilutive effect on loss per share. The number of securities whose conversion would result in an incremental number of shares that would be included in determining the weighted average shares outstanding for diluted earnings per share if their effect was not antidilutive was 1,894,454 equivalent shares of dilutive securities for the three-month period ended June 30, 2025.

For the six-month period ended June 30, 2025, all dilutive securities have been excluded as their inclusion would have had an antidilutive effect on loss per share. The number of securities whose conversion would result in an incremental number of shares that would be included in determining the weighted average shares outstanding for diluted earnings per share if their effect was not antidilutive was 1,707,269 equivalent shares of dilutive securities for the six-month period ended June 30, 2025.

For the three-month period ended June 30, 2024, a total of 3,240,646 shares of dilutive securities were not included in the computation of diluted income per share because the exercise prices of the dilutive securities were greater than the average market price of the common shares.

For the six-month period ended June 30, 2024, all dilutive securities have been excluded as their inclusion would have had an antidilutive effect on loss per share. The number of securities whose conversion would result in an incremental number of shares that would be included in determining the weighted average shares outstanding for diluted earnings per share if their effect was not antidilutive was 1,067,997 equivalent shares of dilutive securities for the six-month period ended June 30, 2024.

Impairment

The carrying values of the Company's reporting units are determined by allocating all applicable assets (including goodwill) and liabilities based upon the unit in which the assets are employed and to which the liabilities relate, considering the methodologies utilized to determine the fair value of the reporting units.

Goodwill and indefinite life intangibles are not amortized but are tested annually for impairment, or more frequently, if events or changes in circumstances indicate that the assets might be impaired. The annual testing date is October 1.

As of the most recent annual goodwill testing date, October 1, 2024, there was $43.3 million of goodwill in the media reporting unit. Based on the assumptions and estimates discussed in the Company's 2024 10-K, the media reporting unit carrying value exceeded its fair value, resulting in a goodwill impairment charge of $43.3 million for the year ended December 31, 2024. This impairment charge was a result of the Company updating its internal forecasts of future performance based on lower than anticipated political advertising revenue in the fourth quarter of 2024 and higher projected future costs due to planned investments in news programming and the sales and marketing teams. The calculation of the fair value of the reporting unit requires estimates of the discount rate and the long term projected growth rate.

Additionally, as of the most recent annual goodwill testing date, October 1, 2024, there was $7.4 million of goodwill in the advertising technology & services reporting unit. Based on the assumptions and estimates discussed in the Company's 2024 10-K, the fair value of the advertising technology & services reporting unit exceeded its carrying value by over 100%, resulting in no impairment charge for the year ended December 31, 2024. The calculation of the fair value of the advertising technology & services reporting unit requires estimates of the discount rate and the long term projected growth rate.

The Company also conducted a review of the fair value of the television and radio FCC licenses on the annual testing date of October 1, 2024. The estimated fair value of indefinite life intangible assets is determined by 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 level of inherent risk. The income approach requires the Company to make a series of assumptions, such as discount rates, revenue projections, profit margin projections and terminal values multiples. The Company estimates the discount rates on a blended rate of return considering both debt and equity for comparable publicly-traded companies. These comparable publicly-traded companies have similar size, operating characteristics and/or financial profiles to the Company. The Company also estimated the terminal value multiple based on comparable publicly-traded companies. The Company 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 the Company makes 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.

As a result of this impairment analysis, taking into consideration the foregoing factors, for the year ended December 31, 2024, the Company recorded impairment charges of FCC licenses within the media reportable segment in the amount of $17.9 million;

As further discussed in in the Company's 2024 10-K, following the communication from Meta on March 4, 2024, that it intended to wind down its ASP program globally and end its relationship with all of its ASPs, including the Company, by July 1, 2024, the Company updated its internal forecasts of future performance and determined that a triggering event had occurred during the first quarter of 2024 that required interim impairment tests within its then digital reporting unit. As a result, the Company recorded a goodwill impairment charge of $35.4 million and intangibles subject to amortization impairment charge of $14.0 million during the first quarter of 2024, with respect to the Company's then digital segment, which amounts were included in the results of discontinued operations. See Note 7 for additional details.

In March 2025, the Company entered into an LOI to sell the assets of its two Mexico television stations. The assets constituting station XHAS, located in Tijuana, Mexico, have an agreed upon purchase price of $2.9 million. The assets constituting station XHDTV, located in Tecate, Mexico, have an agreed upon purchase price of $1.8 million. The carrying value of the two stations exceeded the agreed upon price, and the Company recorded an impairment charge of $23.7 million in the first quarter of 2025 related to the broadcast licenses with a carrying value of $28.0 million and fixed assets of the two stations with a carrying value of $0.4 million.

Loss on Lease Abandonment

At the time of a lease termination, the operating lease right-of-use asset is derecognized, while the corresponding lease liability is evaluated and derecognized by the Company based any remaining contractual obligations as of the lease termination date.

The Company's corporate headquarters and main operational offices for its audio operations were previously located in Santa Monica, California. The Company occupied approximately 38,000 square feet of space in the building housing its previous corporate headquarters under a lease, as amended, that was scheduled to expire on January 31, 2034. The Company's management decided to vacate and abandon the facility in February 2025 and cease making further lease payments. As a result, in the first quarter of 2025 the Company recorded loss on lease abandonment charges of $16.1 million related to the acceleration of amortization of the right of use asset associated with this lease, and $9.1 million related to the acceleration of depreciation of the leasehold improvements associated with this lease. As of June 30, 2025, the Company's condensed consolidated balance sheet included $1.6 million of operating lease liabilities and $21.1 million of long-term operating lease liabilities related to this lease.

Credit Facility

On March 17, 2023 (the “2023 Closing Date”), the Company entered into the Credit Facility, pursuant to the Original 2023 Credit Agreement, by and among the Company, 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 Original 2023 Credit Agreement amended, restated and replaced in its entirety the Company's previous credit agreement. The Original 2023 Credit Agreement was amended on July 15, 2025, effective as of June 30, 2025 with respect to certain financial covenants and certain other provisions of the Credit Facility. See Note 8.

On the 2023 Closing Date, the Company repaid in full all of the outstanding obligations under its previous credit agreement and accounted for this repayment as an extinguishment of debt in accordance with Accounting Standards Codification ("ASC") 470, "Debt".

As provided for in the Original 2023 Credit Agreement, the Credit Facility consisted of (i) a $200.0 million senior secured Term A Facility (the "Term A Facility"), which was drawn in full on the 2023 Closing Date, and (ii) a $75.0 million Revolving Credit Facility (the “Revolving Credit Facility”), of which $11.5 million was drawn on the 2023 Closing Date. In addition, the Original 2023 Credit Agreement provided that the Company may increase the aggregate principal amount thereof by an additional amount equal to $100.0 million plus the amount that would result in the Company’s first lien net leverage ratio (as such term is used in the Original 2023 Credit Agreement) not exceeding 2.25 to 1.0, subject to the Company satisfying certain conditions.

Borrowings under the Credit Facility were used on the 2023 Closing Date (a) to repay in full all of the outstanding obligations of the Company and its subsidiaries under its previous credit facility, (b) to pay fees and expenses in connection the Credit Facility and (c) for general corporate purposes. The Credit Facility matures on March 17, 2028 (the “Maturity Date”).

The Credit Facility is guaranteed on a senior secured basis by certain of the Company’s existing and future wholly-owned domestic subsidiaries, and secured on a first priority basis by the Company’s and those subsidiaries’ assets.

The Company’s borrowings under the Credit Facility 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 Amended Credit Agreement) plus a margin between 2.50% and 3.00%, depending on the Total Net Leverage Ratio or (ii) the Base Rate (as defined in the Amended 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.

As of June 30, 2025, the interest rate on the Company's Term A Facility and the drawn portion of the Revolving Credit Facility was 7.40%.

The amounts outstanding under the Credit Facility may be prepaid at the option of the Company without premium or penalty, provided that certain limitations are observed, and subject to customary breakage fees in connection with the prepayment of a Term SOFR loan. The principal amount of the Term A Facility shall be paid in installments on the dates and in the respective amounts set forth in the Amended 2023 Credit Agreement, with the final balance due on the Maturity Date.

In March 2024, the Company 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, and $1.25 million was applied to the Revolving Credit Facility.

In June 2024, the Company 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.

In June 2025, the Company made an additional prepayment of $10.0 million, which was applied to the principal due at maturity under the Term A Facility.

Due to these prepayments of the Credit Facility, for the three- and six-month periods ended June 30, 2025, the Company recorded a de minimis amount of a loss on debt extinguishment. For the three- and six-month periods ended June 30, 2024, the Company recorded a loss on debt extinguishment of $0.1 million.

The Company incurred debt issuance costs of $1.8 million associated with the Credit Facility. Debt outstanding under the Credit Facility is presented net of issuance costs on the Company's Consolidated Balance Sheets. The debt issuance costs are amortized on an effective interest basis over the term of the Credit Facility, and are included in interest expense in the Company's Consolidated Statements of Operations.

The covenants of the Amended 2023 Credit Agreement include customary negative covenants that, among other things, restrict the Company’s ability to incur additional indebtedness, grant liens and make certain acquisitions, investments, asset dispositions and restricted payments. In addition, the Amended 2023 Credit Agreement requires compliance with financial covenants related to total net leverage ratio, not to exceed 4.00 to 1.00, and interest coverage ratio with a minimum permitted ratio of 2.00 to 1.00 (calculated as set forth in the Amended 2023 Credit Agreement). As of June 30, 2025, the Company believes that it is in compliance with all covenants in the Amended 2023 Credit Agreement.

The Amended 2023 Credit Agreement includes customary events of default, as well as the following events of default, that are specific to the Company:

•

any revocation, termination, substantial and adverse modification, or refusal by final order to renew, any media license, or the requirement (by final non-appealable order) to sell a television or radio station, where any such event or failure is reasonably expected to have a material adverse effect; or

•

the interruption of operations of any television or radio station for more than 96 consecutive hours during any period of seven consecutive days;

The Amended 2023 Credit Agreement includes customary rights and remedies upon the occurrence of any event of default thereunder, including rights to accelerate the loans, terminate the commitments thereunder and realize upon the collateral securing the obligations under the Amended 2023 Credit Agreement.

The security agreement that the Company entered into with respect to its previous credit facility remains in effect with respect to its Credit Facility.

The carrying amount of the Term Loan A Facility as of June 30, 2025 approximated its fair value and was $166.9 million, net of $0.6 million of unamortized debt issuance costs and original issue discount.

Concentrations of Credit Risk and Trade Receivables

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and trade accounts receivable. From time to time, the Company has had, and may have, bank deposits in excess of Federal Deposit Insurance Corporation insurance limits. As of June 30, 2025, the majority of all U.S. deposits are maintained in two financial institutions. The Company has not experienced any losses in such accounts and believes that it is not currently exposed to significant credit risk on cash and cash equivalents. In addition, to the Company's knowledge, all or substantially all of the bank deposits held in banks outside the United States are not insured.

The Company’s credit risk is spread across a large number of advertisers located primarily in the United States and Europe, thereby spreading the trade receivable credit risk. The Company routinely assesses the financial strength of its customers and, as a consequence, believes that it is managing its trade receivable credit risk effectively. Trade receivables are carried at original invoice amount less an estimate made for doubtful receivables, based on a review of all outstanding amounts on a monthly basis. An allowance for doubtful accounts is provided for known and anticipated credit losses, as determined by management in the course of regularly evaluating individual customer receivables. This evaluation takes into consideration a customer’s financial condition and credit history, as well as current economic conditions. Trade receivables are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when received. No interest is charged on customer accounts.

No single advertiser represents more than 5% of the Company's total trade receivables as of June 30, 2025 and December 31, 2024, respectively.

No advertiser represented more than 5% of the Company's total revenue for the three- and six-month periods ended June 30, 2025 and 2024. Management does not believe that this concentration of credit represents a significant risk to the Company.

Allowance for Doubtful Accounts

The accounts receivable consist of a homogeneous pool of relatively small dollar amounts from a large number of customers. The Company evaluates the collectability of its trade accounts receivable based on a number of factors. When the Company is aware of a specific customer’s inability to meet its financial obligations to us, a specific reserve for bad debts is estimated and recorded which reduces the recognized receivable to the estimated amount the Company believes will ultimately be collected.

In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on the Company's recent past loss history and an overall assessment of past due trade accounts receivable amounts outstanding.

Estimated losses for bad debts are provided for in the consolidated financial statements through a charge that aggregated $0.7 million and $0.4 million for the three-month periods ended June 30, 2025 and 2024, respectively, and $0.5 million and $0.6 million for the six-month periods ended June 30, 2025 and 2024. The net charge off of bad debts aggregated $0.4 million and $0.1 million for the three-month periods ended June 30, 2025 and 2024, respectively, and $0.5 million and $0.2 million for the six-month periods ended June 30, 2025 and 2024, respectively.

Fair Value Measurements

The Company measures certain financial assets and liabilities at fair value on a recurring basis. Fair value is the price the Company would receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date.

ASC 820, “Fair Value Measurements and Disclosures”, defines and establishes a framework for measuring fair value and expands disclosures about fair value measurements. In accordance with ASC 820, the Company has categorized its financial assets and liabilities, based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy as set forth below.

Level 1 – Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that the company has the ability to access at the measurement date.

Level 2 – Assets and liabilities whose values are based on quoted prices for similar attributes in active markets; quoted prices in markets where trading occurs infrequently; and inputs other than quoted prices that are observable, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3 – Assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.

If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring and nonrecurring basis in the condensed consolidated balance sheets (in millions):


	June 30, 2025
	Total Fair Value and Carrying Value on Balance Sheet		Fair Value Measurement Category
Recurring fair value measurements			Level 1		Level 2		Level 3			Total Gains (Losses)
Assets:
Money market account	$	0.1	$	0.1		—		—
Corporate bonds and notes	$	4.8		—	$	4.8		—

Nonrecurring fair value measurements:
Assets held for sale	$	4.7		—	$	4.7		—	$	(23.7	)


	December 31, 2024
	Total Fair Value and Carrying Value on Balance Sheet		Fair Value Measurement Category
Recurring fair value measurements			Level 1		Level 2		Level 3			Total Gains (Losses)
Assets:
Corporate bonds and notes	$	4.7		—	$	4.7		—

Nonrecurring fair value measurements:
FCC licenses	$	93.5		—		—	$	93.5	$	(17.9	)

The Company’s money market account is comprised of cash and cash equivalents, which are recorded at their fair market value within Cash and cash equivalents in the Condensed Consolidated Balance Sheets.

The Company’s available for sale debt securities are comprised of corporate bonds and notes, asset-backed securities, and U.S. Government securities. The majority of the carrying value of these securities held by the Company are investment grade. These securities are valued using quoted prices for similar attributes in active markets (Level 2). Since these investments are classified as available for sale, they are recorded at their fair market value within Marketable securities in the Consolidated Balance Sheets and their unrealized gains or losses are included in other comprehensive income. Realized gains and losses from the sale of available for sale securities are included in the Consolidated Statements of Operations and were determined on a specific identification basis.

As of June 30, 2025, the following table summarizes the amortized cost and the unrealized gains (losses) of the available for sale securities (in thousands):



	Corporate Bonds and Notes
	Amortized Cost		Unrealized gains (losses)
Due within a year	$	1,206	$	1
Due after one year		3,529		34
Total	$	4,735	$	35

The Company’s available for sale debt securities are considered for credit losses under the guidance of Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326). As of June 30, 2025 and December 31, 2024, the Company determined that a credit loss allowance is not required.

Included in interest income for each of the three-month periods ended June 30, 2025 and 2024 was interest income related to the Company’s available for sale securities of $0.1 million. Included in interest income for the six-month periods ended June 30, 2025 and 2024 was interest income related to the Company’s available for sale securities of $0.1 million and $0.2 million, respectively.

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) includes foreign currency translation adjustments and changes in the fair value of available for sale securities.

The following table provides a roll-forward of accumulated other comprehensive income (loss) (in thousands):


	Foreign Currency Translation			Marketable Securities			Total
Accumulated other comprehensive income (loss) as of December 31, 2024	$	(1,249	)	$	448		$	(801	)
Other comprehensive income (loss)		-			9			9
Income tax (expense) benefit		-			(2	)		(2	)
Amounts reclassified from AOCI		-			(1	)		(1	)
Other comprehensive income (loss), net of tax		-			6			6
Accumulated other comprehensive income (loss) as of March 31, 2025		(1,249	)		454			(795	)
Other comprehensive income (loss)		-			49			49
Income tax (expense) benefit		-			(12	)		(12	)
Amounts reclassified from AOCI		-			(4	)		(4	)
Other comprehensive income (loss), net of tax		-			33			33
Accumulated other comprehensive income (loss) as of June 30, 2025	$	(1,249	)	$	487		$	(762	)

Foreign Currency

The Company’s reporting currency is the U.S. dollar. All transactions initiated in foreign currencies, primarily the Euro, are translated into U.S. dollars in accordance with ASC 830, “Foreign Currency Matters” and the related rate fluctuation on transactions is included in the Condensed Consolidated Statements of Operations.

Cost of Revenue

Cost of revenue consists of the costs of online media acquired from third-parties.

Recent Accounting Pronouncements

There were no new accounting pronouncements that were issued or became effective since the issuance of the Company's 2024 10-K that had, or are expected to have, a material impact on the Company’s condensed consolidated financial statements.

Newly Adopted Accounting Standards

There were no new accounting standards that were adopted since the issuance of the Company's 2024 10-K.

3. REVENUES

Revenue Recognition

Revenues are recognized when control of the promised services is transferred to the Company’s customers, in an amount equal to the consideration the Company expects to be entitled to in exchange for those services.

Broadcast Advertising. Revenue related to the sale of advertising on the Company's 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, in both our media and advertising technology and services segments, 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. The Company has concluded that it is the principal in the transaction and therefore recognizes revenue on a gross basis, because (i) the Company is 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) the Company has pricing discretion over the transaction; and (iii) the Company carries inventory risk for all inventory purchased regardless of whether the Company is able to collect on a transaction.

Retransmission Consent. The Company generates revenue from retransmission consent agreements that are entered into with multichannel video programming distributors ("MVPDs"). The Company grants the MVPDs access to its 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. The Company generates revenue from agreements associated with its television stations’ spectrum usage rights. Revenue is recognized in accordance with the contractual fees over the term of the agreement or when the Company has relinquished all or a portion of its spectrum usage rights for a station or have relinquished its rights to operate a station on the existing channel free from interference.

The Company does not disclose the value of unsatisfied performance obligations when (i) contracts have an original expected length of one year or less, which applies to essentially all of the Company's advertising contracts, and (ii) variable consideration is a sales-based or usage-based royalty promised in exchange for a license of intellectual property, which applies to retransmission consent revenue.

The Company expenses contract acquisition costs, such as sales commissions generated either by internal direct sales employees or through third party advertising agency intermediaries, when incurred because the amortization period is one year or less. These costs are recorded within direct operating expenses.

The Company records deferred revenues within Accounts payable and accrued expenses in the Consolidated Balance Sheets, when cash payments are received or due in advance of its performance, including amounts which are refundable.

The change in the deferred revenue balance is primarily driven by cash payments received or due in advance of satisfying the Company’s performance obligations, offset by revenues recognized that were included in the deferred revenue balance in the prior period.

The Company’s payment terms vary by the type and location of customer and the products or services offered. The term between invoicing and when payment is due is typically 30 days. For certain individual customers and customer types, the Company generally requires payment before the services are delivered to the customer.

Disaggregated Revenue

The following table presents our revenues disaggregated by major source (in thousands):


	Three-Month Period				Six-Month Period
	Ended June 30,				Ended June 30,
	2025		2024		2025		2024
Digital advertising	$	63,255	$	41,068	$	120,048	$	79,290
Broadcast advertising		26,644		29,857		50,741		57,694
Spectrum usage rights		1,781		1,625		3,567		3,385
Retransmission consent		7,708		8,825		15,784		17,980
Other		1,347		1,279		2,446		2,481
Total revenue	$	100,735	$	82,654	$	192,586	$	160,830

Contracts are entered into directly with customers or through an advertising agency that represents the customer. Sales of advertising to customers or agencies within a station’s designated market area (“DMA”) are referred to as local revenue, whereas sales from outside the DMA are referred to as national revenue. The following table further disaggregates the Company’s broadcast advertising revenue by sales channel (in thousands):


	Three-Month Period				Six-Month Period
	Ended June 30,				Ended June 30,
	2025		2024		2025		2024
Local direct	$	4,879	$	5,109	$	9,689	$	10,144
Local agency		12,001		13,124		22,540		26,027
National agency		9,764		11,624		18,512		21,523
Total revenue	$	26,644	$	29,857	$	50,741	$	57,694

The following table further disaggregates the Company’s revenue by geographical region, based on the location of the sales office (in thousands):


	Three-Month Period				Six-Month Period
	Ended June 30,				Ended June 30,
	2025		2024		2025		2024
United States	$	64,634	$	60,715	$	123,169	$	117,964
Rest of the World (1)		36,101		21,939		69,417		42,866
Total revenue	$	100,735	$	82,654	$	192,586	$	160,830

(1)

Primarily Europe

Deferred Revenue


(in thousands)	December 31, 2024		Increase	Decrease	June 30, 2025
Deferred revenue	$	1,801	2,134	(1,801)	$	2,134

4. LEASES

The Company’s leases are considered operating leases and primarily consist of real estate such as office space, broadcasting towers, land and land easements. The operating leases are reflected within the consolidated balance sheet as Operating leases right of use asset with the related liability presented as Operating lease liabilities and Long-term operating lease liabilities. Lease expense is recognized on a straight-line basis over the lease term. Generally, lease terms include options to renew or extend the lease. Unless the renewal option is considered reasonably certain, the exercise of any such options has been excluded from the calculation of lease liabilities.

The following table summarizes the expected future payments related to lease liabilities as of June 30, 2025:


(in thousands)
Remainder of 2025	$	5,290
2026		9,436
2027		7,422
2028		6,528
2029		6,072
Thereafter		24,358
Total minimum payments	$	59,106
Less amounts representing interest		(11,748	)
Present value of minimum lease payments		47,358
Less current operating lease liabilities		(7,648	)
Long-term operating lease liabilities	$	39,710

The Company’s existing leases have remaining terms of less than one year up to 25 years. The weighted average remaining lease term and the weighted average discount rate used to calculate the Company’s lease liabilities as of June 30, 2025 were 8.5 years and 6.3%, respectively. The weighted average remaining lease term and the weighted average discount rate used to calculate the Company’s lease liabilities as of December 31, 2024 were 8.4 years and 6.3%, respectively.

The Company’s corporate headquarters and main operational offices for its audio operations are currently located in Burbank, California. The Company's corporate headquarters and main operational offices for its audio operations were previously located in Santa Monica, California. The Company occupied approximately 38,000 square feet of space in the building housing its previous corporate headquarters under a lease, as amended, that was scheduled to expire on January 31, 2034. The Company's management decided to vacate the facility in February 2025 and cease making further lease payments. As a result, during the first quarter of 2025 the Company recorded a loss on lease abandonment charges of $16.1 million related to the right of use asset associated with this lease, and $9.1 related to leasehold improvements associated with this lease. As of June 30, 2025, the Company's condensed consolidated balance sheet included $1.6 million of operating lease liabilities and $21.4 million of long-term operating lease liabilities related to this lease.

The following table summarizes lease payments and supplemental non-cash disclosures:


	Six-Month Period Ended June 30,
(in thousands)	2025		2024
Cash paid for amounts included in lease liabilities:

Operating cash flows from operating leases	$	4,490	$	5,647
Non-cash additions to operating lease assets	$	513	$	3,625

The following table summarizes the components of lease expense:


	Three-Month Period				Six-Month Period
	Ended June 30,				Ended June 30,
(in thousands)	2025		2024		2025		2024
Operating lease cost	$	1,977	$	2,325	$	4,316	$	4,708
Variable lease cost		115		404		216		683
Short-term lease cost		467		251		869		484
Total lease cost	$	2,559	$	2,980	$	5,401	$	5,875

For the three-month period ended June 30, 2025, lease cost of $1.4 million, $1.1 million and $0.1 million, were recorded to direct operating expenses, selling, general and administrative expenses and corporate expenses, respectively. For the six-month period ended June 30, 2025, lease cost of $2.9 million, $2.3 million and $0.2 million, were recorded to direct operating expenses, selling, general and administrative expenses and corporate expenses, respectively.

For the three-month period ended June 30, 2024, lease cost of $1.4 million, $1.3 million and $0.3 million, were recorded to direct operating expenses, selling, general and administrative expenses and corporate expenses, respectively. For the six-month period ended June 30, 2024, lease cost of $2.8 million, $2.6 million and $0.5 million, were recorded to direct operating expenses, selling, general and administrative expenses and corporate expenses, respectively.

As discussed above, in February 2025 the Company's management decided to vacate its previous corporate headquarters in Santa Monica, California and cease making further payments under the lease, as amended, which lease was scheduled to expire June 30, 2034. On April 18, 2025, the landlord notified the Company that the landlord was terminating the lease pursuant to its terms. The Company and the landlord have begun discussions regarding this matter.

The Company is currently unable to estimate the actual costs and other expenses or charges that may be incurred by the Company as a result of the termination. See Note 8.

5. SEGMENT INFORMATION

In the Company's former EGP business, it acted as an intermediary between primarily global media companies and advertisers, which consisted of either the enterprise or its ad agency running the advertisement. The Company's customers were both these primarily global media companies and advertisers. On March 4, 2024, the Company 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 the Company, by July 1, 2024. As a result of this communication from Meta, the Company's CEO, who is also the Chief Operating Decision Maker (the “CODM”), led a thorough review of the Company's operations, cost structure, digital strategy and organization of its business. This review led to the decision to sell the enterprises comprising the Company's EGP business -- the largest business unit of what was then the Company’s digital segment. Following this decision, during the second quarter of 2024, the Company entered into a definitive agreement to sell substantially all of its EGP business to IMS. The transaction was completed on June 28, 2024. The remaining parts of the Company's 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 the Company reported in three segments – digital, television and audio, based on the type of medium in which it sold advertising. The sale of the EGP business has allowed the Company to focus its operations on the products and services it sells instead of the type of advertising medium in which it sells them, which had been the Company's historic operational approach. As a result of the sale of the Company's EGP business, effective July 1, 2024, the Company has realigned its operating segments into two segments – media and advertising technology & services – consistent with the Company's current operational and management structure, as well as the basis that is now used for internal management reporting and how the Company's CEO evaluates the business. The Company's reportable segments are the same as its operating segments. Prior periods have been recast to conform to this presentation.

The Company's media segment consists of sales of advertising through various media, including television, radio and digital. The Company owns and/or operates 49 primary television stations and 44 radio stations (37 FM and 7 AM), reaching and engaging Latinos in the United States. The Company's 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. The Company owns and operate one of the largest groups of primarily Spanish-language radio stations in the United States. The Company provides digital marketing operations in all of the U.S. markets where it has broadcast operations.

The Company's advertising technology & services segment consists of programmatic ad services through Smadex, its demand-side programmatic ad platform, and Adwake, its mobile growth solutions business.

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. The Company generated 36% and 27% of its revenue from continuing operations outside the United States during the three-month periods ended June 30, 2025 and 2024, respectively. The Company generated 36% and 27% of its revenue from continuing operations outside the United States during the six-month periods ended June 30, 2025 and 2024, respectively (see Note 5).

The accounting policies applied to determine the segment information are generally the same as those described in the summary of significant accounting policies (see Note 2). The Company evaluates the performance of its operating segments based on separate financial data for each operating segment as provided below (in thousands):


	Three-Month Period									Six-Month Period
	Ended June 30,						%			Ended June 30,						%
	2025			2024			Change			2025			2024			Change
Net revenue
Media	$	45,413		$	49,233			(8	)%	$	86,390		$	94,999			(9	)%
Advertising Technology & Services		55,322			33,421			66	%		106,196			65,831			61	%
Consolidated		100,735			82,654			22	%		192,586			160,830			20	%

Cost of revenue
Media		4,651			4,129			13	%		7,917			7,007			13	%
Advertising Technology & Services		33,359			20,295			64	%		63,565			40,075			59	%
Consolidated		38,010			24,424			56	%		71,482			47,082			52	%

Direct operating expenses
Media		26,795			26,140			3	%		53,345			52,763			1	%
Advertising Technology & Services		10,917			5,616			94	%		19,869			10,794			84	%
Consolidated		37,712			31,756			19	%		73,214			63,557			15	%

Selling, general and administrative expenses
Media		11,006			9,764			13	%		21,811			19,741			10	%
Advertising Technology & Services		5,447			4,599			18	%		10,148			8,956			13	%
Consolidated		16,453			14,363			15	%		31,959			28,697			11	%

Depreciation and amortization
Media		2,607			3,304			(21	)%		5,577			6,591			(15	)%
Advertising Technology & Services		420			1,124			(63	)%		927			2,576			(64	)%
Consolidated		3,027			4,428			(32	)%		6,504			9,167			(29	)%

Segment operating profit (loss)
Media		354			5,896			(94	)%		(2,260	)		8,897		*
Advertising Technology & Services		5,179			1,787			190	%		11,687			3,430			241	%
Consolidated		5,533			7,683			(28	)%		9,427			12,327			(24	)%

Corporate expenses		6,375			10,811			(41	)%		14,163			23,059			(39	)%
Change in fair value of contingent consideration		-			240			(100	)%		-			20			(100	)%
Impairment charge		-			-		*				23,673			-		*
Loss on lease abandonment		-			-		*				25,191			-		*
Foreign currency (gain) loss		6			(24	)	*				18			241			(93	)%
Operating income (loss)		(848	)		(3,344	)		(75	)%		(53,618	)		(10,993	)		388	%

Interest expense	$	(4,037	)	$	(4,118	)		(2	)%	$	(7,700	)	$	(8,561	)		(10	)%
Interest income		619			577			7	%		1,224			1,155			6	%
Dividend income		1			-		*				1			10			(90	)%
Realized gain (loss) on marketable securities		3			4			(25	)%		4			(109	)	*
Gain (loss) on debt extinguishment		(38	)		(51	)		(25	)%		(38	)		(91	)		(58	)%
Income (loss) before income taxes		(4,300	)		(6,932	)		(38	)%		(60,127	)		(18,589	)		223	%

Capital expenditures
Media	$	1,970		$	1,532					$	4,330		$	3,526
Advertising Technology & Services		301			191						325			267
Consolidated	$	2,271		$	1,723					$	4,655		$	3,793

* Percentage not meaningful.

Asset information by segment is not reported because the Company does not use this measure to assess performance or make decisions to allocate resources.

6. COMMITMENTS AND CONTINGENCIES

The Company is subject to various outstanding claims and other legal proceedings that may arise from time to time 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 any such matters will not materially adversely affect the financial position, results of operations or cash flows of the Company. See Note 8.

7. DISCONTINUED OPERATIONS

As discussed in Note 2, as a result of the communication from Meta on March 4, 2024, that it intended to wind down its ASP program globally and end its relationship with all of its ASPs, including the Company, by July 1, 2024, the Company conducted a thorough review of its digital strategy, operations and cost structure, and during the second quarter of 2024 made the decision to dispose of the operations of its EGP business, the Company's digital commercial partnerships business, which took place in the following three transactions:

Sale to IMS

On June 13, 2024, the Company entered into an agreement to sell 100% of its equity interest in certain entities that constituted substantially all of the Company’s EGP business to IMS. EGP was the Company's digital commercial partnerships business in its then digital segment. IMS is an affiliate of Aleph Group, a global digital advertising company.

The transaction closed on June 28, 2024. Cash proceeds from the transaction received by the Company at the closing were $16.4 million. Immediately after the closing, an amount equal to $6.5 million of the proceeds was paid by the Company to the founders of MediaDonuts Ptd. Ltd. (“MediaDonuts”), one of the entities that were the subject of this transaction, to satisfy a remaining contingent consideration liability owed to them pursuant to an earn-out agreement that had been entered into at the time the Company acquired MediaDonuts.

The Company recorded a loss of $40.7 million as a result of this transaction, which was included in Net income (loss) from discontinued operations, net of tax in Consolidated Statements of Operations in the Company’s 2024 10-K.

Sale of Adsmurai

On August 5, 2022, the Company made a loan (the "Adsmurai Loan") in the principal amount of €12,535,000 ($12.8 million as of that date) to an entity affiliated with owners of a majority interest in Adsmurai, S.L. (“Adsmurai”), a company engaged in the sale and marketing of digital advertising.

On April 3, 2023, the Company entered into an agreement among the Company and the selling stockholders of Adsmurai, pursuant to which the Company acquired a 51% equity interest in Adsmurai (the “Adsmurai Acquisition”) on the same date. The Company acquired 51% of the issued and outstanding shares of stock of Adsmurai by means of conversion of the Adsmurai Loan, for total purchase consideration of €13.0 million ($14.2 million as of April 3, 2023), including interest.

In connection with the Adsmurai Acquisition, on April 3, 2023 the Company made a loan to entities affiliated with owners of the remaining 49% interest in Adsmurai in the principal amount of €7,355,000 ($8.1 million as of April 3, 2023) and a second loan on July 11, 2023 in the principal amount of €4,993,344 ($5.6 million as of July 11, 2023) based on Adsmurai’s EBITDA for calendar year 2022 (the “New Adsmurai Loans”).

On May 6, 2024 (the "Effective Date"), the Company entered into a Share Purchase Agreement (the “Adsmurai Purchase Agreement”), among Adsmurai, the Company and the other stockholders of Adsmurai (the “Adsmurai Buyers”). Pursuant to the Adsmurai Purchase Agreement, on such date (i) the Company sold its 51% equity interest in Adsmurai to the Adsmurai Buyers, (ii) the Company terminated the New Adsmurai Loans it made previously to the Adsmurai Buyers in the principal amount of €12.3 million and (iii) the parties terminated other previous agreements made between them, including an options agreement which contained put redemption features for buyers and call redemption features for the Company. As consideration, the Company received €15.0 million (approximately $16.2 million as of the Effective Date) ("Total Consideration"). The Adsmurai Purchase Agreement also contains representations, warranties, covenants, indemnities and releases of the parties thereto.

The Total Consideration is payable to the Company as follows:

•

€10.0 million paid on the Effective Date; and

•

€5.0 million to be paid within six months of the Effective Date.

The Company recorded a loss of $2.6 million as a result of this transaction, which was included in Net income (loss) from discontinued operations, net of tax in Consolidated Statements of Operations in the Company’s 2024 10-K.

Sale of Jack of Digital

On August 3, 2022, the Company acquired 15% of the issued and outstanding stock of Jack of Digital, a digital marketing services company that serves as the exclusive advertising sales partner of ByteDance Ltd. in Pakistan, for $0.1 million.

On April 3, 2023, the Company acquired the remaining issued and outstanding stock of Jack of Digital for $1.1 million. Of that amount, the Company paid an initial installment payment of $0.5 million in 2023, an additional installment payment of $0.3 million during the three-month period ended March 31, 2024, and the balance was to be paid in January 2025. Additionally, the transaction included a contingent earn-out payment based upon the achievement of an EBITDA target in calendar year 2026. The total purchase price for the acquisition, including the fair value of the contingent consideration, was $1.4 million.

On June 28, 2024, the Company sold 100% of the issued and outstanding shares of stock of Jack of Digital back to its founder for cash consideration of $0.1 million and the cancellation of future contingent earn-out payments.

The Company recorded a loss of $1.7 million as a result of this transaction, which was included in Net income (loss) from discontinued operations, net of tax in Consolidated Statements of Operations in the Company’s 2024 10-K.

The Company concluded that the assets of the EGP business met the criteria for classification as held for sale. Additionally, the Company determined that the disposal, which was initiated and completed during the second quarter of 2024, represented a strategic shift that had a major effect on the Company's operations and financial results. As such, the results of the Company's former EGP business are presented as discontinued operations in the Consolidated Statements of Operations for all periods presented. Prior periods have been adjusted to conform to the current presentation. There were no remaining assets and liabilities of discontinued operations in the Consolidated Balance Sheets as of December 31, 2024 and June 30, 2025.

The following table summarizes the results of discontinued operations, net of tax (in thousands):


	Three-Month Period						Six-Month Period
	Ended June 30,						Ended June 30,
	2025			2024			2025			2024
Net Revenue	$	-		$	179,599		$	-		$	378,868
Expenses:
Cost of revenue		-			160,932			-			341,503
Direct operating expenses		-			2,883			-			6,654
Selling, general and administrative expenses		(163	)		10,748			28			23,109
Depreciation and amortization		-			1,564			-			3,958
Change in fair value of contingent consideration		-			(11,368	)		-			(12,568	)
Impairment charge		-			-			-			49,438
Foreign currency (gain) loss		-			2,304			-			2,488
Other operating (gain) loss		-			45,014			-			45,014
Operating income (loss)		163			(32,478	)		(28	)		(80,728	)
Interest expense		-			(103	)		-			(219	)
Interest income		-			179			-			731
Income (loss) from discontinued operations before income taxes		163			(32,402	)		(28	)		(80,216	)
Income tax benefit (expense)		-			(3,010	)		-			645
Net income (loss) from discontinued operations before noncontrolling interests in discontinued operations		163			(35,412	)		(28	)		(79,571	)
Net (income) loss attributable to redeemable noncontrolling interest		-			-			-			2,779
Net income (loss) from discontinued operations, net of tax	$	163		$	(35,412	)	$	(28	)	$	(76,792	)

Allocated general corporate overhead costs do not meet the criteria to be presented within net loss from discontinued operations, net of tax, and were excluded from all figures presented in the table above.

The Company and IMS entered into a transition services agreement pursuant to which the Company and IMS provided certain services to each other through December 2024. The Company did not collect or pay any cash related to these activities.

For the three- and six-months periods ended June 30, 2024, there was a tax expense and tax benefit, respectively, in discontinued operations as a result of the (i) tax effect of a pre-tax loss, (ii) benefit related to disposal, and (iii) permanent items and state taxes related to the Disposition.

As a result of the EGP disposition during the second quarter of 2024, the Company was required to repay $4.9 million of the outstanding principal under the 2023 Credit Facility, which represented approximately 2.5% of the total outstanding principal under the 2023 Credit Facility. The prepayment, which was made in June 2024, resulted in a de minimis amount of loss on debt extinguishment that was attributed to the discontinued operation. All historical interest expense associated with this prepayment was allocated to the discontinued operation.

The goodwill was allocated between the discontinued operations and the continuing operations based on the relative fair value of the components representing a business. Goodwill is not allocated to a portion of a reporting unit that does not meet the definition of a business.

The following table presents significant non-cash items and capital expenditures of discontinued operations for the periods presented:


	Six-Month Period
	Ended June 30,
	2025		2024
Depreciation and amortization	$	-	$	3,958
Impairment charge	$	-	$	49,438
Loss (gain) on the sale of assets/businesses	$	-	$	45,014
Change in fair value of contingent consideration	$	-	$	(12,568	)
Non-cash stock-based compensation	$	-	$	(544	)
Purchases of property and equipment	$	-	$	81

8. SUBSEQUENT EVENTS

2023 Amended Credit Agreement

On July 15, 2025, the Company and its lenders entered into Amendment No. 1 (the “Amendment”) to the Original 2023 Credit Agreement.

The Amendment amends the Original 2023 Credit Agreement to, among other things:

1. increase the quarterly amortization to $5,000,000, from $2,500,000 in the Original Credit Agreement;

2. reduce the aggregate revolving commitments to $30,000,000, from $75,000,000 in the Original Credit Agreement;

3. increase the maximum permitted Total Net Leverage Ratio (as defined in the Amended 2023 Credit Agreement) to 4.0 to 1.0, from 3.25 to 1.0 in the Original Credit Agreement;

4. calculate leverage ratios based on an annualized average consolidated EBITDA for the eight most recently completed fiscal quarters and increase cash netting to $60,000,000 from $50,000,000 in the Original Credit Agreement; and

5. reduce the minimum permitted Interest Coverage Ratio (as defined in the Amended 2023 Credit Agreement) to 2.0 to 1.0, from 3.0 to 1.0 in the Original Credit Agreement.

Pursuant to the Amendment, the Company agreed to pay the lenders consenting to the Amendment a fee equal to 0.05% of the amount of outstanding loans and commitments held by such lenders under the Original 2023 Credit Agreement.

Lease

On July 22, 2025, the former lessor of the Company’s now-terminated lease of its headquarters and audio operations in Santa Monica, California, commenced litigation against the Company in Los Angeles County Superior Court. The landlord alleges the Company breached its lease and seeks at least $31,450,000 in damages. The Company intends to respond in accordance with court requirements, including timing deadlines.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We own and operate 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. We also own and operate a smaller group of television stations that broadcast English language programming and have 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 our operations, which consisted primarily of several acquisitions that had been completed prior to 2024, and which operations comprised the majority of our former digital segment.

Our net revenue for the three-months period ended June 30, 2025 was $100.7 million. Of this amount, revenue generated by our media segment accounted for approximately 45%, and revenue generated by our advertising technology & services segment accounted for approximately 55% of total revenue.

Highlights

During the second quarter of 2025, our revenue grew by double digits, driven primarily by revenue growth of 66% in our advertising technology & services segment, partially offset by a decrease in revenue in our media segment compared to the comparable period of 2024. In addition, during the second quarter of 2025 we:

•

continued to reduce certain expenses, consisting primarily of a reduction in the base salary and cash bonus components of our three most senior executives' compensation; and

•

continued to reduce our debt by making a voluntary prepayment of $10 million under our Credit Facility.

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 2 to Notes to Condensed Consolidated Financial Statements.

Critical Accounting Policies

For a description of our critical accounting policies, please refer to “Application of Critical Accounting Policies and Accounting Estimates” in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2024 10-K.

Recent Accounting Pronouncements

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

Three- and Six-Month Periods Ended June 30, 2025 and 2024

The following table sets forth selected data from our operating results for the three- and six-month periods ended June 30, 2025 and 2024 (in thousands):


	Three-Month Period									Six-Month Period
	Ended June 30,						%			Ended June 30,						%
	2025			2024			Change			2025			2024			Change
Statements of Operations Data:
Net Revenue	$	100,735		$	82,654			22	%	$	192,586		$	160,830			20	%

Cost of revenue		38,010			24,424			56	%		71,482			47,082			52	%
Direct operating expenses		37,712			31,756			19	%		73,214			63,557			15	%
Selling, general and administrative expenses		16,453			14,363			15	%		31,959			28,697			11	%
Corporate expenses		6,375			10,811			(41	)%		14,163			23,059			(39	)%
Depreciation and amortization		3,027			4,428			(32	)%		6,504			9,167			(29	)%
Change in fair value of contingent consideration		-			240			(100	)%		-			20			(100	)%
Impairment charge		-			-		*				23,673			-		*
Loss on lease abandonment		-			-		*				25,191			-		*
Foreign currency (gain) loss		6			(24	)	*				18			241			(93	)%
Total expenses		101,583			85,998			18	%		246,204			171,823			43	%
Operating income (loss)		(848	)		(3,344	)		(75	)%		(53,618	)		(10,993	)		388	%
Interest expense		(4,037	)		(4,118	)		(2	)%		(7,700	)		(8,561	)		(10	)%
Interest income		619			577			7	%		1,224			1,155			6	%
Dividend income		1			-		*				1			10			(90	)%
Realized gain (loss) on marketable securities		3			4			(25	)%		4			(109	)	*
Loss on debt extinguishment		(38	)		(51	)		(25	)%		(38	)		(91	)		(58	)%
Income before income (loss) taxes		(4,300	)		(6,932	)		(38	)%		(60,127	)		(18,589	)		223	%
Income tax benefit (expense)		800			10,664			(92	)%		8,852			14,811			(40	)%
Net income (loss) from continuing operations		(3,500	)		3,732		*				(51,275	)		(3,778	)		1257	%
Net income (loss) from discontinued operations, net of tax		163			(35,412	)	*				(28	)		(76,792	)		(100	)%
Net income (loss) attributable to common stockholders	$	(3,337	)	$	(31,680	)		(89	)%	$	(51,303	)	$	(80,570	)		(36	)%

Other Data:
Capital expenditures	$	2,271		$	1,723						4,655			3,793
Net cash provided by (used in) operating activities											(7,416	)		51,071
Net cash provided by (used in) investing activities											(4,822	)		(26,937	)
Net cash provided by (used in) financing activities											(19,163	)		(44,726	)

Consolidated Operations

Net Revenue. Net revenue increased to $100.7 million for the three-month period ended June 30, 2025 from $82.7 million for the three-month period ended June 30, 2024. This increase was primarily due to an increase of $21.9 million in net revenue from our advertising technology & services segment, partially offset by a decrease of $3.8 million in net revenue from our media segment.

Net revenue increased to $192.6 million for the six-month period ended June 30, 2025 from $160.8 million for the six-month period ended June 30, 2024. This increase was primarily due to an increase of $40.4 million in net revenue from our advertising technology & services segment, partially offset by a decrease of $8.6 million in net revenue from our media segment.

Cost of revenue. Cost of revenue increased to $38.0 million for the three-month period ended June 30, 2025 from $24.4 million for the three-month period ended June 30, 2024. This increase was primarily due to an increase of $0.5 million in cost of revenue from our media segment, and an increase of $13.1 million in cost of revenue from our advertising technology & services segment.

Cost of revenue increased to $71.5 million for the six-month period ended June 30, 2025 from $47.1 million for the six-month period ended June 30, 2024. This increase was primarily due to an increase of $0.9 million in cost of revenue from our media segment, and an increase of $23.5 million in cost of revenue from our advertising technology & services segment.

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.

Direct Operating Expenses. Direct operating expenses increased to $37.7 million for the three-month period ended June 30, 2025 from $31.8 million for the three-month period ended June 30, 2024. This increase was primarily due to an increase of $0.7 million in direct operating expenses in our media segment, and an increase of $5.3 million in direct operating expenses in our advertising technology & services segment.

Direct operating expenses increased to $73.2 million for the six-month period ended June 30, 2025 from $63.6 million for the six-month period ended June 30, 2024. This increase was primarily due to an increase of $0.6 million in direct operating expenses in our media segment, and an increase of $9.1 million in direct operating expenses in our advertising technology & services segment.

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased to $16.5 million for the three-month period ended June 30, 2025, from $14.4 million for the three-month period ended June 30, 2024. This increase was primarily due to an increase of $1.2 million in selling, general and administrative expenses in our media segment, and an increase of $0.8 million in selling, general and administrative expenses in our advertising technology & services segment.

Selling, general and administrative expenses increased to $32.0 million for the six-month period ended June 30, 2025, from $28.7 million for the six-month period ended June 30, 2024. This increase was primarily due to an increase of $2.1 million in selling, general and administrative expenses in our media segment, and an increase of $1.2 million in selling, general and administrative expenses in our advertising technology & services segment.

Corporate Expenses. Corporate expenses decreased to $6.4 million for the three-month period ended June 30, 2025 from $10.8 million for the three-month period ended June 30, 2024. This decrease was primarily due to a decrease of $1.3 million in salaries, including a reduction in the base salary and cash bonus components of our three most senior executives' compensation, a decrease of $1.1 million in severance expenses that did not recur in the three-month period ended June 30, 2025, a decrease of $1.1 million in non-cash stock-based compensation, a decrease of $0.3 million in rent expense, and a decrease of $0.7 million in corporate expenses due to the realignment of our operations as noted above.

Corporate expenses decreased to $14.2 million for the six-month period ended June 30, 2025 from $23.1 million for the six-month period ended June 30, 2024. This decrease was primarily due to a decrease of $2.6 million in salaries, including a reduction in the base salary and cash bonus components of our three most senior executives' compensation, a decrease of $3.2 million in non-cash stock-based compensation, a decrease of $0.6 million in audit fees, a decrease of $0.3 million in rent expense, a decrease of $1.5 million in corporate expenses due to the realignment of our operations as noted above, and other items which were individually immaterial.

Depreciation and amortization. Depreciation and amortization decreased to $3.0 million for the three-month period ended June 30, 2025 compared to $4.4 million for the three-month period ended June 30, 2024, primarily due to fully depreciated assets and fully amortized intangible assets.

Depreciation and amortization decreased to $6.5 million for the six-month period ended June 30, 2025 compared to $9.2 million for the six-month period ended June 30, 2024, primarily due to fully depreciated assets and fully amortized intangible assets.

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 $0.2 million and a de minimis amount for the three- and six-month periods ended June 30, 2024, respectively.

Impairment. During the first quarter of 2025, we incurred an impairment charge of $23.7 million related to broadcast licenses and fixed assets of the two television stations in Mexico that are held for sale. See Note 2 to Notes to Condensed Consolidated Financial Statements.

Loss on lease abandonment. During the first quarter of 2025, we incurred a loss on lease abandonment of $25.2 million related to our previous Santa Monica lease. See Note 2 to Notes to Condensed Consolidated Financial Statements.

Foreign currency (gain) loss. We had a de minimis foreign currency loss for the three-month period ended June 30, 2025 compared to a de minimis foreign currency gain for the three-month period ended June 30, 2024. Foreign currency gains and losses are primarily due to currency fluctuations that affect our operations located outside the United States.

We had a de minimis foreign currency loss for the six-month period ended June 30, 2025 compared to a foreign currency loss of $0.2 million for the six-month period ended June 30, 2024. Foreign currency gains and losses are primarily due to currency fluctuations that affect our operations located outside the United States.

Interest Expense, net. Interest expense, net decreased to $3.4 million for the three-month period ended June 30, 2025 from $3.5 million for three-month period ended June 30, 2024. This decrease was primarily due to lower interest rate on our debt and a lower principal balance due to prepayments on our Credit Facility totaling $20.0 million, which were made in the first half of 2024, and a prepayment of $10.0 million which was made in the second quarter of 2025.

Interest expense, net decreased to $6.5 million for the six-month period ended June 30, 2025 from $7.4 million for six-month period ended June 30, 2024. This decrease was primarily due to lower interest rate on our debt and a lower principal balance due to prepayments totaling $20 million, which were made in the first half of 2024, and a prepayment of $10 million which was made in the second quarter of 2025.

Realized gain (loss) on marketable securities. For each of the three-month periods ended June 30, 2025 and 2024 we recorded a de minimis amount of realized gain, related to our available for sale securities.

For the six-month period ended June 30, 2025 we recorded a de minimis amount of realized gain, related to our available for sale securities. For the six-month period ended June 30, 2024 we recorded $0.1 million of realized loss, related to our available for sale securities.

Gain (loss) on debt extinguishment. We recorded a de minimis amount of a loss on debt extinguishment for the three-and six-month periods ended June 30, 2025 due to a prepayment of $10.0 million of our Credit Facility.

We recorded a loss on debt extinguishment of $0.1 million for the three- and six-month periods ended June 30, 2024 due to prepayments of $10.0 million and $20.0 million, respectively, of our Credit Facility.

Income Tax Expense or Benefit. Income tax benefit for the three-month period ended June 30, 2025 was $0.8 million. The effective tax rate for the three-month period ended June 30, 2025 was different from our statutory rate due to foreign and state taxes, changes in valuation allowances on deferred tax assets, non-deductible executive compensation, share-based compensation from foreign employees, and transaction costs. Income tax benefit for the three-month period ended June 30, 2024 was $10.7 million. The effective tax rate for the three-month period ended June 30, 2024 was different from our statutory rate due to foreign and state taxes, change in valuation allowances on deferred tax assets, non-deductible executive compensation, changes in the fair value of the contingent consideration liability, goodwill impairment, and non-taxable non-territorial income.

Income tax benefit for the six-month period ended June 30, 2025 was $8.9 million. The effective tax rate for the six-month period ended June 30, 2025 was different from our statutory rate due to foreign and state taxes, changes in valuation allowances on deferred tax assets, non-deductible executive compensation, share-based compensation from foreign employees, and transaction costs. Income tax benefit for the six-month period ended June 30, 2024 was $14.8 million. The effective tax rate for the six-month period ended June 30, 2024 was different from our statutory rate due to foreign and state taxes, change in valuation allowances on deferred tax assets, non-deductible executive compensation, changes in the fair value of the contingent consideration liability, goodwill impairment, and non-taxable non-territorial income.

Our management periodically evaluates the realizability of the deferred tax assets and, if it is determined that it is more likely than not that the deferred tax assets are, or are not, realizable, adjusts the valuation allowance accordingly. Valuation allowances are established and maintained for deferred tax assets on a “more likely than not” threshold. The process of evaluating the need to maintain a valuation allowance for deferred tax assets and the amount maintained in any such allowance is highly subjective and is based on many factors, several of which are subject to significant judgment calls.

Based on our analysis, we determined that it was more likely than not that our deferred tax assets would be realized for all jurisdictions with the exception of certain of our digital operations, certain U.S. Foreign Tax Credit carryovers and certain states deferred tax assets. As a result of historical losses from our digital operations primarily in Uruguay, Mexico and Argentina, certain U.S. Foreign Tax Credit carryovers, and capital loss, management has determined that it is more likely than not that deferred tax assets of $17.9 million at June 30, 2025 will not be realized and therefore we have established a valuation allowance in that amount on those assets.

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. We are monitoring developments and evaluating the impacts these new rules will have on our tax rate, including eligibility to qualify for these safe harbor rules.

The One Big Beautiful Bill Act (the “OBBBA”) was signed into law on July 4, 2025. The OBBBA introduced certain changes to the U.S. tax code. Since the OBBBA was enacted after the end of the period ended June 30, 2025, our financial statements for the period ended June 30, 2025 do not reflect the impact of the tax law changes as a result of the OBBBA. We are evaluating the impact of the OBBBA on our business and financial condition. Our preliminary assessment of the OBBBA’s impact on our business and financial condition is that it is not expected to be material.

As of June 30, 2025 and December 31, 2024, we had unrecognized tax benefits of $25.3 million and $17.3 million. We will recognize accrued interest and penalties related to unrecognized tax benefits in income tax expense.

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 operations 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 decreased to $45.4 million for the three-month period ended June 30, 2025 from $49.2 million for the three-month period ended June 30, 2024. This decrease was primarily due to a decrease of $3.2 million in broadcast advertising revenue, and a decrease of $1.1 million in retransmission consent revenue, partially offset by an increase of $0.3 million in digital advertising revenue, and an increase of $0.2 million in spectrum usage rights revenue.

Net revenue in our media segment decreased to $86.4 million for the six-month period ended June 30, 2025 from $95.0 million for the six-month period ended June 30, 2024. This decrease was primarily due to a decrease of $7.0 million in broadcast advertising revenue, and a decrease of $2.2 million in retransmission consent revenue, partially offset by an increase of $0.4 million in digital advertising revenue and an increase of $0.2 million in spectrum usage rights revenue.

In general, many of our broadcast stations face declining audiences, which we believe is present across the traditional 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 consume, 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, including through an emphasis on local news and increased digital offerings, and their integration with our broadcast offerings. No assurances can be given that such strategies will be successful.

Cost of revenue. Cost of revenue in our media segment increased to $4.7 million for the three-month period ended June 30, 2025 from $4.1 million for the three-month period ended June 30, 2024, primarily due to the increase in digital advertising revenue and a decrease in gross margins.

Cost of revenue in our media segment increased to $7.9 million for the six-month period ended June 30, 2025 from $7.0 million for the six-month period ended June 30, 2024, primarily due to the increase in digital advertising revenue and a decrease in gross margins.

Direct Operating Expenses. Direct operating expenses in our media segment increased to $26.8 million for the three-month period ended June 30, 2025 from $26.1 million for the three-month period ended June 30, 2024, primarily due to an increase of $0.3 million in salaries and other employee benefits, an increase of $0.1 million due to the realignment of our operations as noted above, and other items which were individually immaterial.

Direct operating expenses in our media segment increased to $53.4 million for the six-month period ended June 30, 2025 from $52.8 million for the six-month period ended June 30, 2024, primarily due to items which were individually immaterial.

Selling, General and Administrative Expenses. Selling, general and administrative expenses in our media segment increased to $11.0 million for the three-month period ended June 30, 2025 from $9.8 million for the three-month period ended June 30, 2024, primarily due to an increase of $0.6 million in expenses due to the realignment of our operations as noted above and other items which were individually immaterial.

Selling, general and administrative expenses in our media segment increased to $21.8 million for the six-month period ended June 30, 2025 from $19.7 million for the six-month period ended June 30, 2024, primarily due to an increase of $1.0 million in salaries and other employee benefits, and an increase of $1.3 million in expenses due to the realignment of our operations as noted above. The increase was offset by a decrease of $0.5 million in bad debt expense and other items which were individually immaterial.

Advertising Technology & Services

Net Revenue. Net revenue in our advertising technology & services segment increased to $55.3 million for the three-month period ended June 30, 2025 from $33.4 million for the three-month period ended June 30, 2024. The increase was primarily due to increases in advertising revenue from Smadex and Adwake.

Net revenue in our advertising technology & services segment increased to $106.2 million for the six-month period ended June 30, 2025 from $65.8 million for the six-month period ended June 30, 2024. 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 $33.4 million for the three-month period ended June 30, 2025 from $20.3 million for the three-month period ended June 30, 2024, primarily due to costs associated with the increase in digital advertising revenue.

Cost of revenue in our advertising technology & services segment increased to $63.6 million for the six-month period ended June 30, 2025 from $40.1 million for the six-month period ended June 30, 2024, primarily due to costs associated with 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 $10.9 million for the three-month period ended June 30, 2025 from $5.6 million for the three-month period ended June 30, 2024, primarily due to an increase of $1.9 million in cloud infrastructure expenses and an increase of $3.4 million in salaries and bonus expense.

Direct operating expenses in our advertising technology & services segment increased to $19.9 million for the six-month period ended June 30, 2025 from $10.8 million for the six-month period ended June 30, 2024, primarily due to an increase of $5.3 million in cloud infrastructure expenses and an increase of $3.8 million in salaries and bonus expense.

Selling, general and administrative expenses. Selling, general and administrative expenses in our advertising technology & services segment increased to $5.4 million for the three-month period ended June 30, 2025, from $4.6 million for the three-month period ended June 30, 2024, primarily due to an increase of $0.6 million in bad debt expense and $0.2 million of payroll tax expense.

Selling, general and administrative expenses in our advertising technology & services segment increased to $10.1 million for the six-month period ended June 30, 2025, from $9.0 million for the six-month period ended June 30, 2024, primarily due to salaries expense.

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. We had negative cash flow from operations of $7.4 million for the six-month period ended June 30, 2025. 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 $64.5 million, and available for sale marketable securities in the additional amount of $4.8 million, as of June 30, 2025. 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, has had, and will continue to have, a material effect on our results of operations in that total revenue from our advertising technology & services operations, and consolidated revenue, has been, and is expected to remain, significantly lower than it was prior to the disposition of our EGP business. As a result, cash flow from operations will be materially adversely affected in future periods, which could also adversely affect our liquidity.

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 Amended 2023 Credit Agreement, whether as a direct or indirect result of the disposition of our EGP business or otherwise, we may be required to seek 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 Credit Facility, pursuant to the Original 2023 Credit Agreement, by and among us, Bank of America, N.A., as Administrative Agent, and the Lenders. The Original 2023 Credit Agreement amended, restated and replaced in its entirety our previous credit agreement. The Original 2023 Credit Agreement was amended on July 15, 2025, effective as of June 30, 2025 with respect to certain financial covenants and certain other provisions of the Credit Facility.

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, and $1.25 million was applied to the Revolving Credit Facility.

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.

In June 2025, we made an additional prepayment of $10.0 million, which was applied to the principal due at maturity under the Term A Facility.

For more information, see Notes 2 and 8 to Notes to Condensed Consolidated Financial Statements.

Cash Flow

Net cash flow used in operating activities was $7.4 million for the six-month period ended June 30, 2025, compared to net cash flow provided by operating activities of $51.1 million for the six-month period ended June 30, 2024. The decrease in cash flow from operating activities was primarily due to a decrease in net changes in our working capital of negative $10.5 million for the six-month period ended June 30, 2025 compared to positive $29.9 million for the six-months periods ended June 30, 2024. The net changes in working capital were primarily due to the timing of cash payments to publishers and collections from customers. The decrease in cash flow from operating activities was also due to an increase in net loss after adjusting for non-cash items. Significant non-cash items in the six-month period ended June 30, 2025 included impairment charges of $23.7 million, loss on lease abandonment charges of $25.2 million, depreciation and amortization expense of $6.5 million, deferred income taxes benefit of $6.9 million, and non-cash stock based compensation of $5.3 million. Significant non-cash items in the six-month period ended June 30, 2024 included the loss on sale related to our former EGP business of $45.0 million, impairment charges of $49.4 million, depreciation and amortization expense of $13.1 million, non-cash stock based compensation of $8.7 million, and income related to the change in fair value of contingent consideration of $12.5 million. We expect to have positive cash flow from operating activities for the full year 2025.

Net cash flow used in investing activities was $4.8 million for the six-month period ended June 30, 2025, compared to net cash flow used in investing activities of $26.9 million for the six-month period ended June 30, 2024. The decrease in net cash flow used in investing activities was primarily due to cash divested of $43.0 million, partially offset by proceeds from loan receivable of $10.7 million for the six-month period ended June 30, 2024, related to the sale of our former EGP business, which did not recur in the six-month period ended June 30, 2025, and reduction in proceeds from the sale of marketable securities to $0.9 million for the six-month period ended June 30, 2025 compared to $10.0 million for the six-month period ended June 30, 2024.

We anticipate that our capital expenditures will be approximately $7.5 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 $19.2 million for the six-month period ended June 30, 2025, compared to $44.7 million for the six-month period ended June 30, 2024. The decrease in cash flow used in financing activities was primarily due to $10.0 million of payments on debt during the six-month period ended June 30, 2025 compared to $20.3 million of payments on debt during the six-month period ended June 30, 2024. In addition, during the six-month period ended June 30, 2024 we had payments of contingent consideration of $14.3 million and distributions to noncontrolling interest of $1.1 million, which did not recur in the six-month period ended June 30, 2025.

ITEM 3. 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.

Interest Rates

As of June 30, 2025, we had $177.8 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 Amended 2023 Credit Agreement) or (ii) the Base Rate (as defined in the Amended 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 or decrease by a hypothetical 100 basis points, or one percentage point, from its June 30, 2025 level, our annual interest expense would increase or decrease, respectively, and cash flow from operations would decrease or increase, respectively, by $1.8 million based on the outstanding balance of our term loan as of June 30, 2025.

Foreign Currency

We have certain 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 we 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 June 30, 2025 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, which uses the Euro. 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. Increases and decreases in foreign-denominated revenue from movements in foreign exchange rates are partially offset by corresponding decreases or increases in foreign-denominated operating expenses.

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 4. CONTROLS AND PROCEDURES

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 quarterly 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.

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.

Our management, including our chief executive officer and chief financial officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all errors and all fraud. 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. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

There have not been any changes in our internal control over financial reporting during the period covered by this quarterly report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II.

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are 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 that may arise out of or with respect to these matters will not materially adversely affect our financial position, results of operations or cash flows.

On July 22, 2025, the former lessor of our now-terminated lease of our headquarters and audio operations in Santa Monica, California, commenced litigation against us in Los Angeles County Superior Court. The landlord alleges we breached our lease and seeks at least $31,450,000 in damages. We intend to respond in accordance with court requirements, including timing deadlines.

ITEM 1A. RISK FACTORS

None.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES

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 three- and six-month periods ended June 30, 2025 and 2024. As of June 30, 2025, we have repurchased a total of 1.8 million shares of our Class A common stock under this 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 June 30, 2025.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Insider Trading Arrangements

During the quarter ended June 30, 2025, 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.

Revised Form of Indemnification Agreement

On August 1, 2025, our Board of Directors approved a revised form of indemnification agreement (the “Indemnification Agreement”) to be entered into between us and our current and future directors and executive officers. We will execute a new Indemnification Agreement with each of our directors and executive officers, which Indemnification Agreements will supersede the previous indemnification agreements between such parties. The Indemnification Agreement will, among other things, require us to indemnify, and advance expenses to, each director and executive officer to the fullest extent permitted by law, including indemnification of expenses such as attorneys’ fees, court costs, judgments, fines, penalties, excise taxes and settlement amounts incurred by the director or executive officer in any action or proceeding arising out of such person’s services as a director or executive officer. The Indemnification Agreement is intended to provide indemnification rights to the fullest extent permitted under Delaware law and shall be in addition to any other rights the directors and executive officers may have under our certificate of incorporation and bylaws.

The foregoing description of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Indemnification Agreement, which is attached as Exhibit 10.4 to this Quarterly Report on Form 10-Q and incorporated herein by reference.

We are including this disclosure in this Form 10-Q rather than filing a Current Report on Form 8-K under Items 1.01 and 5.02(e) at a later date.

ITEM 6. EXHIBITS


10.1(1)†		Executive Compensation Letter Agreement effective as of May 27, 2025 by and between the Company and Juan Navarro

10.2(1)†		Participation Agreement effective as of May 27, 2025 by and between the Company and Juan Navarro

10.3(2)		Amendment No. 1, dated as of July 15, 2025, to Existing Credit Agreement, by and among the Company, the guarantors party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the other financial institutions party thereto as Lenders

10.4*†		Form of Indemnification Agreement for directors and officers of the registrant

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.

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.

(1) Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on June 2, 2025.

(2) Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on July 16, 2025.

SIGNATURE

Pursuant to the requirements 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.


	ENTRAVISION COMMUNICATIONS CORPORATION

	By:		/s/ MARK BOELKE
			Mark Boelke Chief Financial Officer and Treasurer

Date: August 5, 2025

EX-10.4 2 evc-ex10_4.htm EX-10.4 EX-10.4

Exhibit 10.4

[Director Form]

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (“Agreement”) is made as of _________, __, 202__, by and between Entravision Communications Corporation, a Delaware corporation (the “Company”), and ____________ (“Indemnitee”).

RECITALS

WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company;

WHEREAS, in order to induce Indemnitee to provide or continue to provide services to the Company, the Company wishes to provide for the indemnification of, and advancement of expenses to, Indemnitee to the maximum extent permitted by law;

WHEREAS, the Amended and Restated Certificate of Incorporation (the “Charter”) of the Company require indemnification of the officers and directors of the Company, and Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (the “DGCL”);

WHEREAS, the Charter and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the board of directors, officers and other persons with respect to indemnification;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that the increased difficulty in attracting and retaining highly qualified persons such as Indemnitee is detrimental to the best interests of the Company’s stockholders;

WHEREAS, it is reasonable and prudent for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law, regardless of any amendment or revocation of the Charter or the Bylaws, so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified; and

WHEREAS, this Agreement is a supplement to and in furtherance of the indemnification provided now or hereinafter in the Charter, the Bylaws and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

Section 1.

Services to the Company. Indemnitee agrees to serve as a director of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position.

This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee.

Section 2.

Definitions.

As used in this Agreement:

(a)

“Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as in effect on the date of this Agreement; provided, however, that no Person who is a director or officer of the Company shall be deemed an Affiliate or an Associate of any other director or officer of the Company solely as a result of his or her position as director or officer of the Company.

(b)

A Person shall be deemed the “Beneficial Owner” of, and shall be deemed to “Beneficially Own” and have “Beneficial Ownership” of, any securities:

(i)

which such Person or any of such Person’s Affiliates or Associates, directly or indirectly, Beneficially Owns (as determined pursuant to Rule 13d-3 of the Rules under the Exchange Act, as in effect on the date of this Agreement);

(ii)

which such Person or any of such Person’s Affiliates or Associates, directly or indirectly, has: (A) the legal, equitable or contractual right or obligation to acquire (whether directly or indirectly and whether exercisable immediately or only after the passage of time, compliance with regulatory requirements, satisfaction of one or more conditions (whether or not within the control of such Person) or otherwise) upon the exercise of any conversion rights, exchange rights, rights, warrants or options, or otherwise; (B) the right to vote pursuant to any agreement, arrangement or understanding (whether or not in writing); or (C) the right to dispose of pursuant to any agreement, arrangement or understanding (whether or not in writing) (other than customary arrangements with and between underwriters and selling group members with respect to a bona fide public offering of securities);

(iii)

which are Beneficially Owned, directly or indirectly, by any other Person (or any Affiliate or Associate thereof) with which such Person or any of such Person’s Affiliates or Associates has any agreement, arrangement or understanding (whether or not in writing) (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities) for the purpose of acquiring, holding, voting or disposing of any securities of the Company; or

(iv)

that are the subject of a derivative transaction entered into by such Person or any of such Person’s Affiliates or Associates, including, for these purposes, any derivative security acquired by such Person or any of such Person’s Affiliates or Associates that gives such Person or any of such Person’s Affiliates or Associates the economic equivalent of ownership of an amount of securities due to the fact that the value of the derivative security is explicitly determined by reference to the price or value of such securities, or that provides such Person or any of such Person’s Affiliates or Associates an opportunity, directly or indirectly, to profit or to share in any profit derived from any change in the value of such securities, in any case without regard to whether (A) such derivative security conveys any voting rights in such securities to such Person or any of such Person’s Affiliates or Associates; (B) the derivative security is required to be, or capable of being, settled through delivery of such securities; or (C) such Person or any of such Person’s Affiliates or Associates may have entered into other transactions that hedge the economic effect of such derivative security;

Notwithstanding the foregoing, no Person engaged in business as an underwriter of securities shall be deemed the Beneficial Owner of any securities acquired through such Person’s participation as an underwriter in good faith in a firm commitment underwriting.

(c)

A “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:

(i)

Acquisition of Stock by Third Party. Any Person is or becomes the Beneficial Owner (as defined above), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities unless the change in relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, provided that a Change in Control shall be deemed to have occurred if subsequent to such reduction such Person becomes the Beneficial Owner, directly or indirectly, of any additional securities of the Company conferring upon such Person any additional voting power;

(ii)

Change in Board of Directors. During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in Sections 2(c)(i), 2(c)(iii) or 2(c)(iv)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board;

(iii)

Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or successor entity) more than 50% of the combined voting power of the voting securities of the surviving or successor entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving or successor entity;

(iv)

(v)

Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act, whether or not the Company is then subject to such reporting requirement.

(d)

“Corporate Status” describes the status of a person as a current or former director of the Company or current or former director, manager, partner, officer, employee, agent or trustee of any other Enterprise which such person is or was serving at the request of the Company.

(e)

“Enforcement Expenses” shall include all reasonable attorneys’ fees, court costs, transcript costs, fees of experts, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other out-of-pocket disbursements or expenses of the types customarily incurred in connection with an action to enforce indemnification or advancement rights, or an appeal from such action. Expenses, however, shall not include fees, salaries, wages or benefits owed to Indemnitee.

(f)

“Enterprise” shall mean any corporation (other than the Company), partnership, joint venture, trust, employee benefit plan, limited liability company, or other legal entity of which Indemnitee is or was serving at the request of the Company as a director, manager, partner, officer, employee, agent or trustee.

(g)

“Expenses” shall include all reasonable attorneys’ fees, court costs, transcript costs, fees of experts, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other out-of-pocket disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding or an appeal resulting from a Proceeding. Expenses, however, shall not include amounts paid in settlement by Indemnitee, the amount of judgments or fines against Indemnitee or fees, salaries, wages or benefits owed to Indemnitee.

(h)

“Independent Counsel” means a law firm, or a partner (or, if applicable, member or shareholder) of such a law firm, that is experienced in matters of Delaware corporation law and neither presently is, nor in the past five (5) years has been, retained to represent: (i) the Company, any subsidiary of the Company, any Enterprise or Indemnitee in any matter material to any such party; or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any Person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

(i)

“Person” shall mean (i) an individual, a corporation, a partnership, a limited liability company, an association, a joint stock company, a trust, a business trust, a government or political subdivision, any unincorporated organization, or any other association or entity including any successor (by merger or otherwise) thereof or thereto, and (ii) a “group” as that term is used for purposes of Section 13(d)(3) of the Exchange Act.

(j)

The term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative, regulatory or investigative nature, and whether formal or informal, in which Indemnitee was, is or will be involved as a party or otherwise by reason of the fact that Indemnitee is or was a director of the Company or is or was serving at the request of the Company as a director, manager, partner, officer, employee, agent or trustee of any Enterprise or by reason of any action taken by Indemnitee or of any action taken on his or her part while acting as a director of the Company or while serving at the request of the Company as a director, manager, partner, officer, employee, agent or trustee of any Enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement or advancement of expenses can be provided under this Agreement; provided, however, that the term “Proceeding” shall not include any action, suit or arbitration, or part thereof, initiated by Indemnitee to enforce Indemnitee’s rights under this Agreement as provided for in Section 12(a) of this Agreement.

Section 3.

Indemnity in Third-Party Proceedings. The Company shall indemnify Indemnitee to the extent set forth in this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, Indemnitee shall be indemnified against all Expenses, judgments, fines, penalties, excise taxes, and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

Section 4.

Indemnity in Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee to the extent set forth in this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company. No indemnification for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that the Delaware Court of Chancery (the “Delaware Court”) shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such expenses as the Delaware Court shall deem proper.

Section 5.

Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions of this Agreement and except as provided in Section 7, to the extent that Indemnitee is a party to or a participant in any Proceeding and is successful in such Proceeding or in defense of any claim, issue or matter therein, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or her in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on his or her behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Section 6.

Reimbursement for Expenses of a Witness or in Response to a Subpoena. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee, by reason of his or her Corporate Status, (i) is a witness in any Proceeding to which Indemnitee is not a party and is not threatened to be made a party or (ii) receives a subpoena with respect to any Proceeding to which Indemnitee is not a party and is not threatened to be made a party, the Company shall reimburse Indemnitee for all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

Section 7.

Exclusions. Notwithstanding any provision in this Agreement to the contrary, the Company shall not be obligated under this Agreement:

(a)

to indemnify for amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received such amounts under any insurance policy, contract, agreement or otherwise; provided that the foregoing shall not apply to any personal or umbrella liability insurance maintained by Indemnitee;

(b)

to indemnify for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act, or similar provisions of state statutory law or common law, or from the purchase or sale by Indemnitee of such securities in violation of Section 306 of the Sarbanes-Oxley Act of 2002 (“SOX”);

(c)

to indemnify with respect to any Proceeding, or part thereof, brought by Indemnitee against the Company, any legal entity which it controls, any director or officer thereof or any third party, unless (i) the Board has consented to the initiation of such Proceeding or part thereof and (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; provided, however, that this Section 7(d) shall not apply to (A) counterclaims or affirmative defenses asserted by Indemnitee in an action brought against Indemnitee or (B) any action brought by Indemnitee for indemnification or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification or advancement is being sought as described in Section 12; or

(d)

to provide any indemnification or advancement of expenses that is prohibited by applicable law (as such law exists at the time payment would otherwise be required pursuant to this Agreement).

Section 8.

Advancement of Expenses. Subject to Section 9(b), the Company shall advance, the Expenses incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made within thirty (30) days after the receipt by the Company of a statement or statements requesting such advances (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s (i) ability to repay the expenses, (ii) ultimate entitlement to indemnification under the other provisions of this Agreement, and (iii) entitlement to and availability of insurance coverage, including advancement, payment or reimbursement of defense costs, expenses or covered loss under the provisions of any applicable insurance policy (including, without limitation, whether such advancement, payment or reimbursement is withheld, conditioned or delayed by the insurer(s)). Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking providing that Indemnitee undertakes to the fullest extent required by law to repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. No other form of undertaking shall be required. The right to advances under this paragraph shall in all events continue until final disposition of any Proceeding, including any appeal therein. Nothing in this Section 8 shall limit Indemnitee’s right to advancement pursuant to Section 12(e) of this Agreement.

Section 9.

Procedure for Notification and Defense of Claim.

(a)

To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request therefor specifying the basis for the claim, the amounts for which Indemnitee is seeking payment under this Agreement, and all documentation related thereto as reasonably requested by the Company.

(b)

In the event that the Company shall be obligated hereunder to provide indemnification for or make any advancement of Expenses with respect to any Proceeding, the Company shall be entitled to assume the defense of such Proceeding, or any claim, issue or matter therein, with counsel approved by Indemnitee (which approval shall not be unreasonably withheld or delayed) upon the delivery to Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed by or on behalf of Indemnitee with respect to the same Proceeding; provided that (i) Indemnitee shall have the right to employ separate counsel in any such Proceeding at Indemnitee’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of such defense, (C) the Company shall not continue to retain such counsel to defend such Proceeding, or (D) a Change in Control shall have occurred, then the fees and expenses actually and reasonably incurred by Indemnitee with respect to his or her separate counsel shall be Expenses hereunder.

(c)

In the event that the Company does not assume the defense in a Proceeding pursuant to paragraph (b) above, then the Company will be entitled to participate in the Proceeding at its own expense.

(d)

The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its prior written consent (which consent shall not be unreasonably withheld or delayed). Without limiting the generality of the foregoing, the fact that an insurer under an applicable insurance policy delays or is unwilling to consent to such settlement or is or may be in breach of its obligations under such policy, or the fact that directors’ and officers’ liability insurance is otherwise unavailable or not maintained by the Company, may not be taken into account by the Company in determining whether to provide its consent. The Company shall not, without the prior written consent of Indemnitee (which consent shall not be unreasonably withheld or delayed), enter into any settlement which (i) includes an admission of fault of Indemnitee, any non-monetary remedy imposed on Indemnitee or any monetary damages for which Indemnitee is not wholly and actually indemnified hereunder or (ii) with respect to any Proceeding with respect to which Indemnitee may be or is made a party or may be otherwise entitled to seek indemnification hereunder, does not include the full release of Indemnitee from all liability in respect of such Proceeding.

Section 10.

Procedure Upon Application for Indemnification.

(a)

Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following methods: (x) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board; or (y) if a Change in Control shall not have occurred: (i) by a majority vote of the disinterested directors, even though less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or (iii) if there are no disinterested directors or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought. In the case that such determination is made by Independent Counsel, a copy of Independent Counsel’s written opinion shall be delivered to Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) days after such determination. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel or the Company, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination.

The Company shall likewise cooperate with Indemnitee and Independent Counsel, if applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel and Indemnitee, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Company and reasonably necessary to such determination. Any out-of-pocket costs or expenses (including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

(b)

If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a), the Independent Counsel shall be selected by the Board if a Change in Control shall not have occurred or, if a Change in Control shall have occurred, by Indemnitee. Indemnitee or the Company, as the case may be, may, within ten (10) days after written notice of such selection, deliver to the Company or Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the Person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or the Delaware Court has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 9(a), and (ii) the final disposition of the Proceeding, including any appeal therein, no Independent Counsel shall have been selected without objection, either Indemnitee or the Company may petition the Delaware Court for resolution of any objection which shall have been made by Indemnitee or the Company to the selection of Independent Counsel and/or for the appointment as Independent Counsel of a Person selected by the court or by such other Person as the court shall designate. The Person with respect to whom all objections are so resolved or the Person so appointed shall act as Independent Counsel under Section 10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

(c)

Notwithstanding anything to the contrary contained in this Agreement, the determination of entitlement to indemnification under this Agreement shall be made without regard to the Indemnitee’s entitlement to and availability of insurance coverage, including advancement, payment or reimbursement of defense costs, expenses or covered loss under the provisions of any applicable insurance policy (including, without limitation, whether such advancement, payment or reimbursement is withheld, conditioned or delayed by the insurer(s)).

Section 11.

Presumptions and Effect of Certain Proceedings.

(a)

To the extent permitted by applicable law, in making a determination with respect to entitlement to indemnification hereunder, it shall be presumed that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and the Company shall have the burden of proof and the burden of persuasion by clear and convincing evidence to overcome that presumption in connection with the making of any determination contrary to that presumption.

(b)

The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful.

(c)

Indemnitee shall be deemed to have acted in good faith if Indemnitee’s actions based on the records or books of account of the Company or any other Enterprise, including financial statements, or on information supplied to Indemnitee by the directors, officers, agents or employees of the Company or any other Enterprise in the course of their duties, or on the advice of legal counsel for the Company or any other Enterprise or on information or records given or reports made to the Company or any other Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or any other Enterprise. The provisions of this Section 11(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. In addition, the knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee of the Company, any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 11(c) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

Section 12.

Remedies of Indemnitee.

(a)

Subject to Section 12(f), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Court of his or her entitlement to such indemnification or advancement.

Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

(b)

In the event that a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12, the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be.

(c)

If a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d)

The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.

(e)

The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within thirty (30) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company in the suit for which indemnification or advancement is being sought. Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law need not be included with the invoice.

(f)

Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding, including any appeal therein.

Section 13.

Non-exclusivity; Survival of Rights; Insurance; Subrogation.

(a)

The rights of indemnification and to receive advancement as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Charter, the Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement than would be afforded currently under the Charter, Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

(b)

To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, managers, partners, officers, employees, agents or trustees of the Company or of any other Enterprise, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, manager, partner, officer, employee, agent or trustee under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. Upon request of Indemnitee, the Company shall also promptly provide to Indemnitee: (i) copies of all of the Company’s potentially applicable directors’ and officers’ liability insurance policies, (ii) copies of such notices delivered to the applicable insurers, and (iii) copies of all subsequent communications and correspondence between the Company and such insurers regarding the Proceeding.

(c)

In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(d)

The Company’s obligation to provide indemnification or advancement hereunder to Indemnitee who is or was serving at the request of the Company as a director, manager, partner, officer, employee, agent or trustee of any other Enterprise shall be reduced by

any amount Indemnitee has actually received as indemnification or advancement from such other Enterprise.

Section 14.

Duration of Agreement. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a director of the Company or (b) one (1) year after the final termination of any Proceeding, including any appeal, then pending in respect of which Indemnitee is granted rights of indemnification or advancement hereunder and of any proceeding commenced by Indemnitee pursuant to Section 12 of this Agreement relating thereto. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his or her heirs, executors and administrators. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

Section 15.

Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

Section 16.

Enforcement.

(a)

The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve or continue to serve as a director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director of the Company.

(b)

This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Charter, the Bylaws and applicable law, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.

Section 17. Modification and Waiver. No supplement, modification or amendment, or waiver of any provision, of this Agreement shall be binding unless executed in writing by the parties thereto. No waiver of any of the provisions of this Agreement shall be deemed or shall Section 18.

constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver. No supplement, modification or amendment of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee prior to such supplement, modification or amendment.

Notice by Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification, reimbursement or advancement as provided hereunder. The failure of Indemnitee to so notify the Company or any delay in notification shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise, unless, and then only to the extent that, the Company did not otherwise learn of the Proceeding and such delay is materially prejudicial to the Company’s ability to defend such Proceeding or matter; and, provided, further, that notice will be deemed to have been given without any action on the part of Indemnitee in the event the Company is a party to the same Proceeding.

Section 19.

Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if (i) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed, (iii) mailed by reputable overnight courier and receipted for by the party to whom said notice or other communication shall have been directed or (iv) sent by facsimile transmission, with receipt of oral confirmation that such transmission has been received:

(a)

If to Indemnitee, at such address as Indemnitee shall provide to the Company.

(b)

If to the Company to:

Entravision Communications Corporation

1 Estrella Way

Burbank, California 91504

Attention: General Counsel

or to any other address as may have been furnished to Indemnitee by the Company.

Section 20.

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding in such proportion as is deemed fair and reasonable in light of all of the circumstances in order to reflect (i) the relative benefits received by the Company and Indemnitee in connection with the event(s) and/or transaction(s) giving rise to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transactions.

Section 21.

Internal Revenue Code Section 409A. The Company intends for this Agreement to comply with the Indemnification exception under Section 1.409A-1(b)(10) of the regulations promulgated under the Internal Revenue Code of 1986, as amended (the “Code”), which provides that indemnification of, or the purchase of an insurance policy providing for payments of, all or part of the expenses incurred or damages paid or payable by Indemnitee with respect to a bona fide claim against Indemnitee or the Company do not provide for a deferral of compensation, subject to Section 409A of the Code, where such claim is based on actions or failures to act by Indemnitee in his or her capacity as a service provider of the Company. The parties intend that this Agreement be interpreted and construed with such intent.

Section 22.

Applicable Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 12(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court, and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) consent to service of process at the address set forth in Section 19 of this Agreement with the same legal force and validity as if served upon such party personally within the State of Delaware, (iv) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.

Section 23.

Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

Section 24.

Identical Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

Section 25.

Monetary Damages Insufficient/Specific Enforcement. The Company and Indemnitee agree that a monetary remedy for breach of this Agreement may be inadequate, impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that Indemnitee may enforce this Agreement by seeking injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm (having agreed that actual and irreparable harm will result in not forcing the Company to specifically perform its obligations pursuant to this Agreement) and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which he may be entitled.

The Company and Indemnitee further agree that Indemnitee shall be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertakings in connection therewith. The Company acknowledges that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by the Court, and the Company hereby waives any such requirement of a bond or undertaking. [Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the day and year first above written.

ENTRAVISION COMMUNICATIONS CORPORATION

By:

Name: Title:

[Name of Indemnitee]

[Officer Form]

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (“Agreement”) is made as of ________________ ___, 202__, by and between Entravision Communications Corporation, a Delaware corporation (the “Company”), and ____________ (“Indemnitee”).

RECITALS

WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company;

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

Section 26.

Services to the Company. Indemnitee agrees to serve as an officer of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee.

Section 27.

Definitions.

As used in this Agreement:

(a)

(b)

A Person shall be deemed the “Beneficial Owner” of, and shall be deemed to “Beneficially Own” and have “Beneficial Ownership” of, any securities:

(i)

(ii)

(iii)

(iv)

(c)

A “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:

(i)

(ii)

(iii)

(iv)

Liquidation. The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement for the sale, lease, exchange or other transfer by the Company, in one or a series of related transactions, of all or substantially all of the Company’s assets; and “Corporate Status” describes the status of a person as a current or former officer of the Company or current or former director, manager, partner, officer, employee, agent or trustee of any other Enterprise which such person is or was serving at the request of the Company.

(v)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

The term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative, regulatory or investigative nature, and whether formal or informal, in which Indemnitee was, is or will be involved as a party or otherwise by reason of the fact that Indemnitee is or was an officer of the Company or is or was serving at the request of the Company as a director, manager, partner, officer, employee, agent or trustee of any Enterprise or by reason of any action taken by Indemnitee or of any action taken on his or her part while acting as an officer of the Company or while serving at the request of the Company as a director, manager, partner, officer, employee, agent or trustee of any Enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement or advancement of expenses can be provided under this Agreement; provided, however, that the term “Proceeding” shall not include any action, suit or arbitration, or part thereof, initiated by Indemnitee to enforce Indemnitee’s rights under this Agreement as provided for in Section 12(a) of this Agreement.

Section 28.

Section 29.

Section 30.

Section 31.

Section 32.

Exclusions. Notwithstanding any provision in this Agreement to the contrary, the Company shall not be obligated under this Agreement:

(a)

(b)

(c)

to indemnify for any reimbursement of, or repayment to, the Company by Indemnitee of (i) any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company pursuant to the terms of (A) Section 304 of SOX, (B) Exchange Act Rule 10D-1 or (C) or any formal policy of the Company adopted by the Board (or a committee thereof) or (ii) any other remuneration paid to Indemnitee if it shall be determined by a final judgment or other final adjudication that payment of such remuneration was or would have been in violation of law;

(d)

(e)

to provide any indemnification or advancement of expenses that is prohibited by applicable law (as such law exists at the time payment would otherwise be required pursuant to this Agreement).

Section 33.

Advancement of Expenses. Subject to Section 9(b), the Company shall advance the Expenses incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made within thirty (30) days after the receipt by the Company of a statement or statements requesting such advances (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s (i) ability to repay the expenses, (ii) ultimate entitlement to indemnification under the other provisions of this Agreement, and (iii) entitlement to and availability of insurance coverage, including advancement, payment or reimbursement of defense costs, expenses or covered loss under the provisions of any applicable insurance policy (including, without limitation, whether such advancement, payment or reimbursement is withheld, conditioned or delayed by the insurer(s)). Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking providing that Indemnitee undertakes to the fullest extent required by law to repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. No other form of undertaking shall be required. The right to advances under this paragraph shall in all events continue until final disposition of any Proceeding, including any appeal therein. Nothing in this Section 8 shall limit Indemnitee’s right to advancement pursuant to Section 12(e) of this Agreement.

Section 34.

Procedure for Notification and Defense of Claim.

(a)

(b)

After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently employed by or on behalf of Indemnitee with respect to the same Proceeding; provided that (i) Indemnitee shall have the right to employ separate counsel in any such Proceeding at Indemnitee’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of such defense, (C) the Company shall not continue to retain such counsel to defend such Proceeding, or (D) a Change in Control shall have occurred, then the fees and expenses actually and reasonably incurred by Indemnitee with respect to his or her separate counsel shall be Expenses hereunder.

(c)

In the event that the Company does not assume the defense in a Proceeding pursuant to paragraph (b) above, then the Company will be entitled to participate in the Proceeding at its own expense.

(d)

Section 35.

Procedure Upon Application for Indemnification.

(a)

Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following methods: (i) by a majority vote of the disinterested directors, even though less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or (iii) if there are no disinterested directors or if the disinterested directors so direct, by Independent Counsel in a written opinion to the Board. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought. In the case that such determination is made by Independent Counsel, a copy of Independent Counsel’s written opinion shall be delivered to Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) days after such determination. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel or the Company, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination.

(b)

If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a), the Independent Counsel shall be selected by the Board. Indemnitee may, within ten (10) days after written notice of such selection, deliver to the Company a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the Person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or the Delaware Court has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 9(a), and (ii) the final disposition of the Proceeding, including any appeal therein, no Independent Counsel shall have been selected without objection, either Indemnitee or the Company may petition the Delaware Court for resolution of any objection which shall have been made by Indemnitee or the Company to the selection of Independent Counsel and/or for the appointment as Independent Counsel of a Person selected by the court or by such other Person as the court shall designate. The Person with respect to whom all objections are so resolved or the Person so appointed shall act as Independent Counsel under Section 10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

(c)

Section 36.

Presumptions and Effect of Certain Proceedings.

(a)

(b)

(c)

Section 37.

Remedies of Indemnitee.

(a)

(b)

(c)

(d)

(e)

(f)

Section 38.

Non-exclusivity; Survival of Rights; Insurance; Subrogation.

(a)

(b)

(c)

(d)

any amount Indemnitee has actually received as indemnification or advancement from such other Enterprise.

Section 39.

Duration of Agreement. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as an officer of the Company or (b) one (1) year after the final termination of any Proceeding, including any appeal, then pending in respect of which Indemnitee is granted rights of indemnification or advancement hereunder and of any proceeding commenced by Indemnitee pursuant to Section 12 of this Agreement relating thereto. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his or her heirs, executors and administrators. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

Section 40.

Section 41.

Enforcement.

(a)

The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve or continue to serve as an officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer of the Company.

(b)

Section 42. Modification and Waiver. No supplement, modification or amendment, or waiver of any provision, of this Agreement shall be binding unless executed in writing by the parties thereto. No waiver of any of the provisions of this Agreement shall be deemed or shall Section 43.

Section 44.

(a)

If to Indemnitee, at such address as Indemnitee shall provide to the Company.

(b)

If to the Company to:

Entravision Communications Corporation

1 Estrella Way

Burbank, California 91504

Attention: General Counsel

or to any other address as may have been furnished to Indemnitee by the Company.

Section 45.

Section 46.

Section 47.

Section 48.

Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

Section 49.

Section 50.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the day and year first above written.

ENTRAVISION COMMUNICATIONS CORPORATION

By:

Name: Title:

[Name of Indemnitee]

EX-31.1 3 evc-ex31_1.htm EX-31.1 EX-31.1

Exhibit 31.1

Certification of 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

I, Michael J. Christenson, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Entravision Communications Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financing reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 5, 2025

     /s/ Michael J. Christenson

    

     Michael J. Christenson
Chief Executive Officer

EX-31.2 4 evc-ex31_2.htm EX-31.2 EX-31.2

Exhibit 31.2

Certification of 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

I, Mark Boelke, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Entravision Communications Corporation;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 5, 2025

     /s/ Mark Boelke

    

     Mark Boelke
Chief Financial Officer

EX-32 5 evc-ex32.htm EX-32 EX-32

Exhibit 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

Solely for the purposes of complying with 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, we, the undersigned Chief Executive Officer and Chief Financial Officer of Entravision Communications Corporation (the “Company”), hereby certify, based on our knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2025 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: August 5, 2025

		/s/ Michael J. Christenson
		Michael J. Christenson Chief Executive Officer

Date: August 5, 2025

		/s/ Mark Boelke
		Mark Boelke Chief Financial Officer